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§31B-1-101. Definitions

In this chapter: (1) "Articles of organization" means initial, amended and restated articles of organization and articles of merger. In the case of a foreign limited liability company, the term includes all records serving a similar function required to be filed in the office of the Secretary of State or other official having custody of […]

§31B-1-102. Knowledge and Notice

(a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) Knows the fact;

§31B-1-103. Effect of Operating Agreement; Nonwaivable Provisions

(a) Except as otherwise provided in subsection (b) of this section, all members of a limited liability company may enter into an operating agreement, which need not be in writing, to regulate the affairs of the company and the conduct of its business, and to govern relations among the members, managers and company. To the […]

§31B-1-104. Supplemental Principles of Law

(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in section thirty-one, article six, chapter fifty-six of this code.

§31B-1-105. Name

(a) The name of a limited liability company must contain "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C." or "LC". "Limited" may be abbreviated as "Ltd." and "company" may be abbreviated as "Co.". (b) Except as authorized by subsections (c) and (d) of this section, the name of a limited liability […]

§31B-1-107. Registered Name

(a) A foreign limited liability company may register its name subject to the requirements of section 10-1005, if the name is distinguishable upon the records of the Secretary of State from names that are not available under section 1-105(b). (b) A foreign limited liability company registers its name, or its name with any addition required […]

§31B-1-109. Change of Designated Office or Agent for Service of Process

A limited liability company may change its designated office or agent for service of process by delivering to the secretary of state for filing a statement of change which sets forth: (1) The name of the company; (2) The address of its current designated office, if any; (3) If the current designated office is to […]

§31B-1-110. Resignation of Agent for Service of Process

(a) An agent for service of process of a limited liability company may resign by delivering to the Secretary of State for filing a record of the statement of resignation. (b) After filing a statement of resignation, the Secretary of State shall mail a copy to the designated office and another copy to the limited […]

§31B-1-111. Service of Process

(a) An agent for service of process appointed by a limited liability company or a foreign limited liability company is an agent of the company for service of any process, notice or demand required or permitted by law to be served upon the company. (b) If a limited liability company or foreign limited liability company […]

§31B-1-112. Nature of Business and Powers

(a) A limited liability company may be organized under this chapter for any lawful purpose, subject to any law of this state governing or regulating business. (b) Unless its articles of organization provide otherwise, a limited liability company has the same powers as an individual to do all things necessary or convenient to carry on […]

§31B-1-114. Penalty for Signing False Document

Any person who signs a document required to be filed with the Secretary of State by this chapter which he or she knows is false in any material respect is guilty of a misdemeanor and, upon conviction thereof, shall be fined not more than $1,000 or confined in jail not more than one year, or […]