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Chapter 10-32.1

Uniform Limited Liability Company Act
Section Section Name
10-32.1-01 Citation
10-32.1-02 Definitions
10-32.1-03 Legal recognition of electronic records and electronic signatures
10-32.1-04 Knowledge and notice
10-32.1-05 Application to existing relationships
10-32.1-06 Reservation of legislative right
10-32.1-07 Nature, purpose, and duration of a limited liability company
10-32.1-08 Powers
10-32.1-09 Governing law
10-32.1-10 Supplemental principles of law
10-32.1-11 Limited liability company name (Contingent effective date - See note)
10-32.1-12 Reserved name
10-32.1-13 Operating agreement - Scope - Function - Limitations
10-32.1-14 Operating agreement effect on a limited liability company and persons becoming members - Preformation agreement
10-32.1-15 Operating agreement - Effect on third parties and relationship to records effective on behalf of a limited liability company
10-32.1-16 Registered office and registered agent
10-32.1-17 Change of registered office or registered agent
10-32.1-18 Resignation of registered agent
10-32.1-19 Service of process on a limited liability company, foreign limited liability company, and nonresident managers and governors
10-32.1-20 Formation of a limited liability company ‑ Articles of organization
10-32.1-21 Amendment or restatement of articles of organization
10-32.1-22 Signing and filing pursuant to a judicial order
10-32.1-23 No agency power of a member as a member
10-32.1-24 Statement of authority
10-32.1-25 Statement of denial
10-32.1-26 Liability of members, managers, and governors
10-32.1-27 Becoming a member
10-32.1-28 Form of contribution
10-32.1-29 Liability for contributions
10-32.1-30 Sharing of and right to distributions before dissolution
10-32.1-30.1 Sharing of profits and loss
10-32.1-31 Limitations on distribution
10-32.1-32 Liability for improper distributions
10-32.1-33 Direct action by a member
10-32.1-34 Derivative action
10-32.1-35 Proper plaintiff
10-32.1-36 Pleading
10-32.1-37 Special litigation committee
10-32.1-38 Proceeds and expenses
10-32.1-39 Management of a limited liability company
10-32.1-40 Indemnification and insurance
10-32.1-41 Standards of conduct for members, managers, and governors
10-32.1-42 Right of members, managers, governors, and dissociated members to information
10-32.1-43 Nature of a transferable interest
10-32.1-44 Transfer of a transferable interest
10-32.1-45 Charging order
10-32.1-46 Power of the personal representative of a deceased member
10-32.1-47 Power of a member to dissociate - Wrongful dissociation
10-32.1-48 Events causing dissociation
10-32.1-49 Effect of the dissociation of a person as member
10-32.1-50 Events causing dissolution
10-32.1-51 Winding up
10-32.1-52 Known claims against a dissolved limited liability company
10-32.1-53 Other claims against a dissolved limited liability company
10-32.1-54 Distribution of assets in winding up limited liability activities of the company
10-32.1-55 Merger, conversion, and domestication - Definitions
10-32.1-56 Merger and exchange
10-32.1-57 Action on a plan of merger or exchange by a constituent limited liability company
10-32.1-58 Filings required for a merger or exchange - Effective date
10-32.1-59 Effect of a merger
10-32.1-60 Effect of an exchange
10-32.1-61 Conversion
10-32.1-62 Plan of conversion
10-32.1-63 Plan approval and amendment
10-32.1-64 Articles of conversion
10-32.1-65 Abandonment of a conversion
10-32.1-66 Effective date of conversion - Effect
10-32.1-67 Domestication
10-32.1-68 Action on a plan of domestication by a domesticating limited liability company
10-32.1-69 Filings required for domestication - Effective date
10-32.1-70 Effect of domestication
10-32.1-71 Restrictions on approval of mergers, exchanges, conversions, and domestications
10-32.1-72 Foreign limited liability company - Governing law
10-32.1-73 Foreign limited liability company - Name
10-32.1-74 Foreign limited liability company - Admission of foreign limited liability company - Transacting business - Obtaining licenses and permits
10-32.1-75 Foreign limited liability company - Application for a certificate of authority
10-32.1-76 Foreign limited liability company - Issuance of a certificate of authority
10-32.1-77 Foreign limited liability company - Amendments to a certificate of authority
10-32.1-78 Foreign limited liability company - Registered agent - Registered office
10-32.1-79 Foreign limited liability company - Merger of a foreign limited liability company authorized to transact business in this state
10-32.1-80 Foreign limited liability company - Conversion of a foreign limited liability authorized to transact business in this state
10-32.1-81 Foreign limited liability company - Certificate of withdrawal
10-32.1-82 Foreign limited liability company - Transactions not constituting transacting business
10-32.1-83 Foreign limited liability company - Service of process on a foreign limited liability company
10-32.1-84 Foreign limited liability company - Effect of failure to have a certificate of authority
10-32.1-85 Secretary of state - Powers - Enforcement
10-32.1-86 Secretary of state - Filing of records with secretary of state - Effective date
10-32.1-87 Secretary of state - Liability for inaccurate information in a filed record
10-32.1-88 Secretary of state - Correcting a filed record
10-32.1-89 Secretary of state ‑ Annual report to the secretary of state
10-32.1-90 Secretary of state - Involuntary termination - Revocation of certificate of authority
10-32.1-91 Secretary of state - Reinstatement following an involuntary termination or revocation of authority - Appeals
10-32.1-92 Secretary of state ‑ Fees and charges (Contingent effective date - See note)
10-32.1-93 Secretary of state - Certificate of existence and authorization
10-32.1-94 Secretary of state - Certificates and certified copies to be received in evidence
10-32.1-95 Secretary of state - Confidential records
10-32.1-96 Secretary of state - Forms
10-32.1-97 Attorney general - State interested in a proceeding
10-32.1-98 Attorney general - Action by the attorney general
10-32.1-99 Uniformity of application and construction
10-32.1-100 Relation to Electronic Signatures in Global and National Commerce Act
10-32.1-101 Savings clause
10-32.1-102 Series of members, managers, transferable interests or assets ‑ General powers of series ‑ Governing authority ‑ Distributions ‑ Termination of series

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