Limited Liability Companies
17-7662Citation of act17-7663Definitions17-7667Service of process or service of any notice or demand17-7668Nature of business permitted; powers17-7669Business transactions of member or manager with the limited liability company17-7670Indemnification17-7671Contested matters relating to manager; contested votes17-7672Interpretation and enforcement of operating agreement17-7673Articles of organization; procedure for amendment; professional limited liability company, certificate by licensing body17-7674Same; amendments17-7675Articles of organization; cancellation; certificates of cancellation and correction17-7676aExecution by agent; power of attorney or proxy17-7677Execution by judicial order17-7679Notice17-7679aDocument form, signature and delivery17-7680Restated articles of organization; restated certificate of designation17-7681Merger or consolidation17-7682No statutory appraisal rights17-7685aDivision of a limited liability company17-7686Admission of members17-7687Classes; voting; meetings of members; amendment of operating agreement17-7688Liability to third parties17-7689Events; ceasing membership of a limited liability company17-7690Access to and confidentiality of information; records; action to enforce rights; restriction of rights17-7691Remedies for breach of operating agreement by member17-7692Admission of managers17-7693Management of limited liability company17-7694Contributions by a manager17-7695Classes and voting; meetings of managers17-7696Remedies for breach of operating agreement by manager17-7697Reliance on reports and information by member, manager or liquidating trustee17-7698Delegation of rights, powers and duties to manage and control business and affairs by member or manager17-7699Form of contribution17-76,100Liability for contribution17-76,101Allocation of profits and losses17-76,102Allocation of distributions17-76,103Defense of usury not available17-76,103aSubscription irrevocable17-76,104Interim distributions17-76,105Resignation of manager17-76,106Resignation of member17-76,107Distribution upon resignation17-76,108Distribution in kind17-76,109Right to distribution17-76,110Limitations on distribution17-76,111Nature of limited liability company interest17-76,112Assignment of limited liability company interest17-76,113Rights of judgment creditor; charging orders17-76,114Right of assignee to become member17-76,115Powers of estate of deceased or incompetent member17-76,116Dissolution17-76,117Involuntary dissolution17-76,118Winding up17-76,119Distribution of assets17-76,126Maintenance of action or suit by foreign limited liability company not registered; effect of failure to register17-76,128Execution; liability17-76,129Service of process; venue17-76,130Right to bring action by a member or an assignee17-76,131Proper plaintiff in a derivative action17-76,132Petition17-76,133Expenses17-76,134Construction and application of act and operating agreement17-76,135Cases not provided for in this act17-76,136Fees for documents or services of secretary of state; rules and regulations17-76,137Reserved power of state to alter or repeal act17-76,138Taxation of limited liability companies17-76,139Limited liability company and series thereof; business entity information report; contents; report fee17-76,140Effective date17-76,141Severability clause17-76,143Series limited liability company17-76,143aMerger or consolidation of one or more series17-76,144Certification of cancellation; court appointments; powers of trustees or receivers17-76,145Procedure preventing dissolution or winding up; exception17-76,146Reinstatement of canceled or forfeited articles of organization or authority to do business17-76,147Reinstatement of a series17-76,148Applicable law; how formed17-76,149Definitions; contents of articles of organization and operating agreement17-76,151Duties of members or managers17-76,152Periodic statements and third-party certification17-76,153Derivative lawsuits17-76,154No effect on other limited liability companies17-76,155Accomplishment by other means17-76,120Law governing17-76,121Registration required of foreign limited liability companies; application17-76,121aActivities which do not constitute doing business for a foreign limited liability company17-76,122Same; certification of registration application17-76,123Same; similar name requirements; registered office and resident agent; charge17-76,124Same; corrections to application for registration17-76,125Foreign limited liability company; cancellation of registration, requirements17-76,127Same; injunction against foreign limited liability company which has not registered17-76,142Telefacsimile filing17-76,150Same; vote, consent or approval required for certain actions17-7664Name of limited liability company17-7665Exclusive right to use of name; reserved; fee17-7666Registered office; resident agent17-7673aArticles of organization. [See Revisor's Note]17-7674aSame; amendments. [See Revisor's Note]17-7676Execution; power of attorney17-7677aExecution by judicial order. [See Revisor's Note]17-7678Filing requirements; fees17-7683Certificate of correction