N.D. Cent. Code ch. 10-32.1 – Uniform Limited Liability Company Act | Midpage

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North Dakota Century Code

Chapter 10-32.1

N.D. Cent. Code ch. 10-32.1

Uniform Limited Liability Company Act

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