CHAPTER 11 - LIMITED LIABILITY COMPANIES
- ARTICLE 1 - GENERAL PROVISIONS
- ARTICLE 2 - FORMATION
- § 14-11-201 - Purpose
- § 14-11-202 - Powers
- § 14-11-203 - Formation
- § 14-11-204 - Articles of organization
- § 14-11-205 - Execution of documents
- § 14-11-206 - Filing by the Secretary of State
- § 14-11-207 - Name
- § 14-11-208 - Reservation of name; transfer of reserved name
- § 14-11-209 - Registered office and registered agent
- § 14-11-210 - Amendment of articles of organization; restatement
- § 14-11-211 - Correcting filed document
- § 14-11-212 - Conversion to limited liability company
- ARTICLE 3 - AGENCY; MANAGEMENT; DUTIES; LIABILITY
- § 14-11-301 - Agency of members and managers
- § 14-11-302 - Limitations on authority to convey real property
- § 14-11-303 - Liability to third parties
- § 14-11-304 - Management
- § 14-11-305 - Duties
- § 14-11-306 - Indemnification
- § 14-11-307 - Conflicting interest transactions
- § 14-11-308 - Approval rights of members and managers
- § 14-11-309 - Action without meeting
- § 14-11-310 - Meetings
- § 14-11-311 - Notice
- § 14-11-312 - Waiver of notice
- § 14-11-313 - Records and information
- § 14-11-314 - Professional relationships
- ARTICLE 4 - FINANCE
- § 14-11-401 - Contributions to capital
- § 14-11-402 - Liability for contribution
- § 14-11-403 - Allocation of profits and losses
- § 14-11-404 - Distributions
- § 14-11-405 - Distributions upon event of dissociation
- § 14-11-406 - Distributions in kind
- § 14-11-407 - Restrictions on making distributions
- § 14-11-408 - Liability upon wrongful distribution
- § 14-11-409 - Right to distribution
- ARTICLE 5 - LIMITED LIABILITY COMPANY INTERESTS; ADMISSION OF MEMBERS
- § 14-11-501 - Nature of limited liability company interest
- § 14-11-502 - Assignment of limited liability company interest
- § 14-11-503 - Rights of assignee to become member
- § 14-11-504 - Rights of judgment creditor
- § 14-11-505 - Admission of members
- § 14-11-506 - Powers of estate of a deceased or incompetent member
- ARTICLE 6 - EVENTS OF DISSOCIATION, WITHDRAWAL, AND DISSOLUTION
- § 14-11-601 - Events of dissociation
- § 14-11-601.1 - Events resulting in cessation of membership
- § 14-11-602 - Dissolution
- § 14-11-603 - Judicial and administrative dissolution; reservation of name
- § 14-11-604 - Winding up
- § 14-11-605 - Distribution of assets
- § 14-11-606 - Statement of commencement of winding up
- § 14-11-607 - Known claims against dissolved limited liability company
- § 14-11-608 - Unknown claims against dissolved limited liability company
- § 14-11-609 - Manner of publication of request for claims
- § 14-11-610 - Certificate of termination
- § 14-11-611 - Execution of deeds or other instruments by signing
- ARTICLE 7 - FOREIGN LIMITED LIABILITY COMPANIES
- § 14-11-701 - Law applicable to foreign limited liability companies
- § 14-11-702 - Requirement for certificate of authority; application; activities not considered transacting business in this state
- § 14-11-703 - Registered office and registered agent; requirement and qualifications; change of office or agent; resignation of agent; service on Secretary of State; venue
- § 14-11-704 - Issuance of certificate of authority
- § 14-11-705 - Name
- § 14-11-706 - Amended certificate required for change of name or jurisdiction of organization; foreign limited liability company converting to foreign limited partnership or foreign corporation
- § 14-11-707 - Certificate of withdrawal; application; service after withdrawal
- § 14-11-708 - Revocation of certificate; grounds
- § 14-11-709 - Revocation of certificate; notice to company; issuance and effect of certificate of revocation; service after revocation
- § 14-11-710 - Appeal of revocation of certificate
- § 14-11-711 - Failure of company to procure certificate; effect; penalty
- § 14-11-712 - Action to restrain company in violation of chapter
- ARTICLE 8 - DERIVATIVE ACTIONS
- ARTICLE 9 - MERGER
- § 14-11-901 - Merger
- § 14-11-902 - Plan of merger
- § 14-11-903 - Approval of merger
- § 14-11-904 - Articles of merger
- § 14-11-905 - Effects of merger
- § 14-11-906 - Election by a limited liability company to become a foreign limited liability company, a foreign limited partnership, or a foreign corporation; certificate of authority; requirements
- ARTICLE 10 - DISSENTERS' RIGHTS
- § 14-11-1001 - Definitions
- § 14-11-1002 - Right to dissent
- § 14-11-1003 - Notice of dissenters' rights
- § 14-11-1004 - Notice of intent to demand payment
- § 14-11-1005 - Dissenters' notice
- § 14-11-1006 - Duty to demand payment
- § 14-11-1007 - Membership interest restrictions
- § 14-11-1008 - Offer of payment
- § 14-11-1009 - Failure to take action
- § 14-11-1010 - Procedure if member dissatisfied with payment or offer
- § 14-11-1011 - Court action
- § 14-11-1012 - Court costs and counsel fees
- § 14-11-1013 - Limitation of actions
- ARTICLE 11 - MISCELLANEOUS
- § 14-11-1101 - Filing fees and penalties
- § 14-11-1102 - Execution by judicial act
- § 14-11-1103 - Annual registration
- § 14-11-1104 - Taxation
- § 14-11-1105 - Administrative powers of Secretary of State
- § 14-11-1106 - Rules and regulations
- § 14-11-1107 - Laws governing chapter; limited liability companies
- § 14-11-1108 - Service of process; venue
- § 14-11-1109 - Effective date; repealer