LLC - Limited Liability Company Law
- Article 1 - (101 - 102) SHORT TITLE AND DEFINITIONS
- Article 2 - (201 - 214) FORMATION
- 201 - Purpose.
- 202 - Powers.
- 203 - Formation.
- 204 - Limited liability company name.
- 205 - Reservation of name.
- 206 - Affidavits of publication.
- 207 - Execution of articles or certificates.
- 208 - Execution, amendment or cancellation by judicial act.
- 209 - Filing with the department of state.
- 210 - Liability for false statement in articles or certificates.
- 211 - Amendment of articles of organization.
- 211-A - Certificate of change.
- 212 - Certificate of correction.
- 213 - Authorization of amendment of articles of organization.
- 214 - Restated articles of organization.
- Article 3 - (301 - 305) SERVICE OF PROCESS
- 301 - Statutory designation of secretary of state as agent for service of process.
- 301-A - Resignation for receipt of process.
- 302 - Registered agent for service of process.
- 303 - Service of process on limited liability companies.
- 304 - Service of process on unauthorized foreign limited liability companies.
- 305 - Records of process served on the secretary of state.
- Article 4 - (401 - 420) MANAGEMENT BY MEMBERS OR MANAGERS
- 401 - Management of the limited liability company by members.
- 402 - Voting rights of members.
- 403 - Meetings of members.
- 404 - Quorum of members.
- 405 - Notice of meetings of members.
- 406 - Waiver of notice.
- 407 - Action by members without a meeting.
- 408 - Management by managers.
- 409 - Duties of managers.
- 410 - Qualification of managers.
- 411 - Interested managers.
- 412 - Agency of members or managers.
- 413 - Election and term of managers.
- 414 - Removal or replacement of managers.
- 415 - Resignation of managers.
- 416 - Vacancies.
- 417 - Operating agreement.
- 418 - Classes and voting of members.
- 419 - Classes and voting of managers.
- 420 - Indemnification.
- Article 5 - (501 - 509) CONTRIBUTIONS AND DISTRIBUTIONS
- Article 6 - (601 - 611) MEMBERS AND MEMBERSHIP
- 601 - Nature of membership interest.
- 602 - Admission of members.
- 603 - Assignment of membership interest.
- 604 - Rights of assignee to become a member.
- 605 - Liability upon assignment.
- 606 - Withdrawal of a member.
- 607 - Rights of creditors of members.
- 608 - Powers of estate of a deceased or incompetent member.
- 609 - Liability of members, managers and agents.
- 610 - Parties to actions.
- 611 - Business transactions of a member with the limited liability company.
- Article 7 - (701 - 705) DISSOLUTION
- Article 8 - (801 - 809) FOREIGN LIMITED LIABILITY COMPANIES
- 801 - Governing law.
- 802 - Application for authority.
- 803 - Activities not constituting doing business.
- 804 - Amendments to application for authority.
- 804-A - Certificate of change.
- 805 - Issuance of certificate of authority; effect.
- 806 - Surrender of certificate of authority.
- 807 - Termination of existence.
- 808 - Doing business without certificate of authority.
- 809 - Action by attorney general.
- Article 10 - (1001 - 1007) MERGERS
- 1001 - Merger or consolidation.
- 1002 - Procedures for merger or consolidation.
- 1003 - Certificate of merger or consolidation; contents.
- 1004 - Effect of merger or consolidation.
- 1005 - Payment of interest of dissenting members.
- 1006 - Conversion of partnership or limited partnership to limited liability company.
- 1007 - Effect of conversion.
- Article 11 - (1101 - 1104) MISCELLANEOUS
- Article 12 - (1201 - 1216) PROFESSIONAL SERVICE LIMITED LIABILITY COMPANIES
- 1201 - Definitions.
- 1202 - Limited liability companies organized under other provisions of law.
- 1203 - Formation.
- 1204 - Rendering of professional service.
- 1205 - Professional relationships and liabilities.
- 1206 - Purposes of formation.
- 1207 - Membership of professional service limited liability companies.
- 1208 - (Reserved)
- 1209 - Disqualification of members, managers and employees.
- 1210 - Death, disqualification or dissolution of members.
- 1211 - Transfer of a membership interest.
- 1212 - Limited liability company name.
- 1213 - Limited liability company act applicable.
- 1214 - (Reserved)
- 1215 - Regulation of professions.
- 1216 - Mergers and consolidations.
- Article 13 - (1301 - 1309) FOREIGN PROFESSIONAL SERVICE LIMITED LIABILITY COMPANIES
- 1301 - Definitions.
- 1302 - Rendering of professional service.
- 1303 - Professional relationships and liabilities.
- 1304 - Foreign professional service limited liability company.
- 1305 - Limited liability company act applicable.
- 1306 - Filing requirements.
- 1307 - (Reserved)
- 1308 - Regulation of professions.
- 1309 - Licensing of individuals.
- Article 14 - (1401 - 1403) SAVINGS CLAUSES; EFFECTIVE DATES