Title 11: Corporations, Partnerships and Associations
Chapter 21: LIMITED LIABILITY COMPANIES
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§ 3001 Definitions § 3002 Knowledge and notice § 3003 Effect of operating agreement; nonwaivable provisions § 3004 Supplemental principles of law § 3005 Name § 3006 Reserved name § 3007 Registered name § 3008 Designated office and agent § 3009 Change of designated office or agent for service of process § 3010 Resignation of agent for service of process § 3011 Service of process § 3012 Nature of business and powers § 3013 Fees § 3021 Limited liability company as legal entity § 3022 Organization § 3023 Articles of organization § 3024 Amendment or restatement of articles of organization § 3025 Signing of documents § 3026 Filing in office of secretary of state § 3027 Correcting filed document § 3028 Certificate of existence or authorization § 3029 Liability for false statement in filed document § 3030 Filing by judicial act § 3031 Limited liability company property § 3032 When property is limited liability company property § 3041 Agency of members and managers § 3042 Limited liability company liable for member's or manager's actionable conduct § 3043 Liability of members and managers § 3051 Form of contribution § 3052 Member's liability for contributions § 3053 Member's and manager's rights to payments and reimbursement § 3054 Management of limited liability company § 3055 Sharing of profits and losses and right to distributions § 3056 Limitations on distributions § 3057 Liability for unlawful distributions § 3058 Member's right to information § 3059 General standards of member's and manager's conduct § 3060 Actions by members § 3061 Continuation of term limited liability company beyond expiration of stated duration § 3062 Authority to indemnify § 3071 Member's distributional interest § 3072 Transfer of distributional interest § 3073 Rights of transferee § 3074 Rights of creditor § 3075 Power of estate of deceased or incompetent member § 3081 Events causing member's dissociation § 3082 Member's power to dissociate; wrongful dissociation § 3083 Effect of member's dissociation § 3091 Exercise of purchase right § 3092 Court action to determine fair value of distributional interest § 3093 Dissociated member's power to bind limited liability company § 3094 Statement of dissociation § 3101 Events causing dissolution and winding up of company business § 3102 Limited liability company continues after dissolution § 3103 Right to wind up limited liability company's business § 3104 Member's or manager's power and liability as agent after dissolution § 3105 Articles of termination § 3106 Distribution of assets in winding up limited liability company's business § 3107 Known claims against dissolved limited liability company § 3108 Other claims against dissolved limited liability company § 3109 Enforcement of claims against dissolved limited liability company § 3121 Definitions § 3122 Conversion of partnership or limited partnership to limited liability company § 3123 Effect of conversion; entity unchanged § 3124 Merger of entities § 3125 Articles of merger § 3126 Effect of merger § 3127 Article not exclusive § 3131 Law governing foreign limited liability companies § 3132 Application for certificate of authority § 3133 Activities not constituting transacting business § 3134 Issuance of certificate of authority § 3135 Amended certificate of authority § 3136 Name of foreign limited liability company § 3137 Revocation of certificate of authority § 3138 Cancellation of authority § 3139 Effect of failure to obtain certificate of authority § 3140 Action by attorney general § 3141 Repealed. 1997, No. 50, § 42, eff. June 26, 1997. § 3151 Right of action § 3152 Proper plaintiff § 3153 Pleading § 3154 Expenses § 3161 Annual report for secretary of state § 3162 Involuntary termination § 3181 Election § 3182 Designation of controlling foreign law § 3183 Scope of designated foreign law § 3184 Jurisdiction Full text of Chapter 21.