Chapter

Uniform Limited Liability Company Act

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