UNIFORM LIMITED LIABILITY COMPANY ACT (1996)

1 UNIFORM LIMITED LIABILITY COMPANY ACT (1996)Drafted by theNATIONAL CONFERENCE OF COMMISSIONERSON UNIFORM STATE LAWSand by itAPPROVED AND RECOMMENDED FOR ENACTMENTIN ALL THE STATESat itsANNUAL CONFERENCEMEETING IN ITS ONE-HUNDRED-AND-FIFTH YEARSAN ANTONIO, TEXASJULY 12 - JULY 19, 1996 WITH PREFATORY NOTE AND COMMENTSCOPYRIGHT 1996 ByNATIONAL CONFERENCE OF COMMISSIONERSON UNIFORM STATE LAWSUNIFORM LIMITED LIABILITY COMPANY ACT (1996)The Committee that acted for the National Conference of Commissioners on UNIFORM State Laws inpreparing the UNIFORM LIMITED LIABILITY COMPANY Act (1996) was as follows:EDWARD I.

2 CUTLER, Box 3239, Tampa, FL 33601, ChairRICHARD E. FORD, 203 West Randolph Street, Lewisburg, WV 24901 HARRY J. HAYNSWORTH, IV, William Mitchell College of Law, 875 Summit Avenue, St. Paul, MN 55105 CHARLES G. KEPLER, Box 490, 1135 14th Street, Cody, WY 82414 WAYNE C. KREUSCHER, 1313 Merchants Bank Building, 11 South Meridian Street, Indianapolis, IN 46204 REED L. MARTINEAU, Box 45000, 10 Exchange Place, Salt Lake City, UT 84145 RICHARD F. MUTZEBAUGH, State Capitol Building, 200 East Colfax Avenue, Denver, CO 80203 GLEE S. SMITH, Box 360, 111 East 8th, Larned, KS 67550 HOWARD J.

3 SWIBEL, Suite 1200, 120 South Riverside Plaza, Chicago, IL 60606 CARTER G. BISHOP, Suffolk University Law School, 41 Temple Street, Boston, MA 02114, ReporterEX OFFICIORICHARD C. HITE, 200 West Douglas Avenue, Suite 600, Wichita, KS 67202, PresidentJOHN P. BURTON, Box 1357, Suite 101, 123 East Marcy Street, Santa Fe, NM 87501, Chair,Division EEXECUTIVE DIRECTORFRED H. MILLER, University of Oklahoma, College of Law, 300 Timberdell Road, Norman, OK 73019,Executive DirectorWILLIAM J. PIERCE, 1505 Roxbury Road, Ann Arbor, MI 48104, Executive Director EmeritusREVIEW COMMITTEEJAMES M.

4 BUSH, Suite 2200, Two North Central Avenue, Phoenix, AZ 85004, ChairFRANCIS J. PAVETTI, Box 829, Court House Square Building, New London, CT 06320 DONALD JOE WILLIS, Suites 1600-1950, Pacwest Center, 1211 5th Avenue, Portland, OR 97204 ADVISORSROBERT R. KEATINGE, American Bar AssociationSTEVEN G. FROST, American Bar Association, Section of TaxationTHOMAS EARL GEU, American Bar Association, Section of Real Property, Probate andTrust Law, Probate and Trust DivisionJAMES W. REYNOLDS, American Bar Association, Section of Business LawSANFORD J. LIEBSCHUTZ, American Bar Association, Section of Real Property, Probateand Trust Law, Real Property DivisionCopies of this Act may be obtained from:NATIONAL CONFERENCE OF COMMISSIONERSON UNIFORM STATE LAWS676 North St.

5 Clair Street, Suite 1700 Chicago, Illinois 60611312/915-0195 UNIFORM LIMITED LIABILITY COMPANY ACT (1996)TABLE OF CONTENTSPREFATORY 1. GENERAL PROVISIONSSECTION 101. 102. KNOWLEDGE AND 103. EFFECT OF OPERATING AGREEMENT; NONWAIVABLE 104. SUPPLEMENTAL PRINCIPLES OF 105. 106. RESERVED 107. REGISTERED 108. DESIGNATED OFFICE AND AGENT FOR SERVICE OF 109. CHANGE OF DESIGNATED OFFICE OR AGENT FOR SERVICE OF 110. RESIGNATION OF AGENT FOR SERVICE OF 111. SERVICE OF 112. NATURE OF BUSINESS AND 2. ORGANIZATIONSECTION 201. LIMITED LIABILITY COMPANY AS LEGAL 202.

6 203. ARTICLES OF 204. AMENDMENT OR RESTATEMENT OF ARTICLES OF 205. SIGNING OF 206. FILING IN OFFICE OF [SECRETARY OF STATE]..27 SECTION 207. CORRECTING FILED 208. CERTIFICATE OF EXISTENCE OR 209. LIABILITY FOR FALSE STATEMENT IN FILED 210. FILING BY JUDICIAL 211. ANNUAL REPORT FOR [SECRETARY OF STATE]..31 ARTICLE 3. RELATIONS OF MEMBERS AND MANAGERS TOPERSONS DEALING WITH LIMITED LIABILITY COMPANYSECTION 301. AGENCY OF MEMBERS AND MANAGERS ..33 SECTION 302. LIMITED LIABILITY COMPANY LIABLE FOR MEMBER'S OR MANAGER'S ACTIONABLE CONDUCT.

7 35 SECTION 303. LIABILITY OF MEMBERS AND 4. RELATIONS OF MEMBERS TO EACHOTHER AND TO LIMITED LIABILITY COMPANYSECTION 401. FORM OF 402. MEMBER'S LIABILITY FOR 403. MEMBER'S AND MANAGER'S RIGHTS TO PAYMENTS AND 404. MANAGEMENT OF LIMITED LIABILITY 405. SHARING OF AND RIGHT TO 406. LIMITATIONS ON 407. LIABILITY FOR UNLAWFUL 408. MEMBER'S RIGHT TO 409. GENERAL STANDARDS OF MEMBER'S AND MANAGER'S 410. ACTIONS BY 411. CONTINUATION OF TERM COMPANY AFTER EXPIRATION OF SPECIFIED 5. TRANSFEREES AND CREDITORS OF MEMBERSECTION 501.

8 MEMBER'S DISTRIBUTIONAL 502. TRANSFER OF DISTRIBUTIONAL 503. RIGHTS OF 504. RIGHTS OF 6. MEMBER S DISSOCIATIONSECTION 601. EVENTS CAUSING MEMBER'S 602. MEMBER'S POWER TO DISSOCIATE; WRONGFUL 603. EFFECT OF MEMBER'S 7. MEMBER S DISSOCIATIONWHEN BUSINESS NOT WOUND UPSECTION 701. COMPANY PURCHASE OF DISTRIBUTIONAL 702. COURT ACTION TO DETERMINE FAIR VALUE OF DISTRIBUTIONAL 703. DISSOCIATED MEMBER'S POWER TO BIND LIMITED LIABILITY 704. STATEMENT OF 8. WINDING UP COMPANY S BUSINESSSECTION 801. EVENTS CAUSING DISSOLUTION AND WINDING UP OF COMPANY 'S 802.

9 LIMITED LIABILITY COMPANY CONTINUES AFTER 803. RIGHT TO WIND UP LIMITED LIABILITY COMPANY 'S 804. MEMBER'S OR MANAGER'S POWER AND LIABILITY AS AGENT AFTER 805. ARTICLES OF 806. DISTRIBUTION OF ASSETS IN WINDING UP LIMITED LIABILITY COMPANY 'S 807. KNOWN CLAIMS AGAINST DISSOLVED LIMITED LIABILITY 808. OTHER CLAIMS AGAINST DISSOLVED LIMITED LIABILITY 809. GROUNDS FOR ADMINISTRATIVE 810. PROCEDURE FOR AND EFFECT OF ADMINISTRATIVE 811. REINSTATEMENT FOLLOWING ADMINISTRATIVE 812. APPEAL FROM DENIAL OF 9. CONVERSIONS AND MERGERSSECTION 901.

10 902. CONVERSION OF PARTNERSHIP OR LIMITED PARTNERSHIP TO LIMITED LIABILITY 903. EFFECT OF CONVERSION; ENTITY 904. MERGER OF 905. ARTICLES OF SECTION 906. EFFECT OF SECTION 907. [ARTICLE] NOT ARTICLE 10. FOREIGN LIMITED LIABILITY COMPANIESSECTION 1001. LAW GOVERNING FOREIGN LIMITED LIABILITY SECTION 1002. APPLICATION FOR CERTIFICATE OF 1003. ACTIVITIES NOT CONSTITUTING TRANSACTING 1004. ISSUANCE OF CERTIFICATE OF 1005. NAME OF FOREIGN LIMITED LIABILITY 1006. REVOCATION OF CERTIFICATE OF 1007. CANCELLATION OF 1008.