A.R.S. tit. 29 | Title 29 — Partnership

Chapter 1 General Provisions

Article 1 Names of Trading Firms

§ 29-101 Effect of name of trading firm upon liability of firm property for personal debts

If a person transacts business as a merchant or trader, using the word agent, factor, company, co., or words of like significance or import, and fails to disclose the name of other persons interested in the business by a sign in letters easy to read placed conspicuously at the place where the business is transacted, or if a person transacts business in his own name, without using the word agent, factor, company, co., or words of like significance or import, all the property, stock, money and choses in action used or acquired in the business, except property which is exempt from execution shall, as to the creditors of such person, be liable for his debts, and shall in all respects be treated in favor of his creditors as his property.

§ 29-102 Certificate of name required for certain firms

A. Every partnership transacting business in this state under a fictitious name, or a designation not showing the names of the persons interested as partners in the business, shall record with the county recorder of the county in which the place of business is located a certificate stating in full the names of all members of the partnership and their place of residence, signed by the partners and acknowledged. A new certificate shall be recorded upon any change in the membership of the partnership.

B. Persons doing business contrary to this section may not maintain an action upon or on account of a contract or transaction made in the partnership name in any court of this state until they have first recorded the certificate required by this section.

§ 29-103 Partnerships not required to record certificate

A. A partnership transacting business under a firm name or style which contains the surnames of all persons interested as partners, or one formed for the practice of law, is not required to record a certificate as required by section 29-102.

B. A commercial or banking partnership established and transacting business without the state under a name which is fictitious or does not show the names of the persons interested as partners may, without recording a certificate as required by section 29-102, use in this state the partnership name used by it without the state.

C. A domestic limited partnership which has filed or recorded a certificate of limited partnership under applicable laws may transact business under the name set forth in such certificate without recording a certificate as required by section 29-102.

D. A foreign limited partnership which has registered pursuant to section 29-349 may transact business in this state under the name set forth in such registration without recording a certificate as required by section 29-102.

E. A partnership that is engaged in this state in the practice of public accounting as certified public accountants and that complies with section 32-731 is not required to record a certificate as required by section 29-102.

F. A domestic limited liability partnership that is registered pursuant to section 29-1101 may transact business in this state under the name set forth in its registration without recording a certificate as required by section 29-102.

G. A foreign limited liability partnership that is registered pursuant to section 29-1106 may transact business in this state under the name set forth in its registration without recording a certificate as required by section 29-102.

§ 29-104 Service of summons in actions against partners; judgment

A. Pursuant to subsections B and C of this section, in actions against partners, the summons and complaint may be served upon one partner, and such service shall authorize a judgment against the partnership and against the partner actually served.

B. In actions against a registered limited liability partnership, the statutory agent appointed by a registered limited liability partnership is an agent of the registered limited liability partnership on whom process, notice or demand that is required or permitted by law to be served on the registered limited liability partnership may be served. Service on the statutory agent is lawful personal service on the registered limited liability partnership. Service on the statutory agent authorizes a judgment against the registered limited liability partnership subject to the limitations of section 29-215, subsection B or section 29-1027.

C. If a registered limited liability partnership fails to appoint or maintain a statutory agent at the address shown on the records of the secretary of state, the secretary of state is an agent of the registered limited liability partnership on whom any process, notice or demand may be served. Service on the secretary of state of any process, notice or demand shall be made by delivering to and leaving with the secretary of state duplicate copies of the process, notice or demand. On receipt, the secretary of state shall immediately cause one of the copies of the process, notice or demand to be forwarded by mail, addressed to the registered limited liability partnership at its registered office.

D. The secretary of state shall keep a permanent record of all processes, notices and demands served on the secretary of state under this section and shall record in the record the time of each service and his action with reference to each service.

Chapter 3 Limited Partnerships

Article 1 General Provisions

§ 29-301 Definitions

In this chapter, unless the context otherwise requires:

"Certificate of limited partnership" means the certificate referred to in section 29-308, and the certificate as amended or restated.
"Contribution" means any cash, property, services rendered, or promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner.
"Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in section 29-323.
"Foreign limited partnership" means a partnership formed under the laws of any state or other jurisdiction other than this state and having as partners one or more general partners and one or more limited partners.
"General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.
"Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.
"Limited partnership" and "domestic limited partnership" means a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners.
"Partner" means a limited or general partner.
"Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.
"Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.
"Person" means a natural person, partnership, domestic or foreign limited partnership, trust, estate, association, corporation or entity.
"State" means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.

§ 29-302 Name

The name of each limited partnership as set forth in its certificate of limited partnership:

Shall contain the words "limited partnership" or the initials "l.p." or "LP", in upper or lower case;
May not contain the name of a limited partner unless:

(a) It is also the name of a general partner or the corporate name of a corporate general partner; or

(b) The business of the limited partnership had been carried on under that name before the admission of that limited partner; and

Must be distinguishable from the name of any limited liability company, corporation or limited partnership organized under the laws of this state or licensed or registered as a foreign limited liability company, corporation or limited partnership in this state or a name the exclusive right to which at the time, is reserved in the manner provided under the laws of this state or a trade name registered pursuant to title 44, chapter 10, article 3.1. This paragraph does not apply if the applicant files with the secretary of state either of the following:

(a) The written consent of the holder of the name to use the same name and one or more words are added or deleted to make the name distinguishable from the other name.

(b) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to use the name applied for in this state.

§ 29-303 Reservation of name

A. The exclusive right to the use of a name may be reserved by:

Any person intending to organize a limited partnership under this act and to adopt that name;
Any domestic limited partnership or any foreign limited partnership registered in this state which, in either case, intends to adopt that name;
Any foreign limited partnership intending to register in this state and adopt that name; and
Any person intending to organize a foreign limited partnership and intending to have it registered in this state and adopt that name.

B. The reservation shall be made by filing with the secretary of state an application, executed by the applicant, to reserve a specified name. If the secretary of state finds that the name is available for use by a domestic or foreign limited partnership, he shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days. Once having so reserved a name, the same applicant may not again reserve the same name until more than sixty days after the expiration of the last one hundred twenty day period for which that applicant reserved that name. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.

§ 29-304 Specified office and agent

A. Each limited partnership shall continuously maintain in this state:

An office, which may but need not be a place of its business in this state, at which shall be kept the records required by section 29-305 to be maintained; and
An agent for service of process on the limited partnership, which agent shall be an individual resident of this state, a domestic corporation, a domestic limited liability company, a foreign corporation or a foreign limited liability company authorized to do business in this state. A statutory agent of a limited partnership may resign as agent by delivering a written notice to the secretary of state and mailing a copy of the notice to the partnership at its last known address. The appointment of the agent terminates thirty days after receipt of the notice by the secretary of state or on the appointment of a new statutory agent, whichever occurs first.

B. If a limited partnership fails to appoint or maintain an agent for service of process in this state or the agent for service of process cannot with reasonable diligence be found at the agent's address, the secretary of state is an agent of the limited partnership on whom process, notice or demand may be served.

C. If the secretary of state accepts service of process, notice or demand pursuant to subsection B of this section, the secretary of state shall forward by certified mail the summons and the complaint to the limited partnership at the address on file with the secretary of state at the time of service.

D. The secretary of state is not liable for any damages incurred by the limited partnership if the limited partnership does not receive the summons and complaint.

§ 29-305 Records to be kept

A. Each limited partnership shall keep at the office referred to in section 29-304, paragraph 1 the following:

A current list of the full name and last known business address of each partner separately identifying the general partners in alphabetical order and the limited partners in alphabetical order;
A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;
Copies of the limited partnership's federal, state and local income tax returns and reports, if any, for the three most recent years;
Copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years; and
Unless contained in a written partnership agreement, a writing setting out:

(a) The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and that each partner has agreed to contribute;

(b) The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;

(c) Any right of a partner to receive, or of a general partner to make, distributions to a partner that include a return of all or any of the partner's contribution; and

(d) Any events on the happening of which the limited partnership is to be dissolved and its affairs wound up.

B. Records kept under this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.

§ 29-306 Nature of business

A limited partnership may carry on any business that a partnership without limited partners may carry on except banking and insurance.

§ 29-307 Business transactions of partner with partnership

Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.

Article 2 Formation: Certificate of Limited Partnership

§ 29-308 Certificate of limited partnership

A. In order to form a limited partnership a certificate of limited partnership shall be executed and filed in the office of the secretary of state. The certificate shall set forth all of the following:

The name of the limited partnership.
The address of the office and the name and address of the agent for service of process required to be maintained by section 29-304.
The name and the business address of each general partner.
The latest date, if any, on which the limited partnership must dissolve.
Any other matters the general partners determine to include therein.

B. A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the secretary of state or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section. A limited partnership continues perpetually unless it is otherwise provided in the partnership's certificate of limited partnership or partnership agreement or the limited partnership is dissolved pursuant to this chapter.

C. A limited partnership may file a combined certificate of limited partnership and a limited liability partnership statement of qualification if the combined filing indicates in its heading or introductory paragraph that it contains both a certificate of limited partnership and a limited liability partnership statement of qualification.

§ 29-309 Amendment to certificate; restatement

A. A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the secretary of state. The certificate shall set forth all of the following:

The name of the limited partnership.
The date of filing the certificate of limited partnership.
The amendment to the certificate of limited partnership.

B. Within thirty days after the happening of either of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:

The admission of a new general partner.
The withdrawal of a general partner.

C. A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.

D. A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.

E. No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection B if the amendment is filed within the thirty day period specified in subsection B.

F. The provisions of a limited partnership's certificate which are then in effect and operative may be integrated into a single instrument, and at the same time its certificate may also be further amended by the execution and filing of a restated certificate of limited partnership. An amendment effected in connection with the restatement and integration of the certificate of limited partnership is subject to any other provision of this article, not inconsistent with this subsection, which would apply if a certificate of amendment were filed to effect such amendments. A restated certificate of limited partnership shall be specifically designated in its heading and shall state, either in the heading or in an introductory paragraph, the limited partnership's present name, and, if it has been changed, all of its former names and the date of the filing of its original certificate of limited partnership.

G. A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.

H. An amendment to a certificate of limited partnership may be combined with any filing required or permitted under chapter 5 of this title for limited liability partnerships if the combined filing indicates in its heading or introductory paragraph that it contains both an amendment to a certificate of limited partnership and a filing under chapter 5 of this title.

§ 29-310 Cancellation of certificate

A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the secretary of state and set forth:

The name of the limited partnership;
The date of filing of its certificate of limited partnership;
The reason for filing the certificate of cancellation;
The effective date, which shall be a date certain, of cancellation if it is not to be effective upon the filing of the certificate; and
Any other information the general partners filing the certificate determine.

§ 29-311 Execution of certificates

A. Each certificate required by this article to be filed in the office of the secretary of state shall be executed in the following manner:

An original certificate of limited partnership shall be signed by all general partners.
A certificate of amendment or a restated certificate of limited partnership shall be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner.
A certificate of cancellation shall be signed by all general partners.

B. Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner shall specifically describe the admission.

C. The execution of a certificate by a general partner constitutes an affirmation by the general partner under the penalties of perjury that the facts stated therein are true, but the general partner's execution is not required to be acknowledged before a notary or otherwise verified.

§ 29-312 Execution by judicial act

If a person required by section 29-311 to execute any certificate of limited partnership fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior court in the county where the partnership office is located to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the secretary of state to record an appropriate certificate.

§ 29-313 Filing in office of secretary of state; acceptance

A. Two signed copies of the certificate of limited partnership and of any restated certificate of limited partnership or any certificates of amendment or cancellation or of any judicial decree of amendment or cancellation shall be delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the secretary of state finds that any certificate does not conform to the filing provisions of this chapter, upon receipt of all filing fees required by law, he shall:

Endorse on each duplicate original the word "filed" and the day, month and year of the filing thereof;
File one duplicate original or a copy of the original in his office; and
Return the other duplicate original to the person who filed it or his representative.

B. Upon the filing of a certificate of amendment or judicial decree of amendment or restated certificate of limited partnership containing an amendment in the office of the secretary of state, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation or a judicial decree thereof, the certificate of limited partnership is cancelled.

C. If the secretary of state is unable to complete the determination required by subsection A on the day a certificate is delivered for filing, the certificate shall be deemed to have been filed on the day of delivery if the secretary of state subsequently determines that:

The certificate as delivered conforms to the filing provision of this chapter; or
Within twenty days after notification of nonconformance is given by the secretary of state, the certificate is brought into conformance.

D. If a certificate required to be filed pursuant to this chapter is incorporated within a limited partnership agreement or a restated or amended limited partnership agreement, and not set forth separately, a written statement shall also be delivered specifying where the applicable information required for the filing of the certificate is located in the document.

E. Any document that is required to be filed pursuant to this chapter may be filed in an electronic format that is approved by the secretary of state.

F. Any document that is filed in accordance with this section is deemed to comply with:

The filing requirements of this chapter.
The requirement that a filing be verified or be submitted with a written signature.
Any requirement that the filing be filed under the penalty of perjury.

G. The secretary of state may adopt rules requiring that any person that submits a document for filing pursuant to this section also submit a written or printed copy of the document as a prerequisite to the document being deemed filed.

H. Except as provided in this section, all civil and criminal statutes applicable to the filing of paper documents apply to all documents filed pursuant to this section.

§ 29-314 Liability for false statement in certificate

If any certificate of limited partnership or certificate of amendment, restated certificate of limited partnership or certificate of cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:

Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and
Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for execution of certificate under section 29-312.

§ 29-315 Scope of notice

The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact.

§ 29-316 Delivery of certificates to limited partners

Upon the return by the secretary of state pursuant to section 29-313 of a certificate marked "filed", the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the partnership agreement provides otherwise.

Article 3 Limited Partners

§ 29-317 Admission of limited partners

A. A person becomes a limited partner:

At the time the limited partnership is formed; or
At any later time specified in the records of the limited partnership for becoming a limited partner.

B. After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner:

In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and
In the case of an assignee of a partnership interest of a partner who has the power, as provided in section 29-342, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.

§ 29-318 Voting

Subject to section 29-319, the partnership agreement may grant to all or a specified group of the limited partners the right to vote on a per capita or other basis upon any matter.

§ 29-319 Liability to third parties

A. Except as provided in subsection D of this section, a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the business. However, if the limited partner participates in the control of the business, he is liable only to persons who transact business with the limited partnership reasonably believing, based on the limited partner's conduct, that the limited partner is a general partner.

B. A limited partner does not participate in the control of the business within the meaning of subsection A of this section solely by doing one or more of the following:

Being a contractor for or an agent or employee of the limited partnership or of a general partner or being an officer, director or shareholder of a general partner that is a corporation or being a manager or member of a general partner that is a limited liability company;
Consulting with and advising a general partner with respect to the business of the limited partnership;
Acting as surety for the limited partnership or guaranteeing or assuming one or more specific obligations of the limited partnership;
Taking any action required or permitted by law to bring or pursue a derivative action in the right of a limited partnership;
Requesting or attending a meeting of partners;
Proposing, approving or disapproving, by voting or otherwise, one or more of the following matters:

(a) The dissolution and winding up of the limited partnership;

(b) The sale, exchange, lease, mortgage, pledge or other transfer of all or substantially all of the assets of the limited partnership;

(d) A change in the nature of the business;

(e) The admission or removal of a general partner;

(f) The admission or removal of a limited partner;

(g) A transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners;

(h) An amendment to the partnership agreement or certificate of limited partnership; or

(i) Matters related to the business of the limited partnership not otherwise enumerated in this subsection, which the partnership agreement states in writing may be subject to the approval or disapproval of limited partners;

Winding up the limited partnership pursuant to section 29-346; or
Exercising any right or power permitted to limited partners under this chapter and not specifically enumerated in this subsection.

C. The enumeration in subsection B of this section does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him in the business of the limited partnership.

D. A limited partner who knowingly permits his name to be used in the name of the limited partnership, except under circumstances permitted by section 29-302, paragraph 2 is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.

§ 29-320 Person erroneously believing himself limited partner

A. Except as provided in subsection B, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise or exercising any rights of a limited partner if, on ascertaining the mistake, he:

Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or
Withdraws from future equity participation in the enterprise by executing and filing in the office of the secretary of state a certificate declaring withdrawal under this section.

B. A person who makes a contribution of the kind described in subsection A is liable as a general partner to any third party who transacts business with the enterprise:

Before the person withdraws and an appropriate certificate is filed to show withdrawal; or
Before an appropriate certificate is filed to show that he is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.

§ 29-321 Information

Each limited partner has the right to:

Inspect and copy any of the partnership records required to be maintained by section 29-305; and
Obtain from the general partners from time to time upon reasonable demand:

(a) True and full information regarding the state of the business and financial condition of the limited partnership;

(b) Promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year; and

Article 4 General Partners

§ 29-322 Admission of additional general partners

After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.

§ 29-323 Events of withdrawal

Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

The general partner withdraws from the limited partnership as provided in section 29-332;
The general partner ceases to be a member of the limited partnership as provided in section 29-340;
The general partner is removed as a general partner in accordance with the partnership agreement;
Unless otherwise provided in writing in the partnership agreement, the general partner:

(a) Makes an assignment for the benefit of creditors;

(b) Files a voluntary petition in bankruptcy;

(d) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;

(e) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or

(f) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties;

Unless otherwise provided in writing in the partnership agreement, one hundred twenty days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within ninety days after the appointment without his consent or acquiescence of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed or within ninety days after the expiration of any such stay, the appointment is not vacated;
In the case of a general partner who is a natural person;

(a) His death; or

(b) The entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate;

In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust but not merely the substitution of a new trustee;
In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;
In the case of a general partner that is a corporation, the filing of articles of dissolution for the corporation or the revocation of its charter; or
In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.

§ 29-324 General powers and liabilities

A. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.

B. Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners.

C. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.

§ 29-325 Contributions by general partner

A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.

§ 29-326 Voting

The partnership agreement may grant to all or certain identified general partners the right to vote on a per capita or any other basis, separately or with all or any class of the limited partners, on any matter.

Article 5 Finance

§ 29-327 Form of contribution

The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

§ 29-328 Liability for contribution

A. A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing and signed by the limited partner.

B. Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value as stated in the partnership records required to be kept pursuant to section 29-305 of the stated contribution that has not been made.

C. Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation and before the amendment or cancellation thereof to reflect the compromise may enforce the original obligation.

§ 29-329 Sharing of profits and losses

The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value as stated in the partnership records required to be kept pursuant to section 29-305 of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.

§ 29-330 Sharing of distributions

Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value as stated in the partnership records required to be kept pursuant to section 29-305 of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.

Article 6 Distributions and Withdrawal

§ 29-331 Interim distributions

Except as provided in this article, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement.

§ 29-332 Withdrawal of general partner

A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him. The withdrawal of a general partner who is also a limited partner does not constitute withdrawal of the partner as a limited partner or affect the partner’s rights as a limited partner.

§ 29-333 Withdrawal of limited partner

A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. If the agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than six months' prior written notice to each general partner at his address on the books of the limited partnership at its office in this state.

§ 29-334 Distribution on withdrawal

A. On the withdrawal of a limited partner, except as otherwise provided in writing in the partnership agreement, the withdrawn limited partner and his personal representatives, successors and assigns do not have the right to receive any distribution by reason of withdrawal, but have only the rights of an assignee of the withdrawn limited partner's interest in the partnership to receive distributions with respect to the limited partner's interest during any continuation and during and on completion of any winding up of the limited partnership, less any damages recoverable against the withdrawn partner if the withdrawal violated the provisions of the partnership agreement.

B. If a general partner withdraws and within ninety days thereafter the limited partnership dissolves and commences to wind up its business, except as otherwise provided in a partnership agreement, the withdrawn general partner and the partner's personal representatives, successors and assigns do not have the right to receive any distribution by reason of the withdrawal but only have the rights of an assignee of the withdrawn general partner's interest in the limited partnership to receive distributions with respect to the general partner's interest during any continuation of the business of the partnership and during and on completion of winding up. If the event of withdrawal violated the partnership agreement, any damages recoverable from the withdrawn general partner shall be subtracted from this distribution.

C. If a general partner withdraws and within ninety days thereafter the limited partnership has not dissolved and commenced winding up of the partnership business, except as otherwise provided in writing in the partnership agreement, the partnership shall cause the withdrawn general partner's interest, if any, in the partnership to be purchased for a buyout price equal to the amount that would have been distributable to the withdrawn general partner under section 29-1077, subsection B if, on the date of withdrawal, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the continuing services of any of the partners and the partnership was wound up as of that date, with interest payable from the date of withdrawal to the date of payment. Except as may be provided in writing in the partnership agreement, payment of this buyout price is subject to the following terms:

Damages for wrongful withdrawal and all other amounts owing, whether or not presently due, from the withdrawn general partner to the partnership shall be offset against the buyout price. Interest on these damages shall be paid from the date the amount owed becomes due to the date of payment.
A partnership shall indemnify a withdrawn general partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the withdrawal, except:

(a) Liabilities incurred by an act of the withdrawn general partner under section 29-1062.

(b) Liabilities for which the partner was not liable pursuant to section 29-215 or 29-1026.

If no agreement for the purchase of a withdrawn general partner's interest is reached within one hundred twenty days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the withdrawn general partner the amount, if any, the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under paragraph 1.
If a deferred payment is authorized under paragraph 6, the partnership may tender, in lieu of payment under paragraph 3, a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under paragraph 1, stating the terms of payment, the amount and type of security for payment and the other terms and conditions of the obligation.
The payment or tender required by paragraph 3 or 4 shall be accompanied by the following:

(a) A written statement of partnership assets and liabilities as of the date of withdrawal.

(b) The latest available partnership balance sheet and income statement, if any.

(d) Written notice that the payment is in full satisfaction of the obligation to purchase unless within one hundred twenty days after the written notice the withdrawn general partner commences an action to determine the buyout price, any offsets under paragraph 1 or other terms of the obligation to purchase.

A general partner who wrongfully withdraws before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause material hardship to the business of the partnership. A deferred payment shall bear interest and shall be adequately secured by partnership assets if and to the extent reasonably practicable.
A withdrawn general partner may maintain an action against the partnership, pursuant to section 29-1035, subsection B, paragraph 2, subdivision (b), to determine the buyout price of that partner's interest, any offsets under paragraph 1 or other terms of the obligation to purchase. The action shall be commenced within one hundred twenty days after the partnership tenders payment or an offer to pay or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the withdrawn general partner's interest, any offset due under paragraph 1 and accrued interest and shall enter a judgment for any additional payment or refund. If deferred payment is authorized under paragraph 4, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay in compliance with paragraph 3 or 4.

§ 29-335 Distribution in kind

Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership.

§ 29-336 Right to distribution

At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.

§ 29-337 Limitations on distribution; treatment as income

A. A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.

B. Except as otherwise provided in the partnership agreement or the trust instrument, a distribution to a partner that is a charitable remainder trust as defined in section 664(d) of the internal revenue code is income for the purposes of title 14, chapter 7, article 4 to the extent that the value of the partnership interest after distribution is equal to or greater than its value at the date of contribution of the partnership interest to the charitable remainder trust. In this section, "internal revenue code" has the same meaning prescribed in section 43-105.

§ 29-338 Liability on return of contribution

A. If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.

B. If a partner has received the return of any part of his contribution in violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of six years thereafter for the amount of the contribution wrongfully returned.

C. A partner receives a return of his contribution to the extent that a distribution to him reduces his share of the fair value of the net assets of the limited partnership below the value as set forth in the partnership records required to be kept pursuant to section 29-305 of his contribution which has not been distributed to him.

Article 7 Assignment of Partnership Interests

§ 29-339 Nature of partnership interest

A partnership interest is personal property.

§ 29-340 Assignment of partnership interest

Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest.

§ 29-341 Rights of judgment creditor

On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partner's partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest. This section provides the exclusive remedy by which a judgment creditor of a partner may satisfy a judgment out of the judgment debtor's interest in the partnership.

§ 29-342 Right of assignee to become limited partner

A. An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:

The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or
All other partners consent.

B. An assignee who has become a limited partner has, to the extent assigned, the rights and powers and is subject to the restrictions and liabilities of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in articles 5 and 6 of this chapter. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.

C. If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under sections 29-314 and 29-328.

§ 29-343 Power of estate of deceased or incompetent partner

If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property the partner's executor, administrator guardian, conservator or other legal representative may exercise all the partner's rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.

Article 8 Dissolution

§ 29-344 Nonjudicial dissolution

A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:

At the time, if any, specified in the certificate of limited partnership.
Upon the happening of events specified in writing in the partnership agreement.
Written consent of all partners.
An event of withdrawal of a general partner if there is no remaining general partner unless all the limited partners, or a lesser number or percentage of limited partners specified in the partnership agreement, agree to the continuation of the business of the limited partnership and to the appointment of one or more additional general partners within ninety days after the event of withdrawal, or such greater period as may be specified in the partnership agreement.
Entry of a decree of judicial dissolution under section 29-345.

§ 29-345 Judicial dissolution

On application by or for a partner or assignee or any other successor in interest of a partner, the superior court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.

§ 29-346 Winding up

Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners may wind up the limited partnership's affairs, but the superior court may wind up the limited partnership's affairs upon application of any partner, his legal representative or assignee.

§ 29-347 Distribution of assets

Upon the winding up of a limited partnership, the assets shall be distributed as follows:

To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under section 29-331 or 29-334;
Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under section 29-331 or 29-334; and
Except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.

Article 9 Foreign Limited Partnerships

§ 29-348 Law governing

Subject to the constitution of this state:

The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and
A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state.

§ 29-349 Registration

Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state, in duplicate, an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth:

The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state;
The state and date of its formation;
The name and address of any agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint. The agent shall be an individual resident of this state, a domestic corporation or a foreign corporation having a place of business in, and authorized to do business in, this state;
A statement that the secretary of state is appointed the agent of the foreign limited partnership for service of process if no agent has been appointed under paragraph 3 or, if appointed, the agent's authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence;
The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;
The name and business address of each general partner; and
The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions and an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is canceled or withdrawn.

§ 29-350 Issuance of registration

A. If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall:

Endorse on the application the word "filed", and the month, day and year of the filing thereof;
File in his office a duplicate original of the application; and
Issue a certificate of registration to transact business in this state.

B. The certificate of registration, together with a duplicate original of the application, shall be returned to the person who filed the application or his representative.

§ 29-351 Name

A foreign limited partnership may register with the secretary of state under any name, whether or not it is the name under which it is registered in its state of organization, that includes the words "limited partnership" or the initials "L.P." or "LP", in uppercase or lowercase letters, and that could be registered by a domestic limited partnership.

§ 29-352 Changes and amendments

If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the secretary of state a certificate, signed and sworn to by a general partner, correcting such statement.

§ 29-353 Cancellation of registration

A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the secretary of state to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this state.

§ 29-354 Transaction of business without registration

A. A foreign limited partnership transacting business in this state may not maintain any action, suit or proceeding in any court of this state until it has registered in this state.

B. The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit or proceeding in any court of this state.

C. A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.

D. A foreign limited partnership, by transacting business in this state without registration, appoints the secretary of state as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.

E. Without excluding other activities which may not constitute transacting business in this state, a foreign limited partnership is not considered to be transacting business in this state, for the purposes of this chapter, solely because it is carrying on in this state one or more of the following activities:

Maintaining, defending or effecting a settlement of an action or suit or an administrative or arbitrative proceeding or effecting the settlement of a claim or dispute.
Holding meetings of its partners or carrying on any other activities concerning its internal affairs.
Maintaining a bank account.
Maintaining an office or agency for the transfer, exchange and registration of its securities, or appointing and maintaining trustees or depositories with relation to its securities.
Effecting sales through an independent contractor.
Soliciting or receiving orders outside this state in pursuance of letters, circulars, catalogs or other forms of advertising or solicitation and accepting such orders outside this state and filling them with goods shipped into this state.
Creating as borrower or lender, or acquiring, indebtedness or mortgages or other security interests in real or personal property.
Securing or collecting debts or enforcing any right in property securing the debts.
Transacting business in interstate commerce.
Conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature.

F. The provisions of this section do not apply in determining the contacts or activities which may subject a foreign limited partnership to service of process, suit, taxation or regulation under any other statute of this state.

§ 29-355 Action by attorney general

The attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.

Article 10 Derivative Actions

§ 29-356 Right of action

A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.

§ 29-357 Proper plaintiff

In a derivative action, the plaintiff shall be a partner at the time of bringing the action and:

Shall have been a partner at the time of the transaction of which he complains; or
His status as a partner shall have devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.

§ 29-358 Pleading

In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.

§ 29-359 Expenses

If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.

Article 11 Miscellaneous

§ 29-360 Construction and application

This chapter shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this act among states enacting it.

§ 29-361 Short title

This chapter may be cited as the uniform limited partnership act.

§ 29-362 Severability

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the act which can be given effect without the invalid provision or application, and to this end the provisions of this act are severable.

§ 29-363 Rules for cases not provided for in this chapter

In any case not provided for in this chapter:

Chapter 5 of this title governs all limited partnerships formed from and after July 20, 1996.
All limited partnerships formed before July 20, 1996 are governed by chapter 2 of this title until the earlier of January 1, 2000 or the partnership's election to be governed by chapter 5 of this title in the manner required to amend the partnership agreement. Qualification as a limited liability partnership is an election to be governed by chapter 5 of this title.

§ 29-364 Application to existing limited partnership; definition

A. For purposes of this chapter a limited partnership formed under any prior statute of this state and in existence on July 24, 1982 is deemed an existing limited partnership. An existing limited partnership and its partners are governed by this chapter and have the same rights and are subject to the same limitations, restrictions and liabilities as a limited partnership formed under this chapter and its partners, except as follows:

The partners of an existing limited partnership are not required to execute and file a certificate of limited partnership under this chapter in order to maintain continued existence as a limited partnership under this chapter. As used in this chapter with respect to an existing limited partnership, unless the context otherwise requires, "certificate of limited partnership" means the certificate of limited partnership executed and filed or recorded pursuant to the statute under which such limited partnership was formed, and the certificate as amended or restated.
The provisions of this chapter relating to the events requiring, and the method of effecting, an amendment or cancellation of a certificate of limited partnership apply to an existing limited partnership to the same extent and in the same way such provisions apply to a limited partnership formed under this chapter, except that the first amendment of the certificate of limited partnership of an existing limited partnership made after July 24, 1982 shall be effected by the execution and filing of a certificate of amendment setting forth all of the information specified in section 29-308, subsection A. Such information shall be current as of the date of the filing of the certificate of amendment which may be in the form of a restated certificate of limited partnership. The execution and filing of such certificate of amendment shall not result in the dissolution or in any way adversely affect the continued existence of the existing limited partnership.
An existing limited partnership is not subject to section 29-302, paragraph 1 or 3 with respect to its name as set forth in its certificate of limited partnership on July 24, 1982, but it becomes subject to such provisions if, and at the time, any change in its name is made after July 24, 1982, except that the addition of the words "limited partnership" to an existing limited partnership's name is not, for the purpose of this section, deemed a change of name.
An existing limited partnership is not subject to section 29-304, paragraph 2 until the execution and filing with the secretary of state of the certificate of amendment referred to in paragraph 2 of this subsection, at which time the general partners of an existing limited partnership shall have the obligation, and the right and power, to appoint and thereafter continuously maintain an agent for service of process as required by section 29-304, paragraph 2.
The references in this chapter to the date of the filing of a limited partnership's original certificate of limited partnership mean, with respect to an existing limited partnership, the date on which the existing limited partnership's original certificate of limited partnership was filed or recorded pursuant to the statute under which it was formed.
A certificate of amendment, a restated certificate of limited partnership or a certificate of cancellation with respect to an existing limited partnership, in addition to setting forth the information specified in section 29-309, subsection A, section 29-309, subsection F or section 29-310, shall state the place where the original certificate of limited partnership was filed or recorded.
Sections 29-327, 29-328 and 29-338 apply only to contributions and distributions made after July 24, 1982.
Section 29-342 applies only to assignments made after July 24, 1982.
Unless otherwise agreed to by the partners, the applicable provisions of prior statutes governing allocation of profits and losses rather than section 29-329, distributions to a withdrawing partner rather than section 29-334 and distributions of assets on the winding up of a limited partnership rather than section 29-347 govern limited partnerships formed before July 24, 1982.

B. From and after July 24, 1982, all amendments to, restatements or any cancellation of the certificate of limited partnership of an existing limited partnership shall be filed with the secretary of state and no such amendment, restatement or cancellation shall be recorded in the office of the county recorder of any county of this state.

C. Notwithstanding any other provision of this section, on or before December 31, 1984, every existing limited partnership shall execute and file with the secretary of state a certificate of amendment which conforms to the requirements of subsection A, paragraphs 2, 4 and 6 of this section. Failure to execute and file such an amendment shall not result in the dissolution or in any way adversely affect the continued existence of the existing limited partnership. However, such existing limited partnership may not maintain any action, suit or proceeding in any court of this state after December 31, 1984, until such an amendment has been filed.

§ 29-365 Effect of enactment on accrued rights

The enactment of this chapter does not affect any right accrued or established or any liability or penalty incurred under any prior statute relating to limited partnerships.

§ 29-366 Fees

The secretary of state shall charge and collect in advance and deposit, pursuant to sections 35-146 and 35-147, in the state general fund the following fees:

Filing a certificate of limited partnership, ten dollars, plus three dollars per page.
Filing a certificate of amendment or any document described in chapter 6 of this title, ten dollars, plus three dollars per page.
Filing a restated certificate of limited partnership, ten dollars, plus three dollars per page.
Filing a certificate of cancellation of limited partnership, ten dollars, plus three dollars per page.
Filing an application for registration as a foreign limited partnership, ten dollars, plus three dollars per page.
Issuing a certificate of registration to transact business in this state, ten dollars.
Filing a certificate correcting a statement contained in an application for registration of a foreign limited partnership, ten dollars, plus three dollars per page.
Filing a certificate of cancellation of the registration of a foreign limited partnership, ten dollars, plus three dollars per page.
Filing an application for reservation of a name, ten dollars.
Filing a certificate declaring withdrawal under section 29-320, subsection A, paragraph 2, ten dollars, plus three dollars per page.
At time of any service of process upon the secretary of state as agent for service of process, twenty-five dollars, which amount may be recovered as taxable costs by the party to the suit or action causing such service to be made if such party prevails in the suit or action.
Document certification, five dollars per document.

Article 12 Limited Partnership as Limited Liability Partnership

§ 29-367 Limited partnership as limited liability partnership

A. A limited partnership is a limited liability partnership as well as a limited partnership if it:

Qualifies as a limited liability partnership as provided in section 29-1101 as permitted by its written partnership agreement or, if its written partnership agreement is silent, with the consent of the partners required to amend its written partnership agreement; and
Has a name that complies with the requirements of sections 29-302 and 29-1102.

B. In applying section 29-1101 to a limited partnership, all references to partners mean general partners.

C. If a limited partnership is a limited liability partnership, section 29-1026 applies to its general partners and to any of its limited partners who under the provisions of this chapter are liable for the debts or obligations of the partnership.

Article 13 Mergers and Other Restructuring Transactions

§ 29-368 Definitions

A. In this article, unless the context otherwise requires:

"Plan" means a plan of merger, interest exchange, conversion, domestication or division, as applicable.
"Transaction" means a merger, an interest exchange, a conversion, a domestication or a division, as applicable.

B. Except for terms defined in chapters 1 through 17 of this title or unless the context otherwise requires, terms used in this article have the same meanings prescribed in chapter 6 of this title.

§ 29-369 Entity restructuring transactions

A. If a plan is approved as provided by section 29-370, a domestic limited partnership may be a party to or otherwise undertake a transaction by adopting a plan and otherwise complying with this article and:

Chapter 6, article 2 of this title for a merger.
Chapter 6, article 3 of this title for an interest exchange.
Chapter 6, article 4 of this title for a conversion.
Chapter 6, article 5 of this title for a domestication.
Chapter 6, article 6 of this title for a division.

B. The effective time and date of the transaction are as provided in chapter 6 of this title. Except as expressly set forth in this article, the procedures regarding the effect of and all other aspects of the transaction are governed by chapter 6 of this title.

C. This section does not limit the power of a limited partnership to acquire all or part of the interests of another entity through a voluntary exchange or otherwise.

§ 29-370 Action on plan

The plan must be approved by all of the partners or a number or percentage specified for the transaction in the partnership agreement.

§ 29-373 Effect of transaction; definition

A. If the post-transaction entity is a domestic limited partnership, a partner of the post-transaction entity is liable for:

All obligations of an entity that is a party to or otherwise undertakes the transaction for which the partner was personally liable before the transaction.
All other obligations of the post-transaction entity incurred before the transaction by an entity that is a party to or otherwise undertakes the transaction, but those obligations may be satisfied only out of property of the post-transaction entity.
All obligations of the post-transaction entity incurred after the transaction takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner.

B. If the obligations incurred before the transaction by a domestic limited partnership that is a party to or otherwise undertakes the transaction are not to be satisfied out of the property of the post-transaction entity pursuant to the plan, the general partners of that partnership immediately before the effective date of the transaction shall contribute the amount necessary to satisfy that partnership's obligations to the post-transaction entity in the manner provided in section 29-1077, as if that partnership were dissolved.

C. A partner of a domestic limited partnership that is a party to or otherwise undertakes a transaction who does not become a partner or other interest holder of the post-transaction entity is dissociated, as provided in section 29-1051, from the domestic limited partnership of which that partner was a partner, as of the date the transaction takes effect. If the dissociated partner was a general partner before the transaction, the post-transaction entity shall cause the partner's interest in the limited partnership to be purchased under section 29-334, subsection C or section 29-1061, as applicable, or another statute specifically applicable to that partner's interest with respect to a transaction. If the dissociated partner was a general partner before the transaction, the post-transaction entity is bound under section 29-1062 by an act of a general partner dissociated under this subsection and the partner is liable under section 29-1063 for transactions entered into by the post-transaction entity after the transaction takes effect.

D. For the purposes of this section, "post-transaction entity" means any of the following, as applicable:

The surviving entity in a merger.
The converted entity in a conversion.
The domesticated entity in a domestication.
Each resulting entity in a division, jointly and severally.

Chapter 5 Revised Uniform Partnership Act

Article 1 General Provisions

§ 29-1001 Definitions

In this chapter, unless the context otherwise requires:

"Business" includes every trade, occupation and profession.
"Chief executive office" means the place from which the main part of the partnership's business is managed.
"Debtor in bankruptcy" means a person who is the subject of either:

(a) An order for relief under title 11 of the United States Code or a comparable order under a successor statute of general application.

(b) A comparable order under federal, state or foreign law governing insolvency.

"Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.
"Foreign limited liability partnership" means a partnership or limited partnership that is formed or created under laws other than the laws of this state and that is qualified as a limited liability partnership under those laws.
"General partner" means a partner in a partnership and a general partner in a limited partnership.
"Limited liability partnership" means a partnership or limited partnership that has filed a statement of qualification under section 29-1101.
"Limited partner" means a limited partner in a limited partnership.
"Limited partnership" means a limited partnership created under chapter 3 of this title, predecessor law or comparable law of another jurisdiction.
"Partner" means a general partner and, for purposes of article 9 of this chapter, both a general partner and a limited partner.
"Partnership" means an association or entity formed under section 29-1012, a predecessor law or a comparable law of another jurisdiction.
"Partnership agreement" means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement.
"Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
"Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.
"Person" means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency or instrumentality or any other legal or commercial entity.
"Property" means all property, real, personal or mixed, tangible or intangible, or any interest in such property.
"State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States.
"Statement" means a statement of partnership authority under section 29-1023, a statement of denial under section 29-1024, a statement of dissociation under section 29-1064, a statement of dissolution under section 29-1075, a statement of merger under section 29-2205, a statement of qualification as a limited liability partnership under section 29-1101, a statement of foreign qualification under section 29-1106 or an amendment or cancellation of any of the foregoing.
"Transfer" includes an assignment, conveyance, lease, mortgage, deed and encumbrance.

§ 29-1002 Knowledge and notice

A. A person knows a fact if the person has actual knowledge of it.

B. A person has notice of a fact if the person either:

Knows of it.
Has received a notification of it.
Has reason to know it exists from all of the facts known to the person at the time in question.

C. A person notifies or gives a notification of a fact to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows of it.

D. A person receives a notification when the notification either:

Comes to the person's attention.
Is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.

E. A person other than an individual knows, has notice or receives a notification of a fact for purposes of a particular transaction when the individual acting for the person and conducting the transaction knows, has notice or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.

§ 29-1003 Effect of partnership agreement; nonwaivable provisions

A. Except as otherwise provided in subsection B of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.

B. The partnership agreement shall not:

Vary the rights and duties under section 29-1005 except to eliminate the duty to provide copies of statements to all of the partners.
Unreasonably restrict the right of access to books and records under section 29-1033, subsection B.
Eliminate the duty of loyalty under section 29-1034, subsection B or section 29-1053, subsection B, paragraph 3, except that the partnership agreement may identify types or categories of activities that do not violate the duty of loyalty.
Eliminate the duty of care under section 29-1034, subsection C or section 29-1053, subsection B, paragraph 3, except that the partnership agreement may prescribe the standard by which the performance of the duty is to be measured.
Eliminate the obligation of good faith and fair dealing under section 29-1034, subsection D, except that the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured.
Vary the power to dissociate as a partner under section 29-1052, subsection A, except to require the notice under section 29-1051, paragraph 1 to be in writing.
Restrict rights of persons other than a partner, the partner's transferee, the legal representative of a partner, the transferee of the legal representative of a partner or the partnership under this chapter.
Vary the law applicable to a limited liability partnership under section 29-1006.

§ 29-1004 Supplemental principles of law

A. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

B. If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in section 44-1201.

§ 29-1005 Execution, filing and recording of statements

A. A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state.

B. A certified copy of a statement that has been filed in the office of the secretary of state and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the office of the secretary of state does not have the effect provided for recorded statements in this chapter.

C. Other than a statement of qualification under section 29-1101, a statement filed by a partnership shall be executed by at least two partners. Other statements shall be executed by a partner or any other person authorized by this chapter. Whether or not a statement contains an acknowledgment, verification or proof, the signature of each person signing a statement constitutes the affirmation or acknowledgment of that person, under penalty of perjury, that the statement is that person's act and deed or the act and deed of the partnership and that the facts stated in the statement are true.

D. A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement and states the substance of the amendment or cancellation.

E. A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or any other person does not limit the effectiveness of the statement as to a person who is not a partner.

F. The secretary of state may collect a fee for filing or providing a certified copy of a statement. The officer responsible for recording transfers of real property may collect a fee for recording a statement.

§ 29-1006 Law governing internal relations

A. Except as provided in subsection B, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership.

B. In the case of a limited liability partnership, the laws of this state govern relations among the partners and between the partners and the partnership, and the liability of the partners for obligations of the limited liability partnership.

§ 29-1007 Partnership subject to amendment or repeal

A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.

Article 2 Nature of Partnership

§ 29-1011 Partnership as entity

A. A partnership is an entity distinct from its partners.

B. A limited liability partnership is the same entity that existed before the filing of a statement of qualification under section 29-1101.

§ 29-1012 Formation of partnership

A. Except as otherwise provided in subsections B and C, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.

B. An association formed under a statute other than this chapter, a predecessor statute or a comparable statute of another jurisdiction is not a partnership under this chapter.

C. In determining whether a partnership is formed, the following rules apply:

Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property, except that the ownership establishes a partnership if the persons have declared in a written partnership agreement that the property is partnership property subject to the provisions of the partnership agreement and this chapter.
The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment either:

(a) Of a debt by installments or otherwise.

(b) For services as an independent contractor or of wages or other compensation to an employee.

(d) Of an annuity or any other retirement benefit to a beneficiary, representative or designee of a deceased or retired partner.

(e) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds or increase in value derived from the collateral.

(f) For the sale of the goodwill of any business or other property by installments or otherwise.

§ 29-1013 Partnership property

Property acquired by a partnership is property of the partnership and not of the partners individually.

§ 29-1014 When property is partnership property

A. Property is partnership property if acquired in the name of either:

The partnership.
One or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.

B. Property is acquired in the name of the partnership by a transfer to either:

The partnership in its name.
One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.

C. Property is presumed to be partnership property if it is purchased with partnership assets, even if it is not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.

D. Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.

Article 3 Relations of Partners to Persons Dealing with Partnership

§ 29-1021 Partner agent of partnership

Subject to the effect of a statement of partnership authority under section 29-1023:

Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.
An act of a partner that is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.

§ 29-1022 Transfer of partnership property

A. Partnership property may be transferred as follows:

Subject to the effect of a statement of partnership authority under section 29-1023, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.
Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

B. A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under section 29-1021 and either:

As to a subsequent transferee who gave value for property transferred under subsection A, paragraph 1 or 2 of this section, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
As to a transferee who gave value for property transferred under subsection A, paragraph 3 of this section, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.

C. A partnership shall not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection B of this section, from any earlier transferee of the property.

D. If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.

§ 29-1023 Statement of partnership authority

A. A partnership may file a statement of partnership authority that:

Shall include:

(a) The name of the partnership.

(b) The street address of its chief executive office and of one office in this state, if there is one.

(c) The names and mailing addresses of all of the partners or of an agent appointed and maintained by the partnership for the purpose of subsection B of this section.

(d) The names of the partners authorized to execute an instrument transferring real property held in the name of the partnership.

May state the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter.

B. If a statement of partnership authority names an agent, the agent shall maintain a list of the names and mailing addresses of all of the partners and shall make it available to any person on request for good cause shown.

C. If a filed statement of partnership authority is executed pursuant to section 29-1005, subsection C and states the name of the partnership but does not contain all of the other information required by subsection A of this section, the statement nevertheless operates with respect to a person who is not a partner as provided in subsections D and E of this section.

D. Except as otherwise provided in subsection G of this section, a filed statement of partnership authority supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:

Except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without knowledge to the contrary, as long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority.
A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a filed statement of partnership authority recorded in the office for recording transfers of that real property is conclusive in favor of a person who gives value without knowledge to the contrary, as long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then of record in the office for recording transfers of that real property. The recording in the office for recording transfers of that real property of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.

E. A person who is not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the filed statement containing the limitation on authority is of record in the office for recording transfers of that real property.

F. Except as otherwise provided in subsections D and E of this section and sections 29-1064 and 29-1075, a person who is not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement.

G. Unless earlier canceled, a filed statement of partnership authority is canceled by operation of law five years after the date on which the statement, or the most recent amendment, was filed with the secretary of state.

§ 29-1024 Statement of denial

A partner or any other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to section 29-1023, subsection B may file a statement of denial stating the name of the partnership and the fact that is being denied, including denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in section 29-1023, subsections D and E.

§ 29-1025 Partnership liable for partner's actionable conduct

A. A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.

B. If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person who is not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.

§ 29-1026 Partner's liability

A. Except as otherwise provided in subsections B, C and D of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.

B. A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.

C. Obligations incurred by a partnership or a limited partnership while the partnership or limited partnership is a limited liability partnership, whether arising in contract, tort or otherwise, are solely the obligations of the limited liability partnership. A partner is not personally liable, directly or indirectly, including by way of contribution or indemnification, for such obligations of the limited liability partnership incurred during the time the partnership or limited partnership is a limited liability partnership solely by reason of being or acting as such a partner. Notwithstanding contrary provisions in a partnership agreement existing prior to the effective date of a statement of qualification, the filing of a statement pursuant to section 29-1101 creates a presumption that the partners have agreed to the applicability of this subsection.

D. If a limited partnership is a limited liability partnership, this section applies to its general partners and to any of its limited partners who, under the provisions of chapter 3 of this title, are liable for the debts or obligations of the partnership.

E. Failure to observe the entity formalities otherwise applicable to the conduct or management of the business of the limited liability partnership is not a ground for imposing personal liability on any partner for the acts or debts of the limited liability partnership.

F. A partner may not receive a distribution from a limited liability partnership to the extent the distribution constitutes a transfer in violation of title 44, chapter 8.

§ 29-1027 Actions by and against partnership and partners

A. A partnership may sue and be sued in the name of the partnership.

B. Except as otherwise provided in subsection F of this section, an action may be brought against the partnership and any or all of the partners in the same action or in separate actions.

C. A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.

D. A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless either:

The claim is for a debt, obligation or liability for which the partner is liable as provided in section 29-1026 and either:

(a) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part.

(b) The partnership is a debtor in bankruptcy.

(d) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome or that the grant of permission is an appropriate exercise of the court's equitable powers.

Liability is imposed on the partner by law or contract independent of the existence of the partnership.

E. This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under section 29-1028.

F. A partner is not a proper party to an action against a limited liability partnership where that partner would not be personally liable for the claim under section 29-1026.

§ 29-1028 Liability of purported partner

A. If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons who are not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies on the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.

B. If a person pursuant to subsection A is represented to be a partner in an existing partnership, or with one or more persons who are not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance on the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or partnership obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.

C. A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.

D. A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.

E. Except as otherwise provided in subsections A and B, persons who are not partners as to each other are not liable as partners to other persons.

Article 4 Relations of Partners to Each Other and to Partnership

§ 29-1031 Partner's rights and duties

A. Each partner is deemed to have an account that is both:

Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits.
Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.

B. Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.

C. A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.

D. A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.

E. A payment or advance that is made by a partner and that gives rise to a partnership obligation under subsection C or D of this section constitutes a loan to the partnership that accrues interest from the date of the payment or advance.

F. Each partner has equal rights in the management and conduct of the partnership business.

G. A partner may use or possess partnership property only on behalf of the partnership.

H. A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.

I. A person may become a partner only with the consent of all of the partners.

J. A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.

K. This section does not affect the obligations of a partnership to other persons under section 29-1021.

§ 29-1032 Distributions in kind

A partner has no right to receive, and may not be required to accept, a distribution in kind.

§ 29-1033 Partner's rights and duties with respect to information

A. A partnership shall keep its books and records, if any, at its chief executive office.

B. A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.

C. Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:

Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter.
On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

§ 29-1034 General standards of partner's conduct

A. The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections B and C.

B. A partner's duty of loyalty to the partnership and the other partners is limited to the following:

To account to the partnership and hold as trustee for it any property, profit or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity.
To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership.
To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.

C. A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law.

D. A partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.

E. A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.

F. A partner may lend money to and transact other business with the partnership if the loan or other business transaction is approved pursuant to subsection H, and as to each loan or transaction, the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.

G. This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.

H. All of the partners or a lesser number or percentage specified in the partnership agreement may authorize or ratify an act or transaction that otherwise would violate a fiduciary duty of a partner.

§ 29-1035 Actions by partnership and partners

A. A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.

B. A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to either:

Enforce the partner's rights under the partnership agreement.
Enforce the partner's rights under this chapter, including:

(a) The partner's rights under section 29-1031, 29-1033 or 29-1034.

(b) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section 29-1061 or enforce any other right under article 6 or 7 of this chapter.

(c) The partner's right to compel a dissolution and winding up of the partnership business under section 29-1071 or enforce any other right under article 8 of this chapter.

Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.

C. The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting on a dissolution and winding up does not revive a claim barred by law.

§ 29-1036 Continuation of partnership beyond definite term or particular undertaking

A. If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, as far as is consistent with a partnership at will.

B. If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership continue.

Article 5 Transferees and Creditors of Partner

§ 29-1041 Partner not co-owner of partnership property

A partner is not a co-owner of partnership property and has no interest in partnership property that can be transferred, either voluntarily or involuntarily.

§ 29-1042 Partner's transferable interest in partnership

The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property.

§ 29-1043 Transfer of partner's transferable interest

A. A transfer, in whole or in part, of a partner's transferable interest in the partnership:

Is permissible.
Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business.
Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions or to inspect or copy the partnership books or records.

B. A transferee of a partner's transferable interest in the partnership has a right to:

Receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
Receive on the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor.
Seek under section 29-1071, paragraph 6 a judicial determination that it is equitable to wind up the partnership business.
Exercise the rights under section 29-1071, paragraph 7.

C. In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.

D. On transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.

E. A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer.

F. A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.

§ 29-1044 Partner's transferable interest subject to charging order

A. On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and may make all other orders, directions, accounts and inquiries the judgment debtor might have made or that the circumstances of the case may require.

B. A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.

C. At any time before foreclosure, an interest charged may be redeemed either:

By the judgment debtor.
With property other than partnership property, by one or more of the other partners.
With partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.

D. This chapter does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.

E. This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.

Article 6 Partner's Dissociation

§ 29-1051 Events causing partner's dissociation

A partner is dissociated from a partnership on the occurrence of any of the following events:

The partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner.
An event agreed to in the partnership agreement as causing the partner's dissociation.
The partner's expulsion pursuant to the partnership agreement.
The partner's expulsion by the unanimous vote of the other partners if either:

(a) It is unlawful to carry on the partnership business with that partner.

(b) There has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes that has not been foreclosed, or a court order charging the partner's interest, that has not been foreclosed.

(c) Within ninety days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business.

(d) A partnership, limited partnership or limited liability company that is a partner has been dissolved and its business is being wound up.

On application by the partnership or another partner, the partner's expulsion by judicial determination because either:

(a) The partner engaged in wrongful conduct that adversely and materially affected the partnership business.

(b) The partner wilfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under section 29-1034.

(c) The partner engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with the partner.

The partner either:

(a) Becomes a debtor in bankruptcy.

(b) Executes an assignment for the benefit of creditors.

(c) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of that partner or of all or substantially all of that partner's property.

(d) Fails, within ninety days after the appointment, to have vacated or stayed the appointment of a trustee, receiver or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or fails within ninety days after the expiration of a stay to have the appointment vacated.

In the case of a partner who is an individual either:

(a) The partner's death.

(b) The appointment of a guardian or general conservator for the partner.

(c) A judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement.

In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee.
In the case of a partner that is an estate or that is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative.
Termination of a partner's existence.

§ 29-1052 Partner's power to dissociate; wrongful dissociation

A. A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to section 29-1051, paragraph 1.

B. A partner's dissociation is wrongful only if either:

It is in breach of an express provision of the partnership agreement.
In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking either:

(a) The partner withdraws by express will, unless the withdrawal follows within ninety days after another partner's dissociation by death or otherwise under section 29-1051, paragraphs 6 through 10 or wrongful dissociation under this subsection.

(b) The partner is expelled by judicial determination under section 29-1051, paragraph 5.

(d) In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it wilfully dissolved or terminated.

C. A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.

§ 29-1053 Effect of partner's dissociation

A. If a partner's dissociation results in a dissolution and winding up of the partnership business, article 8 of this chapter applies. Otherwise, article 7 of this chapter applies.

B. On a partner's dissociation:

The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 29-1073.
The partner's duty of loyalty under section 29-1034, subsection B, paragraph 3 terminates.
The partner's duty of loyalty under section 29-1034, subsection B, paragraphs 1 and 2 and duty of care under section 29-1034, subsection C continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to section 29-1073 in which event those duties continue as to all matters arising and events occurring during the winding up.

Article 7 Partner's Dissociation When Business Not Wound Up

§ 29-1061 Purchase of dissociated partner's interest

A. If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under section 29-1071, the partnership shall cause the dissociated partner's interest, if any, in the partnership to be purchased for a buyout price determined pursuant to subsection B of this section.

B. The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under section 29-1077, subsection B if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the continuing services of any of the partners and the partnership were wound up as of that date. Interest shall be paid from the date of dissociation to the date of payment.

C. Damages for wrongful dissociation under section 29-1052, subsection B, and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, shall be offset against the buyout price. Interest shall be paid from the date the amount owed becomes due to the date of payment.

D. A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under section 29-1062.

E. If no agreement for the purchase of a dissociated partner's interest is reached within one hundred twenty days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount, if any, the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection C of this section.

F. If a deferred payment is authorized under subsection H of this section, the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection C of this section, stating the time of payment, the amount and type of security for payment and the other terms and conditions of the obligation.

G. The payment or tender required by subsection E or F of this section shall be accompanied by the following:

A written statement of partnership assets and liabilities as of the date of dissociation.
The latest available partnership balance sheet and income statement, if any.
A written explanation of how the estimated amount of the payment was calculated.
Written notice that the payment is in full satisfaction of the obligation to purchase unless, within one hundred twenty days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection C of this section or other terms of the obligation to purchase.

H. A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause material hardship to the business of the partnership. A deferred payment shall bear interest and shall be adequately secured by partnership assets if and to the extent reasonably practicable.

I. A dissociated partner may maintain an action against the partnership, pursuant to section 29-1035, subsection B, paragraph 2, subdivision (b), to determine the buyout price of that partner's interest, any offsets under subsection C of this section or other terms of the obligation to purchase. The action shall be commenced within one hundred twenty days after the partnership tenders payment or an offer to pay or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection C of this section and accrued interest and shall enter judgment for any additional payment or refund. If deferred payment is authorized under subsection H of this section, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay or to comply with subsection G of this section.

§ 29-1062 Dissociated partner's power to bind and liability to partnership

A. For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under article 9 of this chapter, is bound by an act of the dissociated partner that would have bound the partnership under section 29-1021 before dissociation only if at the time of entering into the transaction the other party:

Reasonably believed that the dissociated partner was then a partner.
Did not have notice of the partner's dissociation.
Is not deemed to have had knowledge under section 29-1023, subsection E or notice under section 29-1064, subsection C.

B. A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection A of this section.

§ 29-1063 Dissociated partner's liability to other persons

A. A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection B of this section.

B. A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership pursuant to any merger permitted by law, within two years after the partner's dissociation, only if the partner is liable for the obligation under section 29-1026 and at the time of entering into the transaction the other party:

Relied on a reasonable belief that the dissociated partner was then a partner.
Did not have notice of the partner's dissociation.
Is not deemed to have had knowledge under section 29-1023, subsection E or notice under section 29-1064, subsection C.

C. By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.

D. A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.

§ 29-1064 Statement of dissociation

A. A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.

B. A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of section 29-1023, subsections D and E.

C. For the purposes of section 29-1062, subsection A, paragraph 3 and section 29-1063, subsection B, paragraph 3, a person who is not a partner is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed.

§ 29-1065 Continued use of partnership name

Continued use of a partnership name, or a dissociated partner's name as part of a partnership name, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.

Article 8 Winding Up Partnership Business

§ 29-1071 Events causing dissolution and winding up of partnership business

A partnership is dissolved, and its business shall be wound up, only on the occurrence of any of the following events:

In a partnership at will, the partnership having notice from a partner, other than a partner who is dissociated under section 29-1051, paragraphs 2 through 10, of that partner's express will to withdraw as a partner, or on a later date specified by the partner.
In a partnership for a definite term or particular undertaking either:

(a) Within ninety days after a partner's dissociation by death or otherwise under section 29-1051, paragraphs 6 through 10 or wrongful dissociation under section 29-1052, subsection B, the express will of at least half of the remaining partners to wind up the partnership business. A partner's rightful dissociation pursuant to section 29-1052, subsection B, paragraph 2, subdivision (a) constitutes the expression of that partner's will to wind up the partnership business.

(b) The express will of all of the partners to wind up the partnership business.

(c) After the expiration of the term, at the election of any partner by written notice to the partnership, or on the completion of the undertaking.

An event agreed to in the partnership agreement resulting in the winding up of the partnership business.
An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section.
On application by a partner, a judicial determination that either:

(a) The economic purpose of the partnership is likely to be unreasonably frustrated.

(b) Another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with that partner.

(c) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement.

On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business either:

(a) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer.

(b) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.

The expiration of ninety days after a partner's dissociation that results in one or no remaining partner, unless the dissociation was pursuant to section 29-1051, paragraph 6 or 7 and before the expiration, all of the transferees, including transferees of the dissociated partner, and the remaining partner, if any, agree by written consent to continue the business of the partnership and admit that number of partners sufficient to cause the partnership to have at least two partners.

§ 29-1072 Partnership continues after dissolution

A. Subject to subsection B of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. If the partnership is a limited liability partnership, its status as a limited liability partnership continues until termination.

B. At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event both:

The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred.
The rights of a third party accruing under section 29-1074, paragraph 1 or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.

§ 29-1073 Right to wind up partnership business

A. After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative or transferee, the superior court, for good cause shown, may order judicial supervision of the winding up.

B. The legal representative of the last surviving partner may wind up a partnership's business.

C. A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to section 29-1077, settle disputes by mediation, arbitration or otherwise and perform other necessary acts.

§ 29-1074 Partner's power to bind partnership after dissolution

Subject to section 29-1075, a partnership is bound by a partner's act after dissolution that either:

Is appropriate for winding up the partnership business.
Would have bound the partnership under section 29-1021 before dissolution, if the other party to the transaction did not have notice of the dissolution.

§ 29-1075 Statement of dissolution

A. After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.

B. A statement of dissolution cancels a filed statement of partnership authority for the purposes of section 29-1023, subsection D and is a limitation on authority for the purposes of section 29-1023, subsection E.

C. For the purposes of sections 29-1021 and 29-1074, a person who is not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety days after it is filed.

D. After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority that operates with respect to a person who is not a partner as provided in section 29-1023, subsections D and E in any transaction, whether or not the transaction is appropriate for winding up the partnership business.

E. In order for a partnership to file a statement of dissolution where that partnership has not previously filed a statement of partnership authority with the secretary of state, the partnership must first file a statement of partnership authority with the secretary of state pursuant to section 29-1023. The secretary of state shall not accept any statement of dissolution for which a statement of partnership authority has not first been filed with the secretary of state.

§ 29-1076 Partner's liability to other partners after dissolution

A. Except as otherwise provided in subsection B of this section or in section 29-1026, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 29-1074.

B. A partner who, with knowledge of the dissolution, incurs a partnership liability under section 29-1074, paragraph 2 by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.

§ 29-1077 Settlement of accounts and contributions among partners

A. In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, shall be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection B of this section.

B. Each partner is entitled to a settlement of all partnership accounts on winding up the partnership business. In settling accounts among the partners, the profits and losses during the period of winding up, including those profits and losses that result from the liquidation of the partnership assets, shall be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account except that in determining such excess, charges attributable to obligations for which the partner is personally liable under section 29-1026 shall not be considered. Damages for wrongful dissociation under section 29-1052, subsection B and all other amounts owing, whether or not presently due, from the partner to the partnership shall be offset against the amounts distributable to the partner and shall increase the amount that must be contributed by the partner pursuant to this section.

C. If a partner fails to contribute the full amount required under subsection B of this section, each of the other partners shall contribute, in the proportion in which the partner shares partnership losses, the additional amount necessary to satisfy any partnership obligations. A partner or partner's legal representative may recover from the other partners any contributions that the partner or legal representative makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is liable under section 29-1026.

D. After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations or the amounts of obligations that were not known at the time of the settlement.

E. The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.

F. An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.

G. A person who was a partner at any time within ninety days before the commencement of winding up is a partner for the purposes of this section.

Article 9 Mergers and Other Restructuring Transactions

§ 29-1081 Definitions

A. In this article, unless the context otherwise requires:

"Plan" means a plan of merger, interest exchange, conversion, domestication or division, as applicable.
"Transaction" means a merger, an interest exchange, a conversion, a domestication or a division, as applicable.

B. Except for terms defined in section 29-1001 or unless the context otherwise requires, terms used in this article have the same meanings prescribed in chapter 6 of this title.

§ 29-1082 Entity restructuring transactions

A. If a plan is approved as provided by section 29-1083, a partnership may be a party to or otherwise undertake a transaction by adopting a plan and otherwise complying with this article and:

Chapter 6, article 2 of this title for a merger.
Chapter 6, article 3 of this title for an interest exchange.
Chapter 6, article 4 of this title for a conversion.
Chapter 6, article 5 of this title for a domestication.
Chapter 6, article 6 of this title for a division.

C. This section does not limit the power of a partnership to acquire all or part of the interests of another entity through a voluntary exchange or otherwise.

§ 29-1083 Action on plan

The plan must be approved by all of the partners or a number or percentage specified for the transaction in the partnership agreement.

§ 29-1086 Effect of transaction; definition

A. If the post-transaction entity is a domestic partnership, a partner of the post-transaction entity is liable for:

All obligations of an entity that is a party to or otherwise undertakes the transaction for which the partner was personally liable before the transaction.
All other obligations of the post-transaction entity incurred before the transaction by an entity that is a party to or otherwise undertakes the transaction, but those obligations may be satisfied only out of property of the post-transaction entity.

B. If the obligations incurred before the transaction by a domestic partnership that is a party to or otherwise undertakes the transaction are not to be satisfied out of the property of the post-transaction entity pursuant to the plan, the general partners of that partnership immediately before the effective date of the transaction shall contribute the amount necessary to satisfy that partnership's obligations to the post-transaction entity, in the manner provided in section 29-1077, as if that partnership were dissolved.

C. A partner of a domestic partnership that is a party to or otherwise undertakes a transaction who does not become a partner or any other interest holder of the post-transaction entity is dissociated from the partnership, of which that partner was a partner, as of the date the transaction takes effect. The post-transaction entity shall cause the partner's interest in the partnership to be purchased under section 29-1061 or another statute specifically applicable to that partner's interest with respect to a transaction. The post-transaction entity is bound under section 29-1062 by an act of a general partner dissociated under this subsection, and the partner is liable under section 29-1063 for transactions entered into by the post-transaction entity after the transaction takes effect.

D. For the purposes of this section, "post-transaction entity" means any of the following, as applicable:

The surviving entity in a merger.
The converted entity in a conversion.
The domesticated entity in a domestication.
Each resulting entity in a division, jointly and severally.

Article 10 Limited Liability Partnerships

§ 29-1101 Statement of qualification

A. A partnership or limited partnership may become a limited liability partnership pursuant to this section.

B. The terms and conditions of a partnership or limited partnership becoming a limited liability partnership must be approved by the vote necessary to amend the partnership agreement.

C. After the approval provided in subsection B of this section, a partnership or limited partnership may file a statement of qualification which shall include the following:

The name of the partnership or limited partnership and the name of the limited liability partnership;
The street address of the chief executive office of the partnership or limited partnership and, if the chief executive office is not located in this state, the street address of an office in this state, if any;
The name and street address of its agent for service of process pursuant to section 29-1104;
A statement that the partnership or limited partnership is applying for status as a limited liability partnership;
A delayed effective date, if any.

D. The status of the partnership or limited partnership as a limited liability partnership is effective on the later of the filing of the statement or a later date specified in the statement and such status remains effective, regardless of changes in the partnership or limited partnership, until the statement is canceled under section 29-1005, subsection D or revoked under section 29-1103.

E. The status of a partnership or limited partnership as a limited liability partnership and the liability of its partners shall not be affected by errors or subsequent changes in the information required to be set forth in the statement of qualification under subsection C of this section.

F. The filing of the statement of qualification is conclusive proof that a partnership or limited partnership has satisfied all conditions precedent to the qualification of a partnership or limited partnership as a limited liability partnership.

G. An amendment or cancellation of a statement of qualification is effective at the time of its filing or on a later delayed effective date specified in the amendment or cancellation.

H. Execution of a statement or a certificate by a limited liability partnership or a foreign limited liability partnership constitutes an affirmation by the person who signed it under the penalties of perjury that the facts stated in the application or certificate are true.

§ 29-1102 Name

The name of a limited liability partnership shall:

Contain the words "registered limited liability partnership", "limited liability partnership", the abbreviation "R.L.L.P.", "L.L.P." or the designation "RLLP" or "LLP", in uppercase or lowercase letters, except that the name of a limited liability partnership that is also a limited partnership under section 29-367 may contain the abbreviations "R.L.L.L.P.", "L.L.L.P." or the designation "RLLLP" or "LLLP", in uppercase or lowercase letters, in which case the requirements of section 29-302, paragraph 1 are deemed satisfied.
Not contain the words "association", "corporation" or "incorporated" or an abbreviation of these words.
Be distinguishable from the name of a limited liability company, limited partnership or corporation existing under the laws of this state or a foreign limited liability company, limited partnership or corporation authorized to transact business in this state, or a name the exclusive right to which, at the time, is reserved in the manner provided under the laws of this state or a trade name registered pursuant to title 44, chapter 10, article 3.1. This paragraph does not apply if the applicant files with the secretary of state either of the following:

(a) The written consent of the holder of the name to use the same name and one or more words are added or deleted to make the name distinguishable from the other name.

(b) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to use the name applied for in this state.

§ 29-1103 Publication and annual reports; late filing penalty

A. Within sixty days after the filing with the secretary of state of a statement of qualification, there shall be published in a newspaper of general circulation in the county of the limited liability partnership's chief executive office, or if the limited liability partnership's chief executive office is not located in this state, in the county of the limited liability partnership's office in this state, or if none, the county of the limited liability partnership's statutory agent, for three consecutive publications, a copy of the statement of qualification.

B. A limited liability partnership and a foreign limited liability partnership authorized to transact business in this state shall file an annual report with the office of the secretary of state that sets forth all of the following:

The name of the limited liability partnership and the state or country under whose laws the foreign limited liability partnership is formed or created.
The current street address of the office required to be set forth in section 29-1101, subsection C, paragraph 2.
The name and street address of its agent for service of process in this state.

C. An annual report must be filed between January 1 and April 30 of each year following the calendar year in which a partnership or limited partnership files a statement of qualification to become a limited liability partnership or a foreign partnership becomes authorized to transact business in this state. If a limited liability partnership is delinquent in filing its annual report, the secretary of state may assess a late filing penalty when the limited liability partnership submits its annual report.

D. The secretary of state may administratively revoke the statement of qualification of a limited liability partnership if the secretary of state determines that the statement of qualification does not conform to the filing provisions of this article or if the limited liability partnership fails to file an annual report when due or to pay the required filing fee or fails to perform the publication requirements of subsection A of this section. The secretary of state must provide the limited liability partnership at least sixty days' written notice of the intent to revoke the statement. The notice shall be mailed to the limited liability partnership at its office set forth in the last filed statement of qualification or annual report. The notice must specify the nonconformance, that the statement of qualification has not been published pursuant to subsection A of this section, the annual reports that have not been filed or the fees that have not been paid and the future effective date of revocation. The revocation will not be effective if the specified filing requirements, evidence of publication or annual reports are filed and the specified fees are paid before the specified effective date of revocation.

E. A revocation under subsection D of this section only affects a partnership's or limited partnership's status as a limited liability partnership and does not constitute an event of dissolution of the partnership or limited partnership.

F. A partnership or limited partnership whose statement has been administratively revoked may apply to the secretary of state for reinstatement within two years after the effective date of the revocation. The application shall recite the name of the partnership or limited partnership and the effective date of the revocation and state that the grounds for revocation either did not exist or have been corrected. If another corporation or partnership has adopted the name of the limited liability partnership or another person has adopted the name of the limited liability partnership as a trade name, the application shall be accompanied by an amendment to the statement of foreign qualification that is in accordance with section 29-1105 and that adopts a new name for the limited liability partnership that complies with section 29-1102.

G. A reinstatement under subsection F of this section relates back to and takes effect as of the effective date of the administrative revocation, and the partnership's or limited partnership's status as a limited liability partnership continues as if the administrative revocation never occurred.

H. An amendment to the statement of qualification shall be filed by a limited liability partnership or foreign limited liability partnership not later than sixty days after the occurrence of any of the following:

A change in the name of the limited liability partnership.
A change in the address of the chief executive office of the partnership.
The partnership or limited partnership has knowledge that a material statement in the statement of qualification was false or inaccurate when made or that any facts described therein have changed, making the statement of qualification inaccurate in any material respect.

I. An amendment to the statement of qualification may be filed for any other proper purpose. The filing of a statement of cancellation by or on behalf of a partnership or limited partnership pursuant to this section shall be effective only to cancel the partnership's or limited partnership's qualification as a limited liability partnership and, unless it specifically so provides, shall not indicate the dissolution of the partnership or limited partnership. On any revocation or the filing of any statement of cancellation, the secretary of state shall be the agent for service of process in any action, suit or proceeding based on any cause of action arising during the time the limited liability partnership was qualified under section 29-1101 or the foreign limited liability partnership was authorized to transact business in this state.

§ 29-1104 Designated office and agent for service of process

A. A limited liability partnership and a foreign limited liability partnership authorized to do business in this state shall designate and continuously maintain in this state a statutory agent for service of process on the limited liability partnership. The sole duty of the statutory agent is to forward to the registered limited liability partnership or foreign registered limited liability partnership at its last known address any process, notice or demand that is served on the statutory agent.

B. An agent must be an individual resident of this state, a domestic corporation, a domestic limited liability company, a foreign corporation or foreign limited liability company authorized to do business in this state.

C. A limited liability partnership or a foreign limited liability partnership may change its agent for service of process by filing an amendment to the statement as provided in section 29-1005, subsection D. An amendment or cancellation is effective at the time of its filing unless a later date is set forth in the certificate of amendment.

D. An agent for service of process may resign by signing and filing with the office of the secretary of state a certificate of resignation. The secretary of state shall mail a copy of the filed certificate to the limited liability partnership at its chief executive office. An agency is terminated on the thirty-first day after the certificate is filed with the office of the secretary of state.

E. A notice of change in statutory agent shall be executed promptly by a limited liability partnership or foreign limited liability partnership whenever its statutory agent dies, resigns or ceases to satisfy the requirements of this section. If a limited liability partnership or a foreign limited liability partnership fails to appoint or maintain an agent for service of process in this state or the agent for service of process cannot with reasonable diligence be found at the agent's address, the secretary of state is an agent of the partnership upon whom process, notice or demand may be served.

F. If a statutory agent changes his business address to another place within this state, he shall change his address for any limited liability partnership or foreign limited liability partnership of which he is a statutory agent by filing a notice signed, either manually or in facsimile by the statutory agent, and reciting that a copy of the notice has been mailed to the limited liability partnership at its chief executive office.

G. The statutory agent of a limited liability partnership or foreign limited liability partnership is the limited liability partnership's agent for service of process, notice or demand required or permitted by law to be served on the limited liability partnership. This section does not prescribe the only means of serving a limited liability partnership or a foreign limited liability partnership.

§ 29-1105 Law governing foreign limited liability partnerships

A. The laws of the state or other jurisdiction under which a foreign limited liability partnership is formed or created govern relations among the partners and between the partners and the partnership, and the liability of partners for obligations or the partnership.

B. A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the laws of another jurisdiction under which the foreign limited liability partnership is formed or created and the laws of this state.

C. A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a limited liability partnership may not engage in or exercise in this state as a limited liability partnership.

§ 29-1106 Statement of foreign qualification

A. Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification which shall include the following:

The name of the foreign limited liability partnership which satisfies the requirements of section 29-1102 and the state or country under whose laws it is formed or created;
The street address of the chief executive office of the foreign limited liability partnership and, if the chief executive office is not located in this state, the street address of an office in this state, if any;
The name and street address of its agent for service of process required under section 29-1104; and
A delayed effective date, if any.

B. The status of the partnership or limited partnership as a foreign limited liability partnership is effective on the later of the filing of the statement or a later date specified in the foreign statement of foreign qualification, and such status remains effective, regardless of changes in the partnership, until the statement of foreign qualification is canceled under section 29-1005, subsection D or revoked under section 29-1103.

C. An amendment or cancellation of a foreign statement of qualification is effective at the time of its filing or on a later delayed effective date specified in the amendment or cancellation.

§ 29-1107 Effect of failure to qualify

A. A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has filed a statement of foreign qualification.

B. The failure of a foreign limited liability partnership to file a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or prevent it from defending an action or proceeding in this state.

C. Limitations on personal liability of partners are not waived solely by transacting business in this state without a statement of foreign qualification.

D. If a foreign limited liability partnership transacts business in this state without a statement of foreign qualification, it appoints the secretary of state as its agent for service of process for claims for relief arising out of the transaction of business in this state.

§ 29-1108 Activities not constituting transacting business

A. Activities of a foreign limited liability partnership that do not constitute transacting business pursuant to this article include:

Maintaining, defending or settling an action or proceeding.
Holding meetings of its partners or carrying on any other activity concerning its internal affairs.
Maintaining bank accounts.
Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited liability partnership's own securities or maintaining trustees or depositories with respect to those securities.
Selling through independent contractors.
Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
Creating or acquiring indebtedness, mortgages or security interest in real or personal property.
Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired.
Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner.
Transacting business in interstate commerce.

B. For purposes of this article, the ownership in this state of income producing real property or tangible personal property, other than property excluded under subsection A, constitutes transacting business in this state.

C. This section does not apply in determining the contracts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this state.

§ 29-1109 Action by attorney general

The attorney general may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of this article.

Article 11 Miscellaneous Provisions

§ 29-1110 Uniformity of application and construction

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.

§ 29-1111 Effect of enactment on accrued rights

This act does not affect:

An action or proceeding commenced or right accrued or any liability incurred before the effective date of this chapter.
The validity or enforceability of any provision of a partnership agreement which was valid or enforceable under any prior statute that was in effect at the time such provision became part of the partnership agreement.

Chapter 6 Arizona Entity Restructuring Act

Article 1 General Provisions

§ 29-2101 Short title

This chapter may be cited as the "Arizona Entity Restructuring Act".

§ 29-2102 Definitions

In this chapter, unless the context otherwise requires:

"Acquired entity" means an entity in which all of one or more classes or series of interests are acquired in an interest exchange.
"Acquiring entity" means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.
"Appropriate filing authority" means:

(a) With respect to corporations, business trusts and limited liability companies, the commission.

(b) With respect to limited partnerships and limited liability partnerships, the secretary of state.

"Approve" means, in the case of an entity, that its governors and interest holders take whatever steps are necessary under its organizational documents, governing statute and other law to do all of the following:

(a) Propose a transaction subject to this chapter.

(b) Adopt and approve the terms and conditions of the transaction.

(c) Conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders.

"Business corporation" means a business corporation, a close corporation, a professional corporation, a business development corporation and a benefit corporation.
"Commission" means the Arizona corporation commission.
"Conversion" means a transaction authorized by article 4 of this chapter.
"Converted entity" means the converting entity as it continues in existence after a conversion.
"Converting entity" means the domestic entity that approves a plan of conversion pursuant to section 29-2403 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of organization.
"Corporation" means a business corporation or a nonprofit corporation.
"Dividing entity" means the domestic entity that approves a plan of division pursuant to section 29-2603 or the foreign entity that approves a division pursuant to the law of its jurisdiction of organization. A dividing entity is also a resulting entity if the dividing entity survives the division.
"Division" means a transaction authorized by article 6 of this chapter.
"Domestic entity" means an entity whose internal affairs are governed by the laws of this state.
"Domesticated entity" means the domesticating entity as it continues in existence after a domestication.
"Domesticating entity" means the domestic entity that approves a plan of domestication pursuant to section 29-2503 or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of organization.
"Domestication" means a transaction authorized by article 5 of this chapter.
"Entity" means any of the following:

(a) A corporation.

(b) A general partnership, including a general partnership that has registered as a limited liability partnership.

(c) A limited partnership, including a limited partnership that has registered as a limited liability limited partnership.

(d) A limited liability company, including a professional limited liability company.

(e) A business trust, statutory trust entity or similar trust.

(f) An unincorporated association.

(g) A cooperative.

(h) Any other person that has a separate legal existence or has the power to acquire an interest in real property in its own name other than any of the following:

(i) An individual.

(ii) A testamentary, inter vivos or charitable trust, with the exception of a business trust, statutory trust entity or similar trust.

(iii) A decedent's estate.

(iv) A government, a governmental or political subdivision, a governmental agency or entity or a municipal corporation.

"Filing entity" means an entity that is created by the filing of a public organizational document.
"Foreign entity" means an entity other than a domestic entity.
"Good faith" means honesty in fact in the conduct or transaction concerned.
"Governance interest" means the right under the governing statute or organizational documents of an entity, other than as a governor, agent, assignee or proxy, to do any of the following:

(a) Receive or demand access to information concerning, or the books and records of, the entity.

(b) Vote for the election of the governors of the entity.

"Governing statute" means, collectively, the statute or statutes governing the internal affairs of an entity.
"Governor" means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the governing statute and organizational documents of the entity.
"Interest" means a governance interest or a transferable interest, including a share or membership in a corporation.
"Interest exchange" means a transaction authorized by article 3 of this chapter.
"Interest holder" means a direct holder of an interest.
"Interest holder liability" means:

(a) Personal liability for an obligation of an entity that is imposed on a person either:

(i) Solely by reason of the status of the person as an interest holder.

(ii) By the organizational documents of the entity pursuant to a provision of the governing statute authorizing the organizational documents to make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified obligations of the entity.

(b) An obligation of an interest holder under the organizational documents of an entity to contribute to the entity.

"Jurisdiction of organization" means the jurisdiction whose law includes the governing statute of the entity.
"Merger" means a transaction authorized by article 2 of this chapter.
"Merging entity" means an entity that is a party to a merger and that exists immediately before the merger becomes effective.
"Nonprofit corporation" means a nonprofit corporation, a cooperative marketing association, an electric cooperative nonprofit membership corporation, a nonprofit electric generation and transmission cooperative corporation, a fraternal or benevolent society or a corporation sole.
"Obligation" means a debt, loss or liability or any other obligation arising in any manner, regardless of whether it is secured, contingent or liquidated.
"Organizational documents" means the public organizational document and private organizational documents of an entity.
"Organize" means to incorporate, form, create or otherwise organize.
"Person" means an individual, a corporation, an estate, a trust, a partnership, a limited liability company, a business or similar trust, an association, a joint venture, a public corporation, a government, a governmental subdivision, agency or instrumentality or any other legal or commercial entity.
"Plan" means a plan of merger, interest exchange, conversion, domestication or division.
"Private organizational documents" mean the currently adopted or effective rules, whether or not in a record, that govern the internal affairs of an entity, that are binding on all of its interest holders and that are not part of the entity's public organizational document, if any.
"Protected agreement" means any of the following:

(a) A record evidencing indebtedness and any related agreement in effect on the effective date of this section.

(b) An agreement that is binding on an entity on the effective date of this section.

(d) An agreement that is binding on any of the governors or interest holders of an entity on the effective date of this section.

"Public organizational document":

(a) Means the public record that is filed to organize an entity, or the most recent restatement of that record, together with any amendments to that record or restatement of that record.

(b) Does not include a statement of qualification filed by a partnership or limited partnership pursuant to section 29-1101 in connection with its status as a limited liability partnership.

"Qualified foreign entity" means a foreign entity that is authorized to transact business in this state pursuant to a filing with the appropriate filing authority.
"Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
"Resulting entity":

(a) Means an entity that continues in existence after, or that is organized as a result of, a division.

(b) Includes a dividing entity if the dividing entity survives the division.

"Sign" means to do either of the following with present intent to authenticate or adopt a record:

(a) Execute or adopt a tangible symbol.

(b) Attach to or logically associate with the record an electronic sound, symbol or process.

"Surviving entity" means the entity that continues in existence after, or that is organized as a result of, a merger.
"Transferable interest" means the right under an entity's governing statute to receive distributions from the entity.
"Type" means, with regard to an entity, the generic form of that entity, such as listed in paragraph 17 of this section.

§ 29-2103 Relationship to other laws

A. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

B. Except as specifically provided in this chapter, this chapter does not affect the application or requirements of law other than this chapter.

C. A transaction effected under this chapter may not create or impair any right or obligation on the part of a person under a provision of the laws of this state other than this chapter relating to a change in control, takeover, business combination, control share acquisition or similar transaction involving a domestic merging, acquired, converting, domesticating or dividing corporation unless either:

If the corporation does not survive the transaction, the transaction satisfies any requirements of the provision.
If the corporation survives the transaction, the approval of the plan relating to the transaction is by a vote of the shareholders or directors that is sufficient to create or impair the right or obligation directly under the provision.

§ 29-2104 Required notice or approval

A. A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer in order to be a party to a merger must give the notice or obtain the approval in order to be a party to an interest exchange, conversion, domestication or division, unless the law pertaining to the notice or approval provides otherwise.

B. Property held for a charitable purpose under the laws of this state by a domestic or foreign entity immediately before a transaction effected under this chapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted or devised unless, to the extent required by or pursuant to the laws of this state concerning cy pres or other laws dealing with nondiversion of charitable assets, the entity obtains an appropriate order of a court of competent jurisdiction specifying the disposition of the property.

§ 29-2105 Status of filings; matters regarding filing

A. A filing under this chapter that is signed by a domestic entity becomes part of the public organizational document of the entity if the entity's governing statute provides that similar filings under the governing statute become part of the public organizational document of the entity.

B. Except as otherwise provided in this chapter, matters regarding the filing of documents pursuant to this chapter with the appropriate filing authority, including delivery for filing, effective dates and corrections, are governed by:

Title 10, chapter 1, article 2 for business corporations or business trusts.
Title 10, chapter 24, article 2 for nonprofit corporations.
Chapter 7, article 2 of this title for limited liability companies.
Chapter 3, article 2 of this title for limited partnerships.

§ 29-2106 Nonexclusivity

The fact that a transaction under this chapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by the laws of this state other than this chapter.

§ 29-2107 Reference to external facts

A plan may refer to facts that are ascertainable outside of the plan if the manner in which the facts will operate on the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination or action is within the control of a party to the transaction.

§ 29-2108 Alternative means of approval of transactions

Except as otherwise provided in the governing statute or organizational documents of a domestic entity, approval of a transaction under this chapter by the unanimous vote or consent of its interest holders satisfies the requirements of this chapter for approval.

§ 29-2109 Appraisal rights

A. Unless the entity's governing statute provides otherwise, an interest holder of a domestic merging, acquired, converting, domesticating or dividing entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity's governing statute in connection with a merger in which the interest of the interest holder was changed, converted or exchanged unless both:

The governing statute permits the organizational documents to limit the availability of appraisal rights.
The organizational documents provide such a limit.

B. An interest holder of a domestic merging, acquired, converting, domesticating or dividing entity is entitled to contractual appraisal rights in connection with a transaction under this chapter to the extent provided by any of the following:

The entity's organizational documents.
The entity's plan.
Action of the entity's governors.

C. If an interest holder is entitled to contractual appraisal rights under subsection B of this section and the entity's governing statute does not provide procedures for the conduct of an appraisal rights proceeding, title 10, chapter 13 applies to the extent practicable or as otherwise provided in the entity's organizational documents or the plan.

§ 29-2110 Recording of statements

After approval for filing by the appropriate filing authority, a certified copy of a statement of merger under section 29-2205, a statement of interest exchange under section 29-2305, a statement of conversion under section 29-2405, a statement of domestication under section 29-2505 or a statement of division under section 29-2605 may be recorded with the county recorder in any county. The recorder is authorized to accept the statement. An affidavit of value is not necessary. The recorder shall index the statement in the same manner as other recordings. On recordation, the statement is prima facie evidence of any transfer of any real property that occurs on the effectiveness of the transactions described in the statement. The statement may be accompanied by instructions to the assessor to transmit tax billings for any real property affected by the statement to a specified recipient.

Article 2 Merger

§ 29-2201 Merger authorized

A. By complying with this article, one or more domestic entities may merge with one or more domestic or foreign entities.

B. A foreign entity may be a merging entity in a merger under this article or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity's jurisdiction of organization.

§ 29-2202 Plan of merger

A. A domestic entity may become a merging entity in a merger under this article by approving a plan of merger. The plan must be in a record and contain:

As to each merging entity, its name, its jurisdiction of organization and its type.
If the surviving entity is one of the merging entities, its name, its jurisdiction of organization and its type.
If the surviving entity is to be organized as a result of the merger, a statement to that effect and its name, its jurisdiction of organization and its type.
The manner of converting the interests in each merging entity into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing.
If the surviving entity is a filing entity and is one of the merging entities, any proposed amendments to its public organizational document.
If the surviving entity is one of the merging entities, any proposed amendments to its private organizational documents that are in a record.
If the surviving entity is to be organized as a result of the merger, its proposed public organizational document, if any, and the full text of its private organizational rules that are proposed to be in a record.
The other terms and conditions of the merger, if any.
Any other provisions required by the law of a merging entity's jurisdiction of organization or the organizational documents of a merging entity.

B. A plan of merger may contain any other provisions not prohibited by law.

§ 29-2203 Approval of merger

A. A plan of merger is not effective unless it has been approved both:

By a domestic merging entity:

(a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of a merger.

(b) If neither its governing statute nor its organizational documents provide for approval of a merger, then by all of the interest holders of the entity entitled to vote on or consent to any matter or, if there are no such interest holders, then by all of the governors of the entity.

In a record by each interest holder of a domestic merging entity that will have interest holder liability for obligations that arise after the merger becomes effective, unless both:

(a) The organizational documents of the entity expressly provide in a record for the approval of a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders.

(b) The interest holder voted for or consented in a record to that provision of the organizational documents or became an interest holder after the adoption of that provision.

B. A merger involving a foreign merging entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.

§ 29-2204 Amendment or abandonment of plan of merger

A. A plan of merger of a domestic merging entity may be amended either:

In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended.
By the governors or interest holders of the entity in the manner provided in the plan except that an interest holder that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change any of the following:

(a) The amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing, to be received by any of the interest holders of the merging entities under the plan.

(b) The public organizational document or private organizational documents of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its governing statute or organizational documents.

(c) Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.

B. After a plan of merger has been approved by a domestic merging entity and before a statement of merger becomes effective pursuant to section 29-2205, the plan may be abandoned by the domestic merging entity, subject to any contractual rights as follows:

As provided in the plan.
If not provided in the plan, either:

(a) By the governors of the domestic merging entity, unless prohibited by the plan.

(b) In the same manner as the plan was approved.

C. If a statement of merger has been delivered for filing with the appropriate filing authority, the plan of merger may be abandoned only if the statement of merger sets forth a delayed effective date under section 29-2205, subsection B, paragraph 4. Such a plan of merger may be abandoned by delivering for filing with the appropriate filing authority on or before the delayed effective date a statement of abandonment, signed on behalf of each merging entity. A statement of abandonment takes effect on delivery for filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain all of the following:

The name of each merging or surviving entity that is a domestic entity or a qualified foreign entity.
The date on which the statement of merger was filed.
A statement that the merger has been abandoned in accordance with this section.

§ 29-2205 Statement of merger; effective date

A. A statement of merger must be signed on behalf of each merging entity. The statement of merger must be delivered for filing:

In the case of a domestic surviving entity created by the merger, with the appropriate filing authority, if any, for the domestic surviving entity and, if there is a different filing authority for any domestic merging entity, with the different filing authority.
For a domestic merging entity, with the appropriate filing authority, if any, and if there is a different filing authority for any other domestic merging entity, with the different filing authority.

B. A statement of merger must contain each of the following, if applicable:

The name, jurisdiction of organization and type of each merging entity that is not the surviving entity.
The name, jurisdiction of organization and type of the surviving entity.
If the surviving entity is a domestic filing entity or is a qualified foreign entity, both of the following:

(a) The street address of the surviving entity's known place of business in this state or, if the surviving entity is a domestic limited partnership, the street address of its office in this state.

(b) The name and street address of the surviving entity's agent for service of process in this state. If a new statutory agent is being appointed, the statutory agent must sign a statement accepting the appointment, which must be attached to the statement of merger.

With respect to the effective date and time of the merger:

(a) If the surviving entity or at least one merging entity is a domestic filing entity and if the statement of merger is not to be effective on delivery to the appropriate filing authority, the later date and time on which it will become effective, which shall not be more than ninety days after the date of its delivery to the appropriate filing authority.

(b) If neither the surviving entity nor any merging entity is a domestic filing entity and if the statement of merger is not to be effective on the signing of the statement of merger, the later date and time on which it will become effective.

A statement that the merger was approved by each domestic merging entity, if any, in accordance with this article and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of organization.
If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organizational document approved as part of the plan of merger, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.
If the surviving entity is created by the merger and is a domestic filing entity, its public organizational document, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.
If the surviving entity is a foreign entity that is required to be a qualified foreign entity, any documents that laws in this state require it to file to become a qualified foreign entity, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.
If the surviving entity is a foreign entity that is not required to be a qualified foreign entity, a mailing address to which the appropriate filing authority may send any process served on the appropriate filing authority pursuant to section 29-2206, subsection E.
If the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.

C. In addition to the requirements of subsection B of this section, a statement of merger may contain any other provision not prohibited by law.

D. If the surviving entity is a domestic filing entity, the amendment attached under subsection B, paragraph 6 of this section or its public organizational document attached under subsection B, paragraph 7 of this section:

Must satisfy the requirements of the laws of this state.
Is deemed to be signed by means of the signing of the statement of merger.
May omit any provision that is not required to be included in a restatement of the public organizational document.

E. With respect to a plan of merger that is signed on behalf of all of the merging entities and that meets all of the requirements of subsection B of this section:

If the surviving entity or at least one merging entity is a domestic filing entity, and if the plan so provides, the plan may be delivered for filing with the appropriate filing authority instead of a statement of merger and, on filing, has the same effect as a statement of merger, in which case all references in this chapter to a statement of merger refer to the plan of merger filed under this subsection.
If neither the surviving entity nor any merging entity is a domestic filing entity, and if the plan so provides, the plan has the same effect as a statement of merger, in which case all references in this chapter to a statement of merger refer to the plan of merger.

F. With respect to the effective date and time of the merger:

If the surviving entity or at least one merging entity is a domestic filing entity, once a statement of merger has been approved for filing by the appropriate filing authority or authorities, both the statement of merger and the merger are deemed to have become effective on the date and time of the delivery of the statement of merger for filing with the appropriate filing authority or authorities or, if applicable, the later date and time specified in the statement of merger.
If neither the surviving entity nor any merging entity is a domestic filing entity, both the statement of merger and the merger are effective on the signing of the statement of merger or, if applicable, the later date and time specified in the statement of merger.

§ 29-2206 Effect of merger

A. When a merger becomes effective:

The surviving entity continues or comes into existence.
Each merging entity that is not the surviving entity merges into the surviving entity and ceases to exist as a separate entity.
All property, including rights, privileges, immunities and powers, of each merging entity automatically vests in the surviving entity without assignment, reversion or impairment.
All obligations of each merging entity are automatically obligations of the surviving entity without assignment, assumption or delegation.
If the surviving entity exists before the merger:

(a) All of its property, including rights, privileges, immunities and powers, remains vested in the surviving entity without assignment, reversion or impairment.

(b) It remains subject to all of its obligations.

Any pending action or proceeding involving any merging entity continues and the name of the surviving entity may be substituted for the name of any merging entity.
If the surviving entity exists before the merger:

(a) The public organizational document, if any, is amended if and to the extent provided in the statement of merger.

(b) Its private organizational documents that are to be in a record, if any, are amended if and to the extent provided in the plan of merger.

The interests in each merging entity that are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under section 29-2109 and the merging entity's governing statute.

B. Except as provided in the plan of merger or in the governing statute or organizational documents of a merging entity, the merger does not give rise to any rights that an interest holder, governor or third party would otherwise have on a dissolution, liquidation or winding up of the merging entity.

C. When a merger becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and that becomes subject to interest holder liability with respect to the domestic surviving entity as a result of the merger has interest holder liability only to the extent provided by the governing statute or organizational documents of the domestic surviving entity, and then only for those obligations that arise after the merger becomes effective.

D. When a merger becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic merging entity with respect to which the person had interest holder liability is as follows:

The merger does not discharge any interest holder liability under the governing statute or organizational documents of the domestic merging entity to the extent the interest holder liability arose before the merger became effective.
The person does not have interest holder liability under the governing statute or organizational documents of the domestic merging entity for any obligation that arises after the merger becomes effective.
The governing statute and organizational documents of the domestic merging entity continue to apply to the release, collection or discharge of any interest holder liability preserved under paragraph 1 of this subsection as if the merger had not occurred.
The person has the same rights of contribution from any other person as are provided by the governing statute or organizational documents of the domestic merging entity with respect to any interest holder liability preserved under paragraph 1 of this subsection as if the merger had not occurred.

E. When a merger becomes effective, a foreign entity that is the surviving entity:

May be served with process in this state for the collection and enforcement of any obligations of a domestic merging entity, including obligations arising out of the exercise of appraisal rights.
If it is not a qualified foreign entity, appoints the appropriate filing authority as its agent for service of process for collecting or enforcing those obligations.

F. When a merger becomes effective, the authority, registration or other qualification granted by the appropriate filing authority to transact business or conduct affairs in this state of any foreign merging entity that is not the surviving entity is automatically revoked or canceled.

§ 29-2207 Ineffectiveness of merger due to law of foreign jurisdiction

A. If a statement of merger is filed with the appropriate filing authority and the merger is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2201, subsection B, the merger is ineffective. A statement of ineffectiveness of merger must be signed on behalf of each entity on behalf of which the statement of merger was signed and must be delivered for filing with the appropriate filing authority to reflect that ineffectiveness in the public record.

B. The statement of ineffectiveness of merger must contain each of the following, if applicable:

The name of each entity that attempted the merger.
The date on which the statement of merger was filed.
A statement that the merger was ineffective because it was not authorized by the law of the relevant foreign jurisdiction.
If another entity has adopted the name of an entity that attempted the merger or if another person has adopted as a trade name the name of that entity, the entity that attempted the merger must change its name by attaching an amendment to its public organizational document. The amendment must change the name of the entity in accordance with the naming requirements of its governing statute and, if attached, is deemed to be delivered to the appropriate filing authority for filing.

C. The entities that attempted the merger are both:

Responsible to any other person for any obligation incurred by that person that arises out of or relates to the ineffectiveness of the attempted merger unless the entities establish that the obligation was not incurred in good faith.
Deemed to have appointed the appropriate filing authority as the agent of each entity for service of process for any action arising under this section unless the entity is a domestic entity or a qualified foreign entity.

D. If they were acting in good faith, the entities that attempted the merger and their respective interest holders, governors or other representatives are not civilly or criminally liable and may not be found guilty in connection with an ineffective merger under any laws of this state pertaining to:

The filing of a false or otherwise misleading or inaccurate document.
The making of a false or otherwise misleading or inaccurate statement.
Any similar matter.

Article 3 Interest Exchange

§ 29-2301 Interest exchange authorized

A. By complying with this article:

A domestic entity may acquire all of one or more classes, series or groups of interests of another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing.
All of one or more classes, series or groups of interests of a domestic entity may be acquired by another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing.

B. A foreign entity may be an acquiring or acquired entity in an interest exchange under this article if the interest exchange is authorized by the law of the foreign entity's jurisdiction of organization.

C. If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic entity is the acquired entity as if the interest exchange were a merger until the agreement is amended after the effective date of this section.

§ 29-2302 Plan of interest exchange

A. A domestic entity may be the acquired entity in an interest exchange under this article by approving a plan of interest exchange. The plan must be in a record and contain all of the following:

The name and type of the acquired entity.
The name, jurisdiction of organization and type of the acquiring entity.
The manner of converting the interests in the acquired entity into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing.
If the acquired entity is a filing entity, any proposed amendments to its public organizational document.
Any proposed amendments to the private organizational documents of the acquired entity that are in a record.
The other terms and conditions of the interest exchange, if any.
Any other provisions required by the laws of this state or the organizational documents of the acquired entity.

B. A plan of interest exchange may contain any other provisions not prohibited by law.

§ 29-2303 Approval of interest exchange

A. A plan of interest exchange is not effective unless it has been approved both:

By a domestic acquired entity:

(a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of an interest exchange.

(b) Except as otherwise provided in subsection D of this section, if neither its governing statute nor its organizational documents provide for approval of an interest exchange, in accordance with the requirements, if any, in its governing statute or organizational documents for approval of a merger, as if the interest exchange were a merger.

(c) If neither its governing statute nor its organizational documents provide for approval of an interest exchange or a merger, by all of the interest holders of the entity entitled to vote on or consent to any matter or, if there are no such interest holders, then by all of the governors of the entity.

In a record by each interest holder of a domestic acquired entity that will have interest holder liability for obligations that arise after the interest exchange becomes effective, unless both:

(a) The organizational documents of the entity expressly provide in a record for the approval of an interest exchange or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders.

(b) The interest holder voted for or consented in a record to that provision of the organizational documents or became an interest holder after the adoption of that provision.

B. An interest exchange involving a foreign acquired entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.

C. Except as otherwise provided in its governing statute or organizational documents, the interest holders of the acquiring entity are not required to approve the interest exchange.

D. A provision of the governing statute of a domestic acquired entity that would permit a merger between the acquired entity and the acquiring entity to be approved without the vote or consent of the interest holders of the acquired entity because of the percentage of interests in the acquired entity held by the acquiring entity does not apply to approval of an interest exchange under subsection A, paragraph 1, subdivision (b) of this section.

§ 29-2304 Amendment or abandonment of plan of interest exchange

A. A plan of interest exchange of a domestic acquired entity may be amended either:

In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended.
By the governors or interest holders of the entity in the manner provided in the plan, except that an interest holder that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the plan that will change any of the following:

(b) The public organizational document or private organizational documents of the domestic acquired entity that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the interest holders of the domestic acquired entity under its governing statute or organizational documents.

(c) Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.

B. After a plan of interest exchange has been approved by a domestic acquired entity and before a statement of interest exchange becomes effective pursuant to section 29-2305, the plan may be abandoned by the domestic acquired entity, subject to any contractual rights:

As provided in the plan.
If not provided in the plan, either:

(a) By the governors of the domestic acquired entity, unless prohibited by the plan.

(b) In the same manner as the plan was approved.

C. If a statement of interest exchange has been delivered for filing with the appropriate filing authority, the plan of interest exchange may be abandoned only if the statement of interest exchange sets forth a delayed effective date under section 29-2305, subsection B, paragraph 3. A plan of interest exchange may be abandoned by delivering for filing with the appropriate filing authority on or before the delayed effective date a statement of abandonment, signed on behalf of the domestic acquired entity. A statement of abandonment takes effect on delivery for filing, and the interest exchange is abandoned and does not become effective. The statement of abandonment must contain all of the following:

The name of the domestic acquired entity.
The date on which the statement of interest exchange was filed.
A statement that the interest exchange has been abandoned in accordance with this section.

§ 29-2305 Statement of interest exchange; effective date

A. A statement of interest exchange must be signed on behalf of a domestic acquired entity. The statement of interest exchange must be delivered for filing with the appropriate filing authority, if any, for the domestic acquired entity.

B. A statement of interest exchange must contain each of the following, if applicable:

The name and type of the domestic acquired entity.
The name, jurisdiction of organization and type of the acquiring entity.
With respect to the effective date and time of the interest exchange:

(a) If the domestic acquired entity is a domestic filing entity and if the statement of interest exchange is not to be effective on delivery to the appropriate filing authority, the later date and time on which it will become effective, which may not be more than ninety days after the date of its delivery to the appropriate filing authority.

(b) If the domestic acquired entity is not a domestic filing entity and if the statement of interest exchange is not to be effective on the signing of the statement of interest exchange, the later date and time on which it will become effective.

A statement that the plan of interest exchange was approved by the domestic acquired entity in accordance with this article.
Any amendment to the domestic acquired entity's public organizational document approved as part of the plan of interest exchange, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.

C. In addition to the requirements of subsection B of this section, a statement of interest exchange may contain any other provision not prohibited by law.

D. Any amendment attached under subsection B, paragraph 5 of this section:

Must satisfy the requirements of the laws of this state.
Is deemed to be signed by means of the signing of the statement of interest exchange.
May omit any provision that is not required to be included in a restatement of the public organizational document of the domestic acquired entity.

E. With respect to a plan of interest exchange that is signed on behalf of a domestic acquired entity and that meets all of the requirements of subsection B of this section:

If the domestic acquired entity is a domestic filing entity, and if the plan so provides, the plan may be delivered for filing with the appropriate filing authority instead of a statement of interest exchange and, on filing, has the same effect as a statement of interest exchange, in which case, all references in this chapter to a statement of interest exchange refer to the plan of interest exchange filed under this subsection.
If the domestic acquired entity is not a domestic filing entity, and if the plan so provides, the plan has the same effect as a statement of interest exchange, in which case all references in this chapter to a statement of interest exchange refer to the plan of interest exchange.

F. With respect to the effective date and time of the interest exchange:

If the domestic acquired entity is a domestic filing entity, once a statement of interest exchange has been approved for filing by the appropriate filing authority, both the interest exchange and the statement of interest exchange are deemed to have become effective on the date and time of the delivery of the statement of interest exchange for filing with the appropriate filing authority or, if applicable, on the later date and time specified in the statement of interest exchange.
If the domestic acquired entity is not a domestic filing entity, both the interest exchange and the statement of interest exchange are effective on the signing of the statement of interest exchange or, if applicable, the later date and time specified in the statement of interest exchange.

§ 29-2306 Effect of interest exchange

A. When an interest exchange becomes effective:

The interests in the acquired entity that are the subject of the interest exchange cease to exist or are converted or exchanged as provided in the plan of interest exchange and the interest holders of those interests are entitled only to the rights provided to them under the plan of interest exchange and to any appraisal rights they have under section 29-2109 and the acquired entity's governing statute.
The acquiring entity becomes the interest holder of the interests in the acquired entity as provided in the plan of interest exchange.
The public organizational document, if any, of the acquired entity is amended if and to the extent provided in the statement of interest exchange.
The private organizational documents of the acquired entity that are to be in a record, if any, are amended if and to the extent provided in the plan of interest exchange.

B. Except as provided in the plan of interest exchange or in the governing statute or organizational documents of the acquired entity, the interest exchange does not give rise to any rights that an interest holder, governor or third party would otherwise have on a dissolution, liquidation or winding up of the acquired entity.

C. When an interest exchange becomes effective, a person that did not have interest holder liability with respect to the acquired entity and that becomes subject to interest holder liability with respect to the domestic acquiring entity as a result of the interest exchange has interest holder liability only to the extent provided by the governing statute or organizational documents of the domestic acquiring entity, and then only for those obligations that arise after the interest exchange becomes effective.

D. When an interest exchange becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic acquired entity with respect to which the person had interest holder liability is as follows:

The interest exchange does not discharge any interest holder liability under the governing statute or organizational documents of the domestic acquired entity to the extent that the interest holder liability arose before the interest exchange became effective.
The person does not have interest holder liability under the governing statute or organizational documents of the domestic acquired entity for any obligation that arises after the interest exchange becomes effective.
The governing statute and organizational documents of the domestic acquired entity continue to apply to the release, collection or discharge of any interest holder liability preserved under paragraph 1 of this subsection as if the interest exchange had not occurred.
The person has the same rights of contribution from any other person as are provided by the governing statute or organizational documents of the domestic acquired entity with respect to any interest holder liability preserved under paragraph 1 of this subsection as if the interest exchange had not occurred.

§ 29-2307 Ineffectiveness of interest exchange due to law of foreign jurisdiction

A. If a statement of interest exchange is filed with the appropriate filing authority and the interest exchange is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2301, subsection B, the interest exchange is ineffective. A statement of ineffectiveness of interest exchange must be signed on behalf of the domestic acquired entity on behalf of which the statement of interest exchange was signed and must be delivered for filing with the appropriate filing authority to reflect that ineffectiveness in the public record.

B. The statement of ineffectiveness of interest exchange must contain each of the following:

The name of the domestic acquired entity that attempted the interest exchange.
The date on which the statement of interest exchange was filed.
A statement that the interest exchange was ineffective because it was not authorized by the law of the relevant foreign jurisdiction.

C. The domestic acquired entity that attempted the interest exchange is responsible to any other person for any obligation incurred by that person that arises out of or relates to the ineffectiveness of the attempted interest exchange unless the entity establishes that the obligation was not incurred in good faith.

D. If they were acting in good faith, the domestic acquired entity that attempted the interest exchange and its interest holders, governors or other representatives are not civilly or criminally liable and may not be found guilty in connection with an ineffective interest exchange under any law of this state pertaining to:

The filing of a false or otherwise misleading or inaccurate document.
The making of a false or otherwise misleading or inaccurate statement.
Any similar matter.

Article 4 Conversion

§ 29-2401 Conversion authorized

A. By complying with this article, a domestic entity may become either of the following:

A domestic entity of a different type.
A foreign entity of a different type if the conversion is authorized by the law of the foreign jurisdiction.

B. A foreign entity may become a domestic entity of a different type under this article if the conversion is authorized by the law of the foreign entity's jurisdiction of organization.

C. If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a conversion, the provision applies to a conversion of the entity as if the conversion were a merger until the agreement is amended after the effective date of this section.

§ 29-2402 Plan of conversion

A. A domestic entity may convert to a different type of entity under this article by approving a plan of conversion. The plan must be in a record and contain all of the following:

The name and type of the converting entity.
The name, jurisdiction of organization and type of the converted entity.
The manner of converting the interests in the converting entity into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing.
The proposed public organizational document of the converted entity, if it is a filing entity.
The full text of the private organizational documents of the converted entity that are proposed to be in a record.
The other terms and conditions of the conversion, if any.
Any other provision required by the laws of this state or the organizational documents of the converting entity.

B. A plan of conversion may contain any other provision not prohibited by law.

§ 29-2403 Approval of conversion

A. A plan of conversion is not effective unless it has been approved both:

By a domestic converting entity:

(a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of a conversion.

(b) If neither its governing statute nor its organizational documents provide for approval of a conversion, in accordance with the requirements, if any, in its governing statute or organizational documents for approval of a merger between unaffiliated entities, as if the conversion were a merger.

(c) If neither its governing statute nor its organizational documents provide for approval of a conversion or a merger, by all of the interest holders of the entity entitled to vote on or consent to any matter or, if there are no such interest holders, then by all of the governors of the entity.

In a record by each interest holder of a domestic converting entity that will have interest holder liability for obligations that arise after the conversion becomes effective, unless both:

(a) The organizational documents of the entity expressly provide in a record for the approval of a conversion or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders.

(b) The interest holder voted for or consented in a record to that provision of the organizational documents or became an interest holder after the adoption of that provision.

B. A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.

§ 29-2404 Amendment or abandonment of plan of conversion

A. A plan of conversion of a domestic converting entity may be amended either:

In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended.
By the governors or interest holders of the entity in the manner provided in the plan except that an interest holder that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change any of the following:

(a) The amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash or other property, or any combination of the foregoing, to be received by any of the interest holders of the domestic converting entity under the plan.

(b) The public organizational document or private organizational documents of the domestic converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the domesticated converted entity under its governing statute or organizational documents.

(c) Any other terms or conditions of the plan if the change would adversely affect the interest holder in any material respect.

B. After a plan of conversion has been approved by a domestic converting entity and before a statement of conversion becomes effective pursuant to section 29-2405, the plan may be abandoned by the domestic converting entity, subject to any contractual rights:

As provided in the plan.
If not provided in the plan, either:

(a) By the governors of the domestic converting entity, unless prohibited by the plan.

(b) In the same manner as the plan was approved.

C. If a statement of conversion has been delivered for filing with the appropriate filing authority, the plan of conversion may be abandoned only if the statement of conversion sets forth a delayed effective date under section 29-2405, subsection B, paragraph 3. A plan of conversion may be abandoned by delivering for filing with the appropriate filing authority on or before the delayed effective date a statement of abandonment, signed on behalf of the domestic converting entity. A statement of abandonment takes effect on delivery for filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain all of the following:

The name of the domestic converting entity.
The date on which the statement of conversion was filed.
A statement that the conversion has been abandoned in accordance with this section.

§ 29-2405 Statement of conversion; effective date

A. A statement of conversion must be signed on behalf of the converting entity. The statement of conversion must be delivered for filing:

In the case of a domestic entity converting into a domestic entity of a different type pursuant to section 29-2401, subsection A, paragraph 1, with the appropriate filing authority, if any, for the domestic converting entity and, if there is a different filing authority for the domestic converted entity, with the different filing authority.
In the case of a domestic entity converting into a foreign entity of a different type pursuant to section 29-2401, subsection A, paragraph 2, with the appropriate filing authority, if any, for the domestic converting entity.
In the case of a foreign entity converting into a domestic entity of a different type pursuant to section 29-2401, subsection B, with the appropriate filing authority, if any, for the domestic converted entity.

B. A statement of conversion must contain each of the following, if applicable:

The name, jurisdiction of organization and type of the converting entity.
The name, jurisdiction of organization and type of the converted entity.
With respect to the effective date and time of the conversion:

(a) If either the converting entity or the converted entity is a domestic filing entity, and if the statement of conversion is not to be effective on delivery to the appropriate filing authority, the later date and time on which it will become effective, which may not be more than ninety days after the date of its delivery to the appropriate filing authority.

(b) If neither the converting entity nor the converted entity is a domestic filing entity, and if the statement of conversion is not to be effective on the signing of the statement of conversion, the later date and time on which it will become effective.

If the converting entity is a domestic entity, a statement that the plan of conversion was approved in accordance with this article or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign converting entity in accordance with the law of its jurisdiction of organization.
If the converted entity is a domestic filing entity, its public organizational document, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.
If the converted entity is a foreign entity that is required to be a qualified foreign entity, any documents that laws in this state require it to file to become a qualified foreign entity, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.
If the converted entity is a foreign entity that is not required to be a qualified foreign entity, a mailing address to which the appropriate filing authority may send any process served on the appropriate filing authority pursuant to section 29-2406, subsection E.
If the converted entity is a domestic limited liability partnership, its statement of qualification, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.

C. In addition to the requirements of subsection B of this section, a statement of conversion may contain any other provision not prohibited by law.

D. If the converted entity is a domestic filing entity, its public organizational document attached under subsection B, paragraph 5 of this section:

Must satisfy the requirements of the laws of this state.
Is deemed to be signed by means of the signing of the statement of conversion.
May omit any provision that is not required to be included in a restatement of the public organizational document.

E. With respect to a plan of conversion that is signed on behalf of a domestic converting entity and that meets all of the requirements of subsection B of this section:

If either the converting entity or the converted entity is a domestic filing entity, and if the plan so provides, the plan may be delivered for filing with the appropriate filing authority instead of a statement of conversion and, on filing, has the same effect as a statement of conversion, in which case all references in this chapter to a statement of conversion refer to the plan of conversion filed under this subsection.
If neither the converting entity nor the converted entity is a domestic filing entity, and if the plan so provides, the plan has the same effect as a statement of conversion, in which case all references in this chapter to a statement of conversion refer to the plan of conversion.

F. With respect to the effective date and time of the conversion:

If either the converting entity or the converted entity is a domestic filing entity, once a statement of conversion has been approved for filing by the appropriate filing authority or authorities, both the conversion and the statement of conversion are deemed to have become effective on the date and time of the delivery of the statement of conversion for filing with the appropriate filing authority or authorities or, if applicable, on the later date and time specified in the statement of conversion.
If neither the converting entity nor the converted entity is a domestic filing entity, both the statement of conversion and the conversion are effective on the signing of the statement of conversion or, if applicable, the later date and time specified in the statement of conversion.

§ 29-2406 Effect of conversion

A. When a conversion becomes effective:

The converted entity is both of the following:

(a) Organized under and subject to the governing statute of the converted entity.

(b) The same entity without interruption as the converting entity.

All property, including rights, privileges, immunities and powers, of the converting entity remains vested in the converted entity without assignment, reversion or impairment.
All obligations of the converting entity continue as obligations of the converted entity except that only a governor of or interest holder in the converted entity may bring or maintain a claim for dissolution or receivership against the converted entity brought pursuant to any of the following:

(a) Section 10-1430, subsection B.

(b) Section 10-1815.

(d) Section 10-11431, subsection C.

(e) Section 12-1241.

(f) Section 29-345.

Except as provided by law other than this chapter or the plan of conversion, all of the rights, privileges, immunities, powers and purposes of the converting entity remain in the converted entity.
The name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding except that only a governor of or interest holder in the converted entity may bring or maintain a claim for dissolution or receivership against the converted entity brought pursuant to any of the following:

(a) Section 10-1430, subsection B.

(b) Section 10-1815.

(d) Section 10-11431, subsection C.

(e) Section 12-1241.

(f) Section 29-345.

If the converted entity is a domestic filing entity, its public organizational document is effective and is binding on its interest holders.
If the converted entity is a domestic limited liability partnership, its statement of qualification is effective simultaneously.
If the converted entity is to be a qualified foreign entity, the documents it filed to become a qualified foreign entity are effective simultaneously.
The private organizational documents of the converted entity that are to be in a record, if any, approved as part of the plan of conversion are effective and are binding.
The interests in the converting entity are converted and the interest holders of the converting entity are entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under section 29-2109 and the converting entity's governing statute.

B. Except as provided in the plan of conversion or in the governing statute or organizational documents of the converting entity, the conversion does not give rise to any rights that an interest holder, governor or third party would otherwise have on a dissolution, liquidation or winding up of the converting entity.

C. When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and that becomes subject to interest holder liability with respect to the domestic converted entity as a result of a conversion has interest holder liability only to the extent provided by the governing statute or organizational documents of the domestic converted entity, and then only for those obligations that arise after the conversion becomes effective.

D. When a conversion becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic converting entity with respect to which the person had interest holder liability is as follows:

The conversion does not discharge any interest holder liability under the governing statute or organizational documents of a domestic converting entity to the extent the interest holder liability arose before the conversion became effective.
The person does not have interest holder liability under the governing statute or organizational documents of the domestic converting entity for any obligation that arises after the conversion becomes effective.
The governing statute and organizational documents of the domestic converting entity continue to apply to the release, collection or discharge of any interest holder liability preserved under paragraph 1 of this subsection as if the conversion had not occurred.
The person has the same rights of contribution from any other person as are provided by the governing statute or organizational documents of the domestic converting entity with respect to any interest holder liability preserved under paragraph 1 of this subsection as if the conversion had not occurred.

E. When a conversion becomes effective, a foreign entity that is the converted entity:

May be served with process in this state for the collection and enforcement of any of its obligations that arise before the conversion becomes effective, including obligations arising out of the exercise of appraisal rights.
If it is not a qualified foreign entity, appoints the appropriate filing authority as its agent for service of process for collecting or enforcing those obligations.

F. When the conversion becomes effective, the authority, registration or other qualification granted by the appropriate filing authority to transact business or conduct affairs in this state of a converting entity that is a qualified foreign entity is automatically revoked or cancelled.

G. A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.

§ 29-2407 Ineffectiveness of conversion due to law of foreign jurisdiction

A. If a statement of conversion is filed with the appropriate filing authority but the conversion is not authorized by the law of the relevant foreign jurisdiction as required by either section 29-2401, subsection A, paragraph 2 or subsection B, the conversion is ineffective. A statement of ineffectiveness of conversion must be signed on behalf of the entity on behalf of which the statement of conversion was signed and must be delivered for filing with the appropriate filing authority to reflect that ineffectiveness in the public record.

B. The statement of ineffectiveness of conversion must contain each of the following, if applicable:

The name of the entity that attempted the conversion.
The date on which the statement of conversion was filed.
A statement that the conversion was ineffective because it was not authorized by the law of the relevant foreign jurisdiction.
If another entity has adopted the name of the entity that attempted the conversion, or if another person has adopted as a trade name the name of that entity, the entity that attempted the conversion must change its name by attaching an amendment to its public organizational document. The amendment must change the name of the entity in accordance with the naming requirements of its governing statute and, if attached, is deemed to be delivered to the appropriate filing authority for filing.

C. The entity that attempted the conversion is both:

Responsible to any other person for any obligation incurred by that person that arises out of or relates to the ineffectiveness of the attempted conversion, unless the entity establishes that the obligation was not incurred in good faith.
Deemed to have appointed the appropriate filing authority as its agent for service of process for any action arising under this section unless the entity is a domestic entity or a qualified foreign entity.

D. If they were acting in good faith, the entity that attempted the conversion and its interest holders, governors or other representatives are not civilly or criminally liable and may not be found guilty in connection with an ineffective conversion under any law of this state pertaining to:

The filing of a false or otherwise misleading or inaccurate document.
The making of a false or otherwise misleading or inaccurate statement.
Any similar matter.

Article 5 Domestication

§ 29-2501 Domestication authorized; definition

A. By complying with this article, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction.

B. A foreign entity may become a domestic entity of the same type in this state under this article if the domestication is authorized by the law of the foreign entity's jurisdiction of organization.

C. If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a domestication, the provision applies to a domestication of the entity as if the domestication were a merger until the agreement is amended after the effective date of this section.

D. "Domestic entity", when used in this article in reference to a foreign jurisdiction, means an entity whose internal affairs are governed by the law of the foreign jurisdiction.

§ 29-2502 Plan of domestication

A. A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and contain all of the following:

The name and type of the domesticating entity.
The name and jurisdiction of organization of the domesticated entity.
The manner of converting the interests in the domesticating entity into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing.
The proposed public organizational document of the domesticated entity if it is a filing entity.
The full text of the private organizational documents of the domesticated entity that are proposed to be in a record.
The other terms and conditions of the domestication, if any.
Any other provision required by the laws of this state or the organizational documents of the domesticating entity.

B. A plan of domestication may contain any other provision not prohibited by law.

§ 29-2503 Approval of domestication

A. A plan of domestication is not effective unless it has been approved both:

By a domestic domesticating entity:

(a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of a domestication.

(b) If neither the governing statute nor its organizational documents provide for approval of a domestication, in accordance with the requirements, if any, in its governing statute or organizational documents for approval of a merger between unaffiliated entities, as if the domestication were a merger.

(c) If neither its governing statute nor its organizational documents provide for approval of a domestication or a merger, by all of the interest holders of the entity entitled to vote on or consent to any matter or, if there are no such interest holders, by all of the governors of the entity.

In a record by each interest holder of a domestic domesticating entity that will have interest holder liability for obligations that arise after the domestication becomes effective, unless both:

(a) The organizational documents of the entity expressly provide in a record for the approval of a domestication or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders.

(b) The interest holder voted for or consented in a record to that provision of the organizational documents or became an interest holder after the adoption of that provision.

B. A domestication of a foreign domesticating entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.

§ 29-2504 Amendment or abandonment of plan of domestication

A. A plan of domestication of a domestic domesticating entity may be amended either:

In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended.
By the governors or interest holders of the entity in the manner provided in the plan, except that an interest holder that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change any of the following:

(b) The public organizational document or private organizational documents of the domestic domesticated entity that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the interest holders of the domestic domesticated entity under its governing statute or organizational documents.

(c) Any other terms or conditions of the plan if the change would adversely affect the interest holder in any material respect.

B. After a plan of domestication has been approved by a domestic domesticating entity and before a statement of domestication becomes effective pursuant to section 29-2505, the plan may be abandoned by the domestic domesticating entity, subject to any contractual rights as follows:

As provided in the plan.
If not provided in the plan, either:

(a) By the governors of the domestic domesticating entity, unless prohibited by the plan.

(b) In the same manner as the plan was approved.

C. If a statement of domestication has been delivered for filing with the appropriate filing authority, the plan of domestication may be abandoned only if the statement of domestication sets forth a delayed effective date under section 29-2505, subsection B, paragraph 3. Such a plan of domestication may be abandoned by delivering for filing with the appropriate filing authority on or before the delayed effective date a statement of abandonment, signed on behalf of the domestic domesticating entity. A statement of abandonment takes effect on delivery for filing, and the domestication is abandoned and does not become effective. The statement of abandonment must contain:

The name of the domestic domesticating entity.
The date on which the statement of domestication was filed.
A statement that the domestication has been abandoned in accordance with this section.

§ 29-2505 Statement of domestication; effective date

A. A statement of domestication must be signed on behalf of the domesticating entity. The statement of domestication must be delivered for filing:

In the case of a domestic entity becoming a domestic entity of the same type in a foreign jurisdiction pursuant to section 29-2501, subsection A, with the appropriate filing authority, if any, for the domestic domesticating entity.
In the case of a foreign entity becoming a domestic entity of the same type in this state pursuant to section 29-2501, subsection B, with the appropriate filing authority, if any, for the domestic domesticated entity.

B. A statement of domestication must contain each of the following, if applicable:

The name, jurisdiction of organization and type of the domesticating entity.
The name and jurisdiction of organization of the domesticated entity.
With respect to the effective date and time of the domestication:

(a) If either the domesticating entity or the domesticated entity is a domestic filing entity and if the statement of domestication is not to be effective on delivery to the appropriate filing authority, the later date and time on which it will become effective, which may not be more than ninety days after the date of its delivery to the appropriate filing authority.

(b) If neither the domesticating entity nor the domesticated entity is a domestic filing entity and if the statement of domestication is not to be effective on the signing of the statement of domestication, the later date and time on which it will become effective.

If the domesticating entity is a domestic entity, a statement that the plan of domestication was approved in accordance with this article or, if the domesticating entity is a foreign entity, a statement that the domestication was approved in accordance with the law of its jurisdiction of organization.
If the domesticated entity is a domestic filing entity, its public organizational document, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.
If the domesticated entity is a foreign entity that is required to be a qualified foreign entity, any documents that laws in this state require it to file to become a qualified foreign entity, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.
If the domesticated entity is a foreign entity that is not required to be a qualified foreign entity, a mailing address to which the appropriate filing authority may send any process served on the appropriate filing authority pursuant to section 29-2506, subsection E.
If the domesticated entity is a domestic limited liability partnership, its statement of qualification, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.

C. In addition to the requirements of subsection B of this section, a statement of domestication may contain any other provision not prohibited by law.

D. If the domesticated entity is a domestic filing entity, its public organizational document attached under subsection B, paragraph 5 of this section:

Must satisfy the requirements of the laws of this state.
Is deemed to be signed by means of the signing of the statement of domestication.
May omit any provision that is not required to be included in a restatement of the public organizational document.

E. With respect to a plan of domestication that is signed on behalf of a domesticating domestic entity and that meets all of the requirements of subsection B of this section:

If either the domesticating entity or the domesticated entity is a domestic filing entity and if the plan so provides, the plan may be delivered for filing with the appropriate filing authority instead of a statement of domestication and, on filing, has the same effect as a statement of domestication, in which case all references in this chapter to a statement of domestication refer to the plan of domestication filed under this subsection.
If neither the domesticating entity nor the domesticated entity is a domestic filing entity and if the plan so provides, the plan has the same effect as a statement of domestication, in which case all references in this chapter to a statement of domestication refer to the plan of domestication.

F. With respect to the effective date and time of the domestication:

If either the domesticating entity or the domesticated entity is a domestic filing entity, once a statement of domestication has been approved by the appropriate filing authority, both the domestication and the statement of domestication become effective on the date and time of the delivery of the statement of domestication for filing with the appropriate filing authority or, if applicable, on the later date and time specified in the statement of domestication.
If neither the domesticating entity nor the domesticated entity is a domestic filing entity, both the domestication and the statement of domestication are effective on the signing of the statement of domestication or, if applicable, the later date and time specified in the statement of domestication.

§ 29-2506 Effect of domestication

A. When a domestication becomes effective:

The domesticated entity is both:

(a) Organized under and subject to the governing statute of the domesticated entity.

(b) The same entity without interruption as the domesticating entity.

All property, including rights, privileges, immunities and powers of the domesticating entity, remains vested in the domesticated entity without assignment, reversion or impairment.
All obligations of the domesticating entity continue as obligations of the domesticated entity.
Except as provided by law other than this chapter or the plan of domestication, all of the rights, privileges, immunities, powers and purposes of the domesticating entity remain in the domesticated entity.
The name of the domesticated entity may be substituted for the name of the domesticating entity in any pending action or proceeding.
If the domesticated entity is a domestic filing entity, its public organizational document is effective and is binding on its interest holders.
If the domesticated entity is a domestic limited liability partnership, its statement of qualification is effective simultaneously.
If the domesticated entity is to be a qualified foreign entity, the documents it filed to become a qualified foreign entity are effective simultaneously.
The private organizational documents of the domesticated entity that are to be in a record, if any, approved as part of the plan of domestication are effective and are binding.
The interests in the domesticating entity are converted and the interest holders of the domesticating entity are entitled only to the rights provided to them under the plan of domestication and to any appraisal rights they have under section 29-2109 and the domesticating entity's governing statute.

B. Except as provided in the plan of domestication or in the governing statute or organizational documents of the domesticating entity, the domestication does not give rise to any rights that an interest holder, governor or third party would otherwise have on a dissolution, liquidation or winding up of the domesticating entity.

C. When a domestication becomes effective, a person that did not have interest holder liability with respect to the domesticating entity and that becomes subject to interest holder liability with respect to the domestic domesticated entity as a result of the domestication has interest holder liability only to the extent provided by the governing statute or organizational documents of the domestic domesticated entity, and then only for those obligations that arise after the domestication becomes effective.

D. When a domestication becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic domesticating entity with respect to which the person had interest holder liability is as follows:

The domestication does not discharge any interest holder liability under the governing statute or organizational documents of the domestic domesticating entity to the extent the interest holder liability arose before the domestication became effective.
The person does not have interest holder liability under the governing statute or organizational documents of the domestic domesticating entity for any obligation that arises after the domestication becomes effective.
The governing statute and organizational documents of the domestic domesticating entity continue to apply to the release, collection or discharge of any interest holder liability preserved under paragraph 1 of this subsection as if the domestication had not occurred.
The person has the same rights of contribution from any other person as are provided by the governing statute or organizational documents of a domestic domesticating entity with respect to any interest holder liability preserved under paragraph 1 of this subsection as if the domestication had not occurred.

E. When a domestication becomes effective, a foreign entity that is the domesticated entity:

May be served with process in this state for the collection and enforcement of any of its obligations that arise before the domestication becomes effective, including obligations arising out of the exercise of appraisal rights.
If it is not a qualified foreign entity, appoints the appropriate filing authority as its agent for service of process for collecting or enforcing those obligations.

F. When the domestication becomes effective, the authority, registration or other qualification granted by the appropriate filing authority to transact business or conduct affairs in this state of a domesticating entity that is a qualified foreign entity is automatically revoked or canceled.

G. A domestication does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.

§ 29-2507 Ineffectiveness of domestication due to law of foreign jurisdiction

A. If a statement of domestication is filed with the appropriate filing authority but the domestication is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2501, subsection A or B, the domestication is ineffective. A statement of ineffectiveness of domestication must be signed on behalf of the entity on behalf of which the statement of domestication was signed and must be delivered for filing with the appropriate filing authority to reflect the ineffectiveness in the public record.

B. The statement of ineffectiveness of domestication must contain each of the following, if applicable:

The name of the entity that attempted the domestication.
The date on which the statement of domestication was filed.
A statement that the domestication was ineffective because it was not authorized by the law of the relevant foreign jurisdiction.
If another entity has adopted the name of the entity that attempted the domestication, or if another person has adopted as a trade name the name of the entity, the entity that attempted the domestication must change its name by attaching an amendment to its public organizational document. The amendment must change the name of the entity in accordance with the naming requirements of its governing statute and, if attached, is deemed to be delivered to the appropriate filing authority for filing.

C. The entity that attempted the domestication is both:

Responsible to any other person for any obligation incurred by that person that arises out of or relates to the ineffectiveness of the attempted domestication unless the entity establishes that the obligation was not incurred in good faith.
Deemed to have appointed the appropriate filing authority as its agent for service of process for any action arising under this section, unless the entity is a domestic entity or a qualified foreign entity.

D. If they were acting in good faith, the entity that attempted the domestication and its interest holders, governors and other representatives are not civilly or criminally liable and may not be found guilty in connection with an ineffective domestication under any law of this state pertaining to:

The filing of a false or otherwise misleading or inaccurate document.
The making of a false or otherwise misleading or inaccurate statement.
Any similar matter.

Article 6 Divisions

§ 29-2601 Division authorized

A. By complying with this article, a domestic entity may divide into either:

The dividing entity and one or more new entities, whether domestic or foreign.
Two or more new entities, whether domestic or foreign.

B. A foreign entity may be created by the division of a domestic entity under this article only if the division is authorized by the law of the foreign entity's jurisdiction of organization.

C. A domestic entity may be created by the division of a foreign entity under this article only if the division is authorized by the law of the foreign entity's jurisdiction of organization.

D. If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a division, the provision applies to a division of the entity as if the division were a merger until the agreement is amended after the effective date of this section.

§ 29-2602 Plan of division

A. A domestic entity may divide under this article by approving a plan of division. The plan of division must be in a record and contain all of the following:

The name and type of the dividing entity.
A statement as to whether the dividing entity will survive the division.
The name, jurisdiction of organization and type of each new resulting entity.
The manner of all of the following:

(a) Converting the interests in the dividing entity into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing.

(b) Allocating between or among the resulting entities the property of the dividing entity that will not be owned by all of the resulting entities as tenants in common pursuant to section 29-2606, subsection A, paragraph 4 and those obligations of the dividing entity as to which not all of the resulting entities will be liable jointly and severally pursuant to section 29-2607.

The proposed public organizational document, if any, of each new resulting entity and the full text of its private organizational documents that are proposed to be in a record.
If the dividing entity will survive the division and is a filing entity, any proposed amendments to its public organizational document.
If the dividing entity will survive the division, any proposed amendments to its private organizational documents that are in a record.
The other terms and conditions of the division, if any.
Any other provisions required by the laws of this state or the organizational documents of the dividing entity.

B. A plan of division may contain any other provision not prohibited by law.

§ 29-2603 Approval of division

A. A plan of division is not effective unless it has been approved both:

By a domestic dividing entity:

(a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of a division.

(b) If neither its governing statute nor its organizational documents provide for approval of a division, in accordance with the requirements, if any, in its governing statute or organizational documents for approval of a merger between unaffiliated entries, as if the division were a merger.

(c) If neither its governing statute nor its organizational documents provide for approval of a division or a merger, by all of the interest holders of the entity entitled to vote on or consent to any matter or, if there are no such interest holders, by all of the governors of the entity.

In a record by each interest holder of a domestic dividing entity that will have interest holder liability for obligations that arise after the division becomes effective, unless both:

(a) The organizational documents of the entity expressly provide in a record for the approval of a division or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders.

(b) The interest holder voted for or consented in a record to that provision of the organizational documents or became an interest holder after the adoption of that provision.

B. A division of a foreign entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.

§ 29-2604 Amendment or abandonment of plan of division

A. A plan of division of a domestic dividing entity may be amended either:

In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended.
By the governors or interest holders of the entity in the manner provided in the plan, except that an interest holder that was entitled to vote on or consent to approval of the division is entitled to vote on or consent to any amendment of the plan that will change any of the following:

(b) The public organizational document or private organizational documents of any of the resulting entities that will be in effect immediately after the division becomes effective, except for changes that do not require approval of the interest holders of the applicable resulting entity under its governing statute or organizational documents.

(c) Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.

B. After a plan of division has been approved by a domestic dividing entity and before a statement of division becomes effective pursuant to section 29-2605, the plan may be abandoned:

As provided in the plan.
If not provided in the plan, either:

(a) By the governors of the domestic dividing entity, unless prohibited by the plan.

(b) In the same manner as the plan was approved.

C. If a statement of division has been delivered for filing with the appropriate filing authority, the plan of division may be abandoned only if the statement of division sets forth a delayed effective date under section 29-2605, subsection B, paragraph 4. A plan of division may be abandoned by delivering for filing with the appropriate filing authority on or before that delayed effective date a statement of abandonment, signed on behalf of the domestic dividing entity. A statement of abandonment takes effect on delivery for filing, and the division is abandoned and does not become effective. The statement of abandonment must contain all of the following:

The name of the domestic dividing entity.
The date on which the statement of division was filed.
A statement that the division has been abandoned in accordance with this section.

§ 29-2605 Statement of division; effective date

A. A statement of division must be signed on behalf of the dividing entity. The statement of division must be delivered for filing either:

For a division of a domestic entity pursuant to section 29-2601, subsection A, with the appropriate filing authority, if any, for the domestic dividing entity and, if there is a different filing authority for any domestic resulting entity, with that different filing authority.
For a division of a foreign entity that creates one or more domestic entities pursuant to section 29-2601, subsection C, with the appropriate filing authority, if any, for a domestic resulting entity and, if there is a different filing authority for any other domestic resulting entity, with the different filing authority.

B. A statement of division must contain each of the following, if applicable:

The name, jurisdiction of organization and type of the dividing entity.
A statement as to whether the dividing entity will survive the division.
The name, jurisdiction of organization and type of each resulting entity created by the division and, if a resulting entity is a domestic entity, other than a general partnership, or is a qualified foreign entity both of the following:

(a) The street address of the resulting entity's known place of business in this state or, if the resulting entity is a domestic partnership, the street address of its office in this state.

(b) The name and street address of the resulting entity's agent for service of process in this state. If a new statutory agent is being appointed, the statutory agent must sign a statement accepting the appointment, which must be attached to the statement of division.

With respect to the effective date and time of the division:

(a) If the dividing entity or at least one resulting entity is a domestic filing entity and if the statement of division is not to be effective on delivery to the appropriate filing authority, the later date and time on which it will become effective, which may not be more than ninety days after the date of its delivery to the appropriate filing authority.

(b) If neither the dividing entity nor any resulting entity is a domestic filing entity and if the statement of division is not to be effective on the signing of the statement of division, the later date and time on which it will become effective.

If the dividing entity is a domestic entity, a statement that the plan of division was approved in accordance with this article or, if the dividing entity is a foreign entity, a statement that the division was approved by the foreign dividing entity in accordance with the law of its jurisdiction of organization.
If the dividing entity is a domestic filing entity and survives the division, any amendment to its public organizational document approved as part of the plan of division, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.
For each domestic resulting entity created by the division, its public organizational document, if any, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.
For each foreign resulting entity that is required to be a qualified foreign entity, any documents that the laws of this state require it to file to become a qualified foreign entity, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.
For each foreign resulting entity that is not required to be a qualified foreign entity, a mailing address to which the appropriate filing authority may send any process served on the appropriate filing authority pursuant to section 29-2606, subsection E.
For each resulting entity created by the division that is a domestic limited liability partnership, its statement of qualification, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.

C. In addition to the requirements of subsection B of this section, a statement of division may contain any other provision not prohibited by law.

D. If a resulting entity created in the division is a domestic filing entity, the amendment attached under subsection B, paragraph 6 of this section or its public organizational document attached under subsection B, paragraph 7 of this section:

Must satisfy the requirements of the laws of this state.
Is deemed to be signed by means of the signing of the statement of division.
May omit any provision that is not required to be included in a restatement of the public organizational document.

E. With respect to a plan of division that is signed on behalf of a domestic dividing entity and that meets all of the requirements of subsection B of this section:

If the dividing entity or at least one resulting entity is a domestic filing entity, and if the plan so provides, the plan may be delivered for filing with the appropriate filing authority instead of a statement of division and, on filing, has the same effect as a statement of division, in which case all references in this chapter to a statement of division refer to the plan of division filed under this subsection.
If neither the dividing entity nor any resulting entity is a domestic filing entity, and if the plan so provides, the plan has the same effect as a statement of division, in which case all references in this chapter to a statement of division refer to the plan of division.

F. With respect to the effective date and time of the division:

If the dividing entity or at least one resulting entity is a domestic filing entity, once a statement of division has been approved for filing by the appropriate filing authority or authorities, both the division and the statement of division are deemed to have become effective on the date and time of the delivery of the statement of division for filing with the appropriate filing authority or authorities or, if applicable, on the later date and time specified in the statement of division.
If neither the dividing entity nor any resulting entity is a domestic filing entity, both the division and the statement of division are effective on the signing of the statement of division or, if applicable, on the later date and time specified in the statement of division.

§ 29-2606 Effect of division

A. When a division becomes effective:

If the dividing entity is to survive the division, the dividing entity continues to exist.
If the dividing entity is not to survive the division, the dividing entity ceases to exist.
The resulting entities created in the division come into existence.
As and to the extent specified in the plan of division, property, including rights, privileges, immunities and powers, of the dividing entity is allocated to and vests in the resulting entities created in the division or continues to be vested in the dividing entity, in each case automatically and without assignment, reversion or impairment.
Any property, including rights, privileges, immunities and powers, not allocated by the plan of division:

(a) If the dividing entity survives the division, remains vested in the dividing entity.

(b) If the dividing entity does not survive the division, is allocated to and vests equally in the resulting entities as tenants in common, in each case automatically and without assignment, reversion or impairment.

Any pending action or proceeding to which the dividing entity is a party at the effective time of the division continues and the name of a new resulting entity to which a cause of action is allocated as provided in paragraphs 4 and 5 of this subsection may be substituted for the name of the dividing entity or added in that action or proceeding.
All obligations of the dividing entity are allocated between or among the resulting entities as provided in section 29-2607.
If the dividing entity survives the division:

(a) Its public organizational document, if any, is amended if and to the extent provided in the statement of division.

(b) Its private organizational documents that are to be in a record, if any, are amended if and to the extent provided in the plan of division.

The interests in the dividing entity that are to be converted in the division are converted and the interest holders of those interests are entitled only to the rights provided to them under the plan of division and to any appraisal rights they may have under section 29-2109 and the dividing entity's governing statute.

B. Except as provided in the plan of division or in the governing statute or organizational documents of the dividing entity, the division does not give rise to any rights that an interest holder, governor or third party would otherwise have on a dissolution, liquidation or winding up of the dividing entity.

C. When a division becomes effective, a person that did not have interest holder liability with respect to the dividing entity and that becomes subject to interest holder liability with respect to the domestic resulting entity as a result of the division has interest holder liability only to the extent provided by the governing statute or organizational documents of the domestic resulting entity, and then only for those obligations that arise after the division becomes effective.

D. When a division becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic dividing entity with respect to which the person had interest holder liability is as follows:

The division does not discharge any interest holder liability under the governing statute or organizational documents of the domestic dividing entity to the extent the interest holder liability arose before the division became effective.
The person does not have interest holder liability under the governing statute or organizational documents of the domestic dividing entity for any obligation that arises after the division becomes effective.
The governing statute and organizational documents of the domestic dividing entity continue to apply to the release, collection or discharge of any interest holder liability preserved under paragraph 1 of this subsection as if the division had not occurred.
The person has the same rights of contribution from any other person as are provided by the governing statute or organizational documents of the domestic dividing entity with respect to any interest holder liability preserved under paragraph 1 of this subsection as if the division had not occurred.

E. When a division becomes effective, a foreign entity that is a resulting entity:

May be served with process in this state for the collection and enforcement of any obligations of a domestic dividing entity that were allocated to the foreign entity pursuant to this article, including obligations arising out of the exercise of appraisal rights.
If it is not a qualified foreign entity, appoints the appropriate filing authority as its agent for service of process for collecting or enforcing those obligations.

F. When a division becomes effective, the authority, registration or other qualification granted by the appropriate filing authority to transact business or conduct affairs in this state of a foreign dividing entity that does not survive the division is automatically revoked or cancelled.

G. A person does not have constructive notice of an allocation of an interest in real estate in a division until the allocation is recorded in compliance with the requirements for recording of interests in real estate in the state where the real property is located.

§ 29-2607 Allocation of obligations in division

A. Except as provided in subsections B and C of this section, when a division becomes effective, each resulting entity is liable, jointly and severally, with the other resulting entities for the obligations of the dividing entity that existed immediately before the effectiveness of the division, and all those obligations of the dividing entity are automatically obligations of each resulting entity without assignment, assumption or delegation.

B. A resulting entity is not liable for an obligation of the dividing entity if and to the extent any of the following applies:

The obligee has consented in writing to the obligations being allocated to, or continuing to be the obligation of, one or more of the other resulting entities and the plan of division states that the obligation is being allocated to, or will continue to be the obligation of, those entities, or those entities have otherwise expressly assumed the obligation.
A court or other tribunal of competent jurisdiction or a governmental agency having jurisdiction as to the matter has issued an order, finding, rule, regulation or other ruling that has become final and nonappealable and in which the obligation is deemed to be allocated to, or to continue to be the obligation of, one or more of the other resulting entities.
Recourse regarding the obligation is, by contract or by law, limited to an asset of one or more of the other resulting entities.
Recourse regarding the obligation is, by contract or by law, limited to one or more of the other resulting entities.

C. A resulting entity may enter into agreements or other arrangements for purposes of mitigating risks associated with the entity's liability for an obligation of the dividing entity. The agreements or arrangements may be entered into with one or more of the other resulting entities or with third parties. The agreements or arrangements may include indemnification, contribution, guaranty, insurance, offset, loan, investment and any other lawful means of dealing with the risks associated with the liability for the obligation.

D. Unless the obligee has otherwise agreed or consented, liens, security interests and other encumbrances on the property of the dividing entity are not impaired by the division, regardless of whether that property has become the property of a resulting entity that is not the dividing entity, regardless of whether the dividing entity is one of the resulting entities and regardless of any otherwise enforceable allocation of obligations of the dividing entity.

E. If the dividing entity is bound by a security agreement governed by title 47, chapter 9 or its counterpart as enacted in any jurisdiction and the security agreement provides that the security interest attaches to after-acquired collateral, each resulting entity is bound by the security agreement unless the secured party has otherwise agreed or consented.

F. For purposes of and notwithstanding any provision of the governing statute of the dividing entity or any resulting entity, the division is deemed not to be a dividend or other distribution by the dividing entity or any resulting entity.

§ 29-2608 Ineffectiveness of division due to law of foreign jurisdiction

A. If a statement of division is filed with the appropriate filing authority but the division is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2601, subsection B or C, the division is ineffective. A statement of ineffectiveness of division must be signed on behalf of the entity on behalf of which the statement of division was signed and must be delivered for filing with the appropriate filing authority to reflect the ineffectiveness in the public record.

B. The statement of ineffectiveness of division must contain each of the following, if applicable:

The name of the entity that attempted the division.
The date on which the statement of division was filed.
A statement that the division was ineffective because it was not authorized by the law of the relevant foreign jurisdiction.
If another entity has adopted the name of the entity that attempted the division, or if another person has adopted as a trade name the name of that entity, the entity that attempted the division must change its name by attaching an amendment to its public organizational document. The amendment must change the name of the entity in accordance with the naming requirements of its governing statute and, if attached, is deemed to be delivered to the appropriate filing authority for filing.

C. The entity that attempted the division is both:

Responsible to any other person for any obligation incurred by that person that arises out of or relates to the ineffectiveness of the attempted division, unless the entity establishes that the obligation was not incurred in good faith.
Deemed to have appointed the appropriate filing authority as its agent for service of process for any action arising under this section, unless the entity is a domestic entity or a qualified foreign entity.

D. If they were acting in good faith, the entity that attempted the division and its interest holders, governors and other representatives are not civilly or criminally liable and may not be found guilty in connection with an ineffective division under any law of this state pertaining to:

The filing of a false or otherwise misleading or inaccurate document.
The making of a false or otherwise misleading or inaccurate statement.
Any similar matter.

Article 7 Miscellaneous Provisions

§ 29-2701 Consistency of application

In applying and construing this chapter, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact similar legislation.

§ 29-2702 Relation to electronic signatures in global and national commerce act

This chapter modifies, limits and supersedes the electronic signatures in global and national commerce act (P.L. 106-229; 114 Stat. 464; 15 United States Code sections 7001 through 7031) but does not modify, limit or supersede 15 United States Code section 7001(c) or authorize electronic delivery of any of the notices described in 15 United States Code section 7003(b).

§ 29-2703 Saving clause

This chapter does not affect an action or proceeding commenced or right accrued before the effective date of this section.

Chapter 7 Arizona Limited Liability Company Act

Article 1 General Provisions

§ 29-3101 Short title

This chapter may be cited as the "Arizona limited liability company act".

§ 29-3102 Definitions

In this chapter, unless the context otherwise requires:

"Articles of organization" means the articles required by section 29-3201. Articles of organization includes the articles as amended or restated.
"Commission" means the corporation commission.
"Contribution" means property or a benefit described in section 29-3402 that is provided by a person to a limited liability company to become a member or in the person's capacity as a member.
"Debtor in bankruptcy" means a person that is the subject of either of the following:

(a) An order for relief under title 11 of the United States Code or a comparable order under a successor statute of general application.

(b) A comparable order under federal, state or foreign law governing insolvency.

"Designating foreign company" means, with respect to any foreign series, the foreign limited liability company that designated or otherwise established the foreign series in accordance with the law of its jurisdiction of formation.
"Distribution":

(a) Means a transfer of money or other property from a limited liability company to a person on account of a transferable interest or in the person's capacity as a member.

(b) Includes both of the following:

(i) A redemption or other purchase by a limited liability company of a transferable interest.

(ii) A transfer to a member in return for the member's relinquishment of any right to participate as a member in the management or conduct of the company's activities and affairs or to have access to records or other information concerning the company's activities and affairs.

(c) Does not include amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or another bona fide benefits program.

"Foreign limited liability company" means an unincorporated entity that is formed under the law of a jurisdiction other than this state and that would be a limited liability company if the unincorporated entity were formed under the law of this state and includes a foreign series for the purposes of this article.
"Foreign series" means a series of a foreign limited liability company that has been established as such in accordance with the law of a jurisdiction other than this state.
"Jurisdiction", when used to refer to a political entity, means the United States, a state, a foreign country or a political subdivision of a foreign country.
"Jurisdiction of formation" means the jurisdiction whose law governs the internal affairs of an entity.
"Limited liability company", except when used in the phrase foreign limited liability company and in article 10 of this chapter:

(a) Means an entity that is formed under this chapter or that becomes subject to this chapter under article 10 of this chapter or section 29-3110.

(b) Includes a limited liability company with a single member.

"Majority in interest of the members" means, at any particular time, one or more members that hold in the aggregate a majority of the interests in the limited liability company's profits held at that time by all members, disregarding any profit interests held by persons that are not members. The members' respective interests in the company's profits are in proportion to their rights to share in distributions that exceed the repayment of their contributions on dissolution and winding up of the company.
"Manager" means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in section 29-3407, subsection C.
"Manager-managed limited liability company" means a limited liability company that qualifies under section 29-3407, subsection A.
"Member" means a person that both:

(a) Has become a member of a limited liability company under section 29-3401 or was a member in a company when the company became subject to this chapter under section 29-3110.

(b) Has not dissociated under section 29-3602.

"Member-managed limited liability company" means a limited liability company that is not a manager-managed limited liability company.
"Operating agreement" means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in section 29-3105, subsection A. Operating agreement includes the agreement as amended or restated.
"Organizer" means a person that acts under section 29-3201 to form a limited liability company.
"Person" means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation or government or governmental subdivision, agency or instrumentality or any other legal or commercial entity.
"Principal address" means the mailing address of a limited liability company or foreign limited liability company, whether or not located in this state.
"Property" means all property, whether real, personal or mixed or tangible or intangible, or any right or interest therein.
"Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and that is retrievable in a perceivable form.
"Registered foreign limited liability company":

(a) Means a foreign limited liability company that is registered to do business in this state pursuant to a statement of registration filed by the commission.

(b) Includes a registered foreign series for the purposes of this article.

"Registered foreign series" means a foreign series that is registered to do business in this state pursuant to a statement of registration filed by the commission.
"Sign" means, with present intent to authenticate or adopt a record, to either:

(a) Execute or adopt a tangible symbol.

(b) Attach to or logically associate with the record an electronic symbol, sound or process.

"State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States.
"Statutory agent" means the agent of a limited liability company or foreign limited liability company that is authorized to receive service of any process, notice or demand required or permitted by law to be served on the company.
"Transfer" includes:

(a) An assignment.

(b) A conveyance.

(d) A lease.

(e) An encumbrance, including a mortgage or security interest.

(f) A gift.

(g) A transfer by operation of law.

"Transferable interest" means the right, as initially owned by a person in the person's capacity as a member, to receive distributions from a limited liability company, whether or not the person remains a member or continues to own any part of the right, and applies to any fraction of the interest, by whomever owned.
"Transferee":

(a) Means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member.

(b) Includes a person that owns a transferable interest under section 29-3603, subsection A, paragraph 3.

§ 29-3103 Knowledge; notice

A. A person knows a fact if the person either:

Has actual knowledge of the fact.
Is deemed to know the fact under law other than this chapter.

B. A person has notice of a fact if the person either:

Has reason to know the fact from all of the facts known to the person at the time in question.
Is deemed to have notice of the fact under subsection D of this section.

C. Subject to section 29-3210, subsection F, a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.

D. A person that is not a member is deemed to have notice of a limited liability company's:

Dissolution ninety days after a notice of winding up under section 29-3702, subsection B, paragraph 2, subdivision (a) becomes effective.
Termination ninety days after the articles of termination under section 29-3702, subsection B, paragraph 2, subdivision (f) become effective.
Participation in a merger, interest exchange, conversion, domestication or division ninety days after a statement of merger, interest exchange, conversion, domestication or division under article 10 of this chapter become effective.

§ 29-3104 Governing law

The law of this state governs both of the following:

The internal affairs of a limited liability company.
The liability of a member as member and a manager as manager for a debt, an obligation or another liability of a limited liability company.

§ 29-3105 Operating agreement; scope, function and limitations

A. Except as otherwise provided in subsections C and D of this section:

The operating agreement governs all of the following:

(a) Relations among the members as members and between the members and the limited liability company.

(b) The rights and duties under this chapter of a person in the capacity of manager.

(d) The means and conditions of amending the agreement.

The operating agreement may contain any provision that is not contrary to law.
In the event of a conflict between a provision of the operating agreement and this chapter, the provision of the operating agreement governs.

B. To the extent the operating agreement does not provide for a matter described in subsection A of this section, this chapter governs the matter.

C. An operating agreement may not:

Vary the law applicable under section 29-3104.
Vary a limited liability company's capacity under section 29-3109 to sue and be sued in the limited liability company's own name.
Vary any requirement, procedure or other provision of this chapter pertaining to:

(a) Statutory agents.

(b) The commission, including provisions pertaining to records authorized or required to be delivered to the commission for filing under this chapter.

Vary the provisions of section 29-3204.
Eliminate the contractual obligation of good faith and fair dealing or the duty to refrain from wilful or intentional misconduct under section 29-3409.
Limit or eliminate a person's liability for any violation of the contractual obligation of good faith and fair dealing or conduct involving wilful or intentional misconduct.
Unreasonably restrict the duties and rights of members and managers under section 29-3410, but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under section 29-3410 and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use.
Vary the causes of dissolution specified in section 29-3701, subsection A, paragraph 4, subdivision (b) and section 29-3701, subsection A, paragraph 5.
Unreasonably restrict the right of a member to maintain an action under article 8 of this chapter, except that the operating agreement may require a member maintaining a direct action under section 29-3801 to plead and prove an actual or threatened injury that is not solely the result of any injury suffered or threatened to be suffered by the company.
Vary the provisions of section 29-3805, but the operating agreement may provide that the company may not have a special litigation committee.
Vary the required contents of a plan of merger, a plan of interest exchange, a plan of conversion, a plan of domestication or a plan of division under article 10 of this chapter.
Except as otherwise provided in section 29-3106 and section 29-3107, subsection B, restrict the rights under this chapter of a person other than a member or manager.
Reduce or eliminate, in a manner that adversely affects the rights of a person other than a member or manager, the restrictions on distributions under section 29-3405 or the liabilities for prohibited distributions under section 29-3406.
Vary the requirements of section 29-3108, subsection C or D.

D. Subject to subsection C, paragraphs 5 and 6 of this section, without limiting other terms that may be included in an operating agreement, the following apply:

To the extent that, at law or in equity, a member or manager or other person has duties, including the duty of care, the duty of loyalty and any other fiduciary duty, to a limited liability company, to another member or manager or to another person that is a party to or is otherwise bound by an operating agreement, the member's, manager's or other person's duties may be expanded, limited or eliminated by the operating agreement.
An operating agreement may provide for the limitation or elimination of any or all liabilities for breach of the operating agreement or breach of duties, including the duty of care, the duty of loyalty and any other fiduciary duty, as expanded, limited or eliminated in the operating agreement, of a member, manager or other person to a company or to another member or manager or another person that is a party to or is otherwise bound by the operating agreement.
An operating agreement may specify a method by which a specific act, omission or transaction, or a specific category of acts, omissions or transactions, that would otherwise violate a duty, including the duty of care, the duty of loyalty and any other fiduciary duty, as expanded, limited or eliminated in the operating agreement, may be authorized or ratified. A general provision in an operating agreement that provides for management by one or more members or managers, without more, is not sufficient to specify a method for authorization or ratification under this paragraph.
An operating agreement may specify a method by which a member, manager or other person may be reimbursed, indemnified or held harmless, or by which the liability of a member, manager or other person may be limited or eliminated, for a specific act, omission or transaction, or a specific category of acts, omissions or transactions, that would otherwise violate a duty, including the duty of care, the duty of loyalty and any other fiduciary duty, as expanded, limited or eliminated in the operating agreement. A general provision in an operating agreement that provides for management by one or more members or managers, without more, is not sufficient to specify a method for reimbursing, indemnifying or holding harmless a person or limiting or eliminating a person's liability under this paragraph.

E. Subject to the limitations of subsection C, paragraphs 5 and 6 of this section, an operating agreement may define some or all of the fiduciary duties of a member, manager or other person that is a party to or is otherwise bound by an operating agreement to be the same as the fiduciary duties of a director, officer or shareholder of a corporation formed under the laws of this state, in which case, unless the operating agreement provides otherwise, all laws of evidence and evidentiary presumptions and other laws that apply to the fiduciary duties of a director, officer or shareholder of a corporation formed under the laws of this state apply to such duties.

§ 29-3106 Operating agreement; effect on limited liability company and persons becoming members; preformation agreement

A. A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement.

B. A person that becomes a member is deemed to assent to the operating agreement.

C. Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that on the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that on the formation of the company the terms will become the operating agreement.

§ 29-3107 Operating agreement; amendment; effect on third parties and relationship to records effective on behalf of limited liability company

A. An operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.

B. The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Subject to section 29-3409, subsections D and L, an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member:

Is effective with regard to any debt, obligation or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or person dissociated as a member.
Is not effective to the extent the amendment imposes a new debt, obligation or other liability on the transferee or person dissociated as a member.

C. If a record delivered by a limited liability company to the commission for filing becomes effective and contains a provision that would be ineffective under section 29-3105, subsection C if contained in the operating agreement, the provision is ineffective in the record.

D. Subject to subsection C of this section, if a record delivered by a limited liability company to the commission for filing becomes effective and conflicts with a provision of the operating agreement:

The agreement prevails as to members, persons dissociated as members, transferees and managers.
The record prevails as to other persons to the extent they reasonably rely on the record.

§ 29-3108 Nature, purpose and duration of limited liability company

A. A limited liability company is an entity distinct from its member or members.

B. Except as provided in subsections C and D of this section, a limited liability company may have any lawful purpose, regardless of whether the purpose is for profit.

C. A limited liability company may not engage in the business of banking.

D. A limited liability company may not be an insurer as defined in section 20-104 unless as a title insurance agent as defined in section 20-1562 or as a pure captive insurer as defined in section 20-1098 that is expressly authorized by the director of the department of insurance and financial institutions pursuant to title 20. For the purposes of title insurance transactions or pure captive insurance business, the members of the company are individually responsible, equally and ratably, and not one for another, for all contracts, debts and engagements of the company, to the extent of the amount of each member's initial investment in the company.

E. A limited liability company has perpetual duration.

§ 29-3109 Powers

A limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.

§ 29-3110 Application to existing relationships

A. Before September 1, 2020, this chapter applies only to the following:

A limited liability company that is formed, converted or domesticated on or after September 1, 2019 or a registered foreign limited liability company that is registered in this state on or after September 1, 2019.
A limited liability company that is formed, converted or domesticated before September 1, 2019 and that elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this chapter.

B. On and after September 1, 2020, this chapter applies to all limited liability companies and foreign limited liability companies.

C. For the purposes of applying this chapter to:

A limited liability company formed before September 1, 2019, the company's known place of business is deemed to be its principal address and the street address of the company's statutory agent is deemed to be the mailing address of the statutory agent.
A registered foreign limited liability company that is registered, in this state before September 1, 2019, the address of the foreign company specified in the foreign company's certificate of registration is deemed to be its principal address and the street address of the foreign company's statutory agent is deemed to be the mailing address of the statutory agent.

D. This chapter does not affect the validity or enforceability of any provision of an operating agreement that was valid or enforceable under any prior statute that was in effect at the time the provision became part of the operating agreement.

§ 29-3111 Supplemental principles of law and equity

Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

§ 29-3112 Permitted names

A. The name of a limited liability company must contain the phrase "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C." or "LC" in uppercase or lowercase letters.

B. Except as otherwise provided in subsection D of this section, the name of a limited liability company and the name under which a foreign limited liability company may register to do business in this state must be distinguishable on the records of the commission or the secretary of state from any of the following:

The name of an existing person whose formation required the filing of a record by the commission or the secretary of state and that is not at the time administratively dissolved.
The name under which a person is registered to do business in this state by the filing of a record by the commission or the secretary of state.
The name reserved under section 29-3113 or any other law of this state providing for the reservation of a name by the filing of a record by the commission or the secretary of state.
The name registered under section 29-3114 or any other law of this state providing for the registration of a name by the filing of a record by the commission or the secretary of state.
The name registered under section 44-1460.

C. If a person consents in a record to the use of the person's name and submits an undertaking in a form satisfactory to the commission to change the person's name to a name that is distinguishable on the records of the commission or the secretary of state from any name in any category of names in subsection B of this section, the name of the consenting person may be used by the person to which the consent was given.

D. Except as otherwise provided in subsection E of this section, in determining whether a name is the same as or not distinguishable on the records of the commission or the secretary of state from the name of another person, words, phrases or abbreviations indicating a type of person, such as "corporation", "corp.", "incorporated", "Inc.", "professional corporation", "P.C.", "PC", "professional association", "P.A.", "PA", "limited", "Ltd.", "limited partnership", "L.P.", "LP", "limited liability partnership", "L.L.P.", "LLP", "registered limited liability partnership", "R.L.L.P.", "RLLP", "limited liability limited partnership", "L.L.L.P.", "LLLP", "registered limited liability limited partnership", "R.L.L.L.P.", "RLLLP", "limited liability company", "L.L.C.", "LLC", "limited cooperative association", "limited cooperative", "L.C.A." or "LCA", may not be taken into account.

E. The name of a limited liability company or foreign limited liability company may not contain the words "association", "corporation" or "incorporated" or an abbreviation of these words. The name of a limited liability company or foreign limited liability company may not contain the words "bank", "deposit", "credit union", "trust" or "trust company" separately or in combination to indicate or convey the idea that the company is engaged in banking, credit union or trust business unless the company is to be and becomes actively and substantially engaged in the banking, credit union or trust business or the company is a holding company holding substantial interest in companies actively and substantially engaged in the banking, credit union or trust business.

F. A limited liability company or foreign limited liability company may use a conflicting name that is not distinguishable from a name described in subsection B of this section if the company delivers to the commission a certified copy of a final judgement of a court of competent jurisdiction establishing the right of the company to use the name in this state.

G. The name of a foreign series registering to do business in this state must include the word "series".

§ 29-3113 Reservation of name

A. A person may reserve the exclusive use of a name that complies with section 29-3112 by delivering an application to the commission for filing. The application must state the name and address of the applicant and the name to be reserved. If the commission finds that the name is available, the commission shall reserve the name for the applicant's exclusive use for one hundred twenty days.

B. The owner of a reserved name may transfer the reservation to another person by delivering to the commission a signed notice in a record of the transfer that states the name and address of the person to which the reservation is being transferred.

§ 29-3114 Registration of name by a foreign limited liability company

A. A foreign limited liability company not registered to do business in this state under article 9 of this chapter may register its name, or an alternate name adopted pursuant to section 29-3906, if the name is distinguishable on the records of the commission or the secretary of state from the names that are not available under section 29-3112.

B. To register its name or an alternate name adopted pursuant to section 29-3906, a foreign limited liability company must deliver to the commission for filing an application stating the company's name, the jurisdiction and the date of its formation and any alternate name adopted pursuant to section 29-3906. If the commission finds that the name applied for is available, the commission shall register the name for the applicant's exclusive use.

C. The registration of a name under this section is effective for one year after the date of registration.

D. A foreign limited liability company whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than three months before the expiration of the registration, to the commission for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one-year period.

E. A foreign limited liability company whose name registration is effective may register as a foreign limited liability company under the registered name or consent in a signed record to the use of that name by another person that is not an individual.

§ 29-3115 Statutory agent

A. Each limited liability company and each registered foreign limited liability company shall designate and maintain a statutory agent in this state. Unless the statutory agent signed the document making the appointment, the appointment of a statutory agent is not effective until the agent or the company delivers a record to the commission signed by the agent accepting the appointment.

B. A statutory agent for a limited liability company or registered foreign limited liability company must have a place of business or residence in this state. A statutory agent must be either an individual resident of this state, a domestic corporation, a limited liability company, a foreign corporation or a foreign limited liability company authorized to transact business in this state.

C. The only duties under this chapter of a statutory agent that has complied with this chapter are:

To forward to the limited liability company or registered foreign limited liability company at the address most recently supplied to the agent by the company or foreign company any process, notice or demand pertaining to the company or foreign company that is served on or received by the agent.
If the statutory agent resigns, to provide the notice required by section 29-3117, subsection C to the company or foreign company at the address most recently supplied to the agent by the company or foreign company.
To keep current the information with respect to the agent in the articles of organization or foreign registration statement.

§ 29-3116 Statement of change

A. A limited liability company or registered foreign limited liability company may change its statutory agent, its principal address, the address of one or more of its managers or members or the address of its statutory agent by delivering to the commission for filing a statement of change that states both of the following:

The name of the company or foreign company.
The information that is to be in effect as a result of the filing of the statement of change.

B. The members or managers of a limited liability company are not required to approve the delivery to the commission for filing of either:

A statement of change under this section.
A similar filing changing the statutory agent or principal address, if any, of the company in any other jurisdiction.

C. Unless the successor statutory agent signed the statement of change, the appointment of a successor statutory agent is not effective until the successor statutory agent, the limited liability company or the registered foreign limited liability company delivers a record to the commission signed by the successor statutory agent accepting the change or the appointment.

D. As an alternative to using the procedure in this section, a limited liability company may amend its articles of organization or a registered foreign limited liability company may file an amendment of foreign registration statement under section 29-3904.

§ 29-3117 Resignation of statutory agent

A. A statutory agent may resign as an agent for a limited liability company or registered foreign limited liability company by delivering to the commission for filing a statement of resignation that states all of the following:

The name of the company or foreign company.
The name of the agent.
That the agent resigns from serving as statutory agent for the company or foreign company.
The address of the company or foreign company to which the agent will send the notice required by subsection C of this section.

B. A statement of resignation takes effect on the earlier of:

The thirty-first day after the day on which the statement of resignation is filed by the commission.
The designation of a new statutory agent for the limited liability company or registered foreign limited liability company.

C. A statutory agent promptly shall furnish to the limited liability company or registered foreign limited liability company notice in a record of the date on which a statement of resignation was filed.

D. When a statement of resignation takes effect, the statutory agent ceases to have responsibility under this chapter for any matter thereafter tendered to the statutory agent as agent for the limited liability company or registered foreign limited liability company. The resignation does not affect any contractual rights that the company or foreign company has against the agent or that the agent has against the company or foreign company.

E. A statutory agent may resign with respect to a limited liability company or registered foreign limited liability company whether or not the company or foreign company is in good standing.

§ 29-3118 Change of name or address by statutory agent

A. If a statutory agent changes its name or address, the agent may deliver to the commission for filing a statement of change that states all of the following:

The name of the limited liability company or registered foreign limited liability company represented by the statutory agent.
The name of the agent as currently shown in the records of the commission for the company or foreign company.
If the name of the agent has changed, its new name.
If the address of the agent has changed, its new address.

B. A statutory agent promptly shall furnish notice to the represented limited liability company or registered foreign limited liability company of the filing by the commission of the statement of change and the changes made by the statement.

§ 29-3119 Service of process, notice or demand

A. A limited liability company or registered foreign limited liability company may be served with any process, notice or demand required or permitted by law by serving its statutory agent.

B. If a limited liability company or registered foreign limited liability company ceases to have a statutory agent, or if its statutory agent cannot with reasonable diligence be served, the company or foreign company may be served by registered or certified mail, return receipt requested, or by a similar commercial delivery service, addressed to the company or foreign company at its principal address. The principal address must be as shown on the company's or foreign company's most recent filing with the commission. Service is effected under this subsection on the earliest of any of the following:

The date the company or foreign company receives the mail or delivery by the commercial delivery service.
The date shown on the return receipt, if signed by the company or foreign company.
Five days after the mail or delivery is deposited with the United States postal service or with the commercial delivery service, if correctly addressed and with sufficient postage or payment.

C. If process, notice or demand cannot be served on a limited liability company or registered foreign limited liability company pursuant to subsection A or B of this section, service may be made by handing a copy to the individual in charge of any regular place of business or activity of the company or foreign company if the individual served is not a plaintiff in the action.

D. Service of process, notice or demand on a statutory agent must be in a written record.

E. Service of process, notice or demand may be made by other means under law other than this chapter.

§ 29-3120 Delivery of record

A. Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice and electronic transmission.

B. Delivery to the commission is effective only when a record is received by the commission.

§ 29-3121 Reservation of power to amend or repeal

The legislature of this state has the power to amend or repeal all or any part of this chapter at any time, and all limited liability companies and foreign limited liability companies subject to this chapter are governed by the amendment or repeal.

§ 29-3122 Powers of commission

The commission has the power reasonably necessary to administer this chapter efficiently and to perform the duties imposed on the commission under this chapter.

§ 29-3123 Taxation

A limited liability company established or a foreign limited liability company transacting business in this state pursuant to this chapter shall pay the taxes that are imposed by the laws of this state or any political subdivision of this state on domestic and foreign limited partnerships on an identical basis, except that, for the purposes of title 23, chapter 4 and title 43, a company or foreign company and its members shall be taxed as if the company or foreign company is either a partnership or a corporation or is disregarded as an entity as determined pursuant to the internal revenue code as defined in section 43-105.

Article 2 Formation; Articles of Organization and Other Filings

§ 29-3201 Formation of limited liability company; articles of organization

A. One or more persons may act as organizers to form a limited liability company by delivering to the commission for filing the articles of organization.

B. The articles of organization must state all of the following:

The name of the limited liability company that complies with section 29-3112.
The principal address, which may be the same as the mailing address of the company's statutory agent.
The name and street and mailing addresses in this state of the company's statutory agent.
Whether the company is a manager-managed limited liability company or a member-managed limited liability company and either of the following:

(a) If the company is a manager-managed limited liability company, the name and address of each manager and the name and address of each member who owns a twenty percent or greater interest in the capital or profits of the company.

(b) If the company is a member-managed limited liability company, the name and address of each member of the company.

C. The articles of organization may contain statements as to matters other than those required by subsection B of this section but may not vary or otherwise affect the provisions specified in section 29-3105, subsections C and D in a manner inconsistent with section 29-3105.

D. A limited liability company is formed when the articles of organization become effective.

E. A parent limited liability company and its subsidiary limited liability companies may be formed at the same time.

F. The filing of the articles of organization by the commission is conclusive proof that all conditions precedent that are required to be performed by the organizers have been satisfied and that the limited liability company has been legally organized and formed under this chapter.

G. Within sixty days after the commission files the articles of organization, either of the following must occur:

A notice of the filing of the articles shall be published in a newspaper of general circulation in the county of the statutory agent's street address for three consecutive publications containing the information required in subsection B of this section. An affidavit evidencing the publication may be filed with the commission.
The commission shall input the information regarding the approval into the database as prescribed by section 10-130 if the statutory agent's street address is in a county with a population of more than eight hundred thousand persons.

§ 29-3202 Amendment or restatement of articles of organization

A. The articles of organization may be amended or restated at any time, including to:

Change the name of the limited liability company.
Change from a member-managed limited liability company to a manager-managed limited liability company or from a manager-managed limited liability company to a member-managed limited liability company.

B. The articles of organization shall be amended if there is a statement in the articles that was false or erroneous when it was made or within thirty days after the occurrence of any of the following:

A member-managed limited liability company has a change in members.
A manager-managed limited liability company has a change in managers or a change in members owning twenty percent or greater interest in the capital or profits of the company.

C. The articles of organization shall be amended or a statement of change shall be filed within thirty days after the occurrence of any of the following:

The limited liability company changes its statutory agent.
The limited liability company changes its principal address.
The address of one or more of the limited liability company's managers or members changes.
The address of the statutory agent changes.

D. To amend its articles of organization, a limited liability company must deliver to the commission for filing an amendment stating both of the following:

The name of the company.
The text of the amendment.

E. To restate its articles of organization without amendment, a limited liability company must deliver to the commission for filing the restated articles, designated as such in the heading, stating both of the following:

The name of the company.
The text of the restated articles.

F. To amend and restate its articles of organization, a limited liability company must deliver to the commission for filing the amended and restated articles, designated as such in the heading, stating both of the following:

The name of the company.
The text of the amended and restated articles.

G. If a member of a member-managed limited liability company or a manager of a manager-managed limited liability company knows that any information in the filed articles of organization was inaccurate when the articles were filed or has become inaccurate due to changed circumstances, the member or manager shall promptly do either of the following:

Cause the articles to be amended.
If appropriate, deliver to the commission for filing a statement of change under section 29-3116 or a statement of correction under section 29-3209.

H. Within sixty days after the commission approves the filing, either of the following must occur:

A copy of the amendment, restated articles of organization or amended and restated articles of organization shall be published in a newspaper of general circulation in the county of the statutory agent's street address for three consecutive publications. An affidavit evidencing the publication may be filed with the commission.
The commission shall input the information regarding the approval into the database as prescribed by section 10-130 if the statutory agent's street address is in a county with a population of more than eight hundred thousand persons.

I. Publication or posting pursuant to subsection H of this section is not required if the amendments to the articles of organization change only any of the following:

The names or addresses of members or managers.
The company's principal address.
The name or address of the statutory agent.

J. A limited liability company that has not amended its articles of organization as required by this section may not maintain an action on or on account of a contract or transaction made in the name of the company in any court of this state until it has amended its articles as required by this section.

§ 29-3203 Signing of records to be delivered for filing to the commission

A. A record delivered to the commission for filing pursuant to this chapter must be signed as follows:

Except as otherwise provided in paragraphs 2 and 3 of this subsection, a record signed by a limited liability company, foreign limited liability company or foreign series must be signed by a person authorized by the company, foreign company or foreign series.
A company's initial articles of organization must be signed by at least one person acting as an organizer. The organizer or organizers may be, but are not required to be, managers or members of the company.
A record delivered on behalf of a dissolved limited liability company that has no member must be signed by the person winding up the company's activities and affairs under section 29-3702, subsection C or a person appointed under section 29-3702, subsection D to wind up the activities and affairs.
Any other record delivered on behalf of a person to the commission for filing must be signed by that person.

B. A record delivered for filing under this chapter may be signed by an agent. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.

C. A person that signs a record as an agent or legal representative affirms as a fact that the person is authorized to sign the record.

§ 29-3204 Signing and filing pursuant to judicial order

A. If a person required by this chapter to sign a record or deliver a record to the commission for filing under this chapter does not do so, any other person that is aggrieved may petition a court of competent jurisdiction to order any of the following:

The person to sign the record.
The person to deliver the record to the commission for filing.
The commission to file the record unsigned.

B. If a petitioner under subsection A of this section is not the limited liability company, foreign limited liability company or foreign series to which the record pertains, the petitioner shall make the company, foreign company or foreign series a party to the action.

C. A record filed under subsection A, paragraph 3 of this section is effective without being signed.

§ 29-3205 Liability for inaccurate information in filed record

A. If a record that is delivered to the commission for filing under this chapter and that is filed by the commission contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from:

A person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed.
Subject to subsection B of this section, a member of a member-managed limited liability company or a manager of a manager-managed limited liability company if both of the following apply:

(a) The record was delivered for filing on behalf of the company.

(b) The member or manager knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied on so that, before the reliance, the member or manager reasonably could have done any of the following:

(i) Effected an amendment under section 29-3202.

(ii) Filed a petition under section 29-3204.

(iii) Delivered to the commission for filing a statement of change under section 29-3116 or a statement of correction under section 29-3209.

B. To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the commission for filing under this chapter and imposes that responsibility on one or more other members, the liability stated in subsection A, paragraph 2 of this section applies to those other members and not to the member that the operating agreement relieves of the responsibility.

C. An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that, to that individual's knowledge, the information stated in the record is accurate.

D. A person that signs a record, or causes another to sign it on the person's behalf, knowing that the record contains inaccurate information at the time it is signed, is liable to the limited liability company and to each member of the company for damages resulting from the inaccurate information.

E. The prevailing party in an action to recover damages under this section is entitled to an award for its costs and reasonable attorney fees.

§ 29-3206 Filing requirements

A. To be filed by the commission pursuant to this chapter, a record must be received by the commission, comply with this chapter and satisfy the following:

The filing of the record must be required or allowed by this chapter.
The record must be physically delivered in written form unless the commission allows electronic delivery of records. If the commission allows electronic delivery of records, the records may be electronically delivered only to the extent the commission allows.
The words in the record must be in English and numbers must be in Arabic or Roman numerals, but the name of an entity is not required to be in English if the name is written in English letters or Arabic or Roman numerals.
The record must be signed by a person authorized or required under this chapter to sign the record.
The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but is not required to contain a seal, attestation, acknowledgment or verification.

B. If a law other than this chapter prohibits the disclosure by the commission of information contained in a record delivered to the commission for filing, the commission shall file the record if the record otherwise complies with this chapter but may redact the information.

C. When a record is delivered to the commission for filing, any fee or penalty required to be paid under this chapter must be paid in a manner allowed by the commission.

D. The commission may require that a record delivered in written form be accompanied by an identical or conformed copy.

E. The commission may provide forms for filings required or allowed to be made by this chapter, but, except as otherwise provided in subsection F of this section, their use is not required.

F. The commission may require that a cover sheet for a filing be on a form prescribed by the commission.

§ 29-3207 Effective date and time

A. Except as otherwise provided in section 29-3208 and subject to section 29-3209, subsection D, a record filed under this chapter is effective:

On the date and at the time of its delivery to the commission, as provided in subsection B of this section or section 29-3210, subsection B.
On the date and at the time specified in the record as its effective time, if later than the date and time under paragraph 1 of this subsection.
At a specified delayed effective date and time, which may not be more than ninety days after the date of delivery.
If a delayed effective date is specified, but no time is specified, at 12:01 a.m. mountain standard time on the date specified, which may not be more than ninety days after the date of delivery.

B. If the commission is unable to make a determination that the record complies with all filing requirements of this chapter at the time the record is delivered for filing, the record is deemed to have been filed at the time of delivery if the commission subsequently determines either that:

The record as delivered conforms to the filing requirements of this chapter.
Within thirty days after notification of nonconformance is given by the commission to the person that delivered the record for filing or the person's representative, the record is brought into conformance.

§ 29-3208 Withdrawal of filed record before effectiveness

A. Except as otherwise provided in sections 29-2204, 29-2304, 29-2404, 29-2504 and 29-2604, a record delivered to the commission for filing may be withdrawn before it takes effect by delivering to the commission for filing a statement of withdrawal.

B. A statement of withdrawal must comply with all of the following:

Be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons.
Identify the record to be withdrawn.
If signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.

C. On filing by the commission of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.

§ 29-3209 Correcting filed record

A. A person on whose behalf a filed record was delivered to the commission for filing may correct the record if any of the following applies:

The record at the time of filing was inaccurate.
The record was defectively signed.
The electronic transmission of the record to the commission was defective.

B. To correct a filed record, a person on whose behalf the record was delivered to the commission must deliver to the commission for filing a statement of correction.

C. A statement of correction:

May not state a delayed effective date.
Must be signed by the person correcting the filed record.
Must specifically identify the filed record to be corrected or be accompanied by an attached copy of the filed record.
Must specify the inaccuracy or defect to be corrected.
Must correct the inaccuracy or defect.

D. A statement of correction is effective as of the effective date of the filed record that it corrects except for the purposes of section 29-3103, subsection D and as to persons that relied on the uncorrected filed record and that are adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.

§ 29-3210 Duty of commission to file; refusal to file; delivery of record by commission

A. The commission shall file a record that is delivered to the commission for filing and that satisfies this chapter. The duty of the commission under this section is ministerial.

B. When the commission files a record, the commission shall record the record as filed on the date and at the time of its delivery. After filing a record, the commission shall deliver to the person that submitted the record an acknowledgment of the date and time of filing.

C. If the commission refuses to file a record, the commission shall both:

Return the record or notify the person that submitted the record of the refusal.
Provide a brief explanation in a record of the reason for the refusal.

D. If the commission refuses to file a record, the person that submitted the record may petition a court of competent jurisdiction to compel filing of the record. The record and the explanation of the commission of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.

E. The filing of or refusal to file a record does not do either of the following:

Affect the validity or invalidity of the record in whole or in part.
Create a presumption that the information contained in the record is correct or incorrect.

F. Except as otherwise provided by section 29-3119 or by a law other than this chapter, the commission may deliver any record to a person by delivering the record in any of the following manners:

In person to the person that submitted the record.
To the address of the person's statutory agent.
To the principal address of the person.
To another address or e-mail address that the person provides to the commission for delivery.

§ 29-3211 Certificate of good standing or registration

A. On request of any person, and after payment of the requisite fee, the commission shall issue a certificate of good standing for a limited liability company or a certificate of registration for a registered foreign limited liability company or a registered foreign series if the facts under subsection B of this section are true as of the date of the certificate.

B. A certificate under subsection A of this section shall be issued if:

In the case of a limited liability company, all of the following apply:

(a) The articles of organization have been filed and have taken effect.

(b) A statement of administrative dissolution or articles of termination have not been filed.

(d) A proceeding is not pending under section 29-3708.

(e) All fees, taxes, interest and penalties owed to the commission by the limited liability company have been paid.

In the case of a registered foreign limited liability company or registered foreign series, all of the following apply:

(a) The foreign company or foreign series is registered to do business in this state.

(b) A notice of termination has not been sent under section 29-3910.

(c) All fees, taxes, interest and penalties owed to the commission by the foreign limited liability company or foreign series have been paid.

C. Subject to any qualification stated in the certificate, a certificate issued by the commission under subsection A of this section may be relied on as conclusive evidence of the facts stated in the certificate.

§ 29-3212 Interrogatories by the commission; information disclosed by interrogatories

A. The commission may propound to any limited liability company, registered foreign limited liability company, designating foreign company or registered foreign series and to any member or manager of the company or series interrogatories as may be reasonably necessary and proper to enable the commission to ascertain whether the company or series complied with all applicable provisions of this chapter. The interrogatories shall be answered within thirty days after the mailing of the interrogatories or within an additional time fixed by the commission, and the answers to the interrogatories shall be full and complete and shall be made in writing and under penalty of perjury. If the interrogatories are directed to an individual, they shall be answered by the individual, and if directed to a company or foreign series they shall be answered by a member, if the company or foreign series is a member-managed company or foreign series, or by a manager, if the company or foreign series is a manager-managed company or foreign series. The commission is not required to file any document to which the interrogatories relate until the interrogatories have been answered as provided in this section or if the answers to the interrogatories disclose that the document is not in conformity with this chapter. The commission shall certify to the attorney general, for such action as the attorney general deems appropriate, all interrogatories and answers to the interrogatories that disclose a violation of any of the provisions of this chapter.

B. Interrogatories propounded by the commission and the answers to the interrogatories are not open to public inspection and the commission may not disclose any facts or information obtained from the interrogatories and answers, except that such interrogatories, answers, facts or information may be made open to public inspection or disclosed if the commission's official duty requires the facts or information to be made public or if the interrogatories or the answers are required for evidence in any criminal proceeding or in any other action by this state.

§ 29-3213 Fees; filing services; definition

A. The commission shall collect and deposit, pursuant to sections 35-146 and 35-147, the following nonrefundable fees when the following documents are delivered to the commission:

The initial articles of organization, fifty dollars.
A foreign registration statement, one hundred fifty dollars.
An amendment to the articles of organization, twenty-five dollars.
Articles of termination, thirty-five dollars.
A certificate for any purpose not otherwise provided for, ten dollars.
A statement of merger, interest exchange, conversion, domestication or division if the entity responsible for filing the statement is a limited liability company, fifty dollars.
Written information on any limited liability company, ten dollars.
A copy of any document or instrument, five dollars plus fifty cents per page.
An application for the reservation of a name, a notice of the transfer of any name reservation, an application for the registration of a name or alternate name by a foreign limited liability company or a renewal application for the registration of a name or alternate name by a foreign company, ten dollars.
A statement of change, five dollars.
A statement of correction, twenty-five dollars.
An application for reinstatement, in addition to other fees and penalties due, one hundred dollars.

B. The commission shall provide for and establish an expedited service for the filing of all documents and services provided pursuant to this chapter as follows:

The expedited filing shall be a priority service to be completed as soon as possible after the documents are delivered to the commission.
In addition to any other fee required by this section or any other law, the commission shall charge a nonrefundable fee for expedited services. The fee shall be determined by a supermajority vote of the commissioners.

C. The commission may provide for and establish same-day and next-day services for the filing of any documents and services provided pursuant to this chapter as follows:

The commission shall suspend same-day or next-day service if the commission determines that it does not have the necessary resources to perform the service within the established time period.
In addition to any other fee required by this section or any other law, the commission may charge a nonrefundable fee for the same-day or next-day service, or both. The fee shall be determined by a supermajority vote of the commissioners.

D. The commission shall publicly post the current wait times for processing regular and expedited services.

E. All monies received pursuant to subsections B and C of this section shall be deposited, pursuant to sections 35-146 and 35-147, in the public access fund established by section 10-122.01.

F. The commission may allow any person to advance monies to the commission to pay fees required pursuant to this section for future filings and services. All monies received pursuant to this subsection shall be deposited, pursuant to sections 35-146 and 35-147, in the money on deposit account in the public access fund established by section 10-122.01.

G. For the purposes of this section, "supermajority" means an affirmative vote of at least four commissioners.

Article 3 Relations of Members and Managers to Persons Dealing with Limited Liability Company

§ 29-3301 Agency power of member and manager

A. In a member-managed limited liability company, both of the following apply:

Each member is an agent of the company for the purpose of conducting the company's activities and affairs in the ordinary course.
The act of each member done in the ordinary course of the company's activities and affairs binds the company unless the acting member has in fact no authority to act for the company in the particular matter and the person with whom the member is dealing has knowledge of the fact that the member has no such authority.

B. In a manager-managed limited liability company, all of the following apply:

A member is not an agent of the company solely by reason of being a member except to the extent that authority has been delegated to the member by the manager or managers or by the provisions of an operating agreement.
Each manager is an agent of the company for the purpose of conducting the company's activities and affairs in the ordinary course.
The act of each manager done in the ordinary course of the company's activities and affairs binds the company unless the acting manager has in fact no authority to act for the company in the particular matter and the person with whom the manager is dealing has knowledge of the fact that the manager has no such authority.

§ 29-3302 [Reserved]

§ 29-3303 [Reserved]

§ 29-3304 Liability of members and managers

A. A debt, obligation or other liability of a limited liability company is solely the debt, obligation or other liability of the company. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation or other liability of the company or for the acts or omissions of any other member, manager, agent or employee of the company, solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company.

B. The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager for a debt, obligation or other liability of the company.

Article 4 Relations of Members to Each Other and to Limited Liability Company

§ 29-3401 Becoming a member; transferable interest; ownership of interest in limited liability company

A. At the time of formation, a limited liability company must have at least one member. If a company is to have only one member on formation, the person becomes a member by agreeing to be a member and by being identified as the member in the articles of organization. The member and the organizer may be, but are not required to be, different persons. If the member and organizer are different persons, the organizer acts on behalf of the initial member.

B. If a limited liability company is to have more than one member on formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but is not required to be, one of the persons.

C. After formation of a limited liability company, a person becomes a member by any of the following:

As provided in the operating agreement.
As the result of a transaction effective under article 10 of this chapter.
By agreeing to become a member, with the affirmative vote or consent of all the members.
As provided in section 29-3701, subsection A, paragraph 3.

D. A person may become a member without either:

Acquiring a transferable interest.
Making or being obligated to make a contribution to the limited liability company.

E. A transferable interest may be held by two or more natural persons as joint tenants with right of survivorship or by a married couple as community property with right of survivorship. Except as otherwise provided in this section, an assignment or issuance of a transferable interest to two or more natural persons creates a tenancy in common, except an assignment or issuance to a married couple.

F. A joint tenancy with right of survivorship is created when a written operating agreement expressly declares that two or more natural persons hold a transferable interest as joint tenants with right of survivorship or in joint tenancy with right of survivorship. A joint tenancy with right of survivorship may also be created by a written assignment of a transferable interest to two or more natural persons, who may include one or more assignors, or by the articles of organization, if the written assignment or the articles have been signed by each joint tenant and contain the express written declaration that the joint tenants hold the assigned transferable interest as joint tenants with right of survivorship or in joint tenancy with right of survivorship.

G. An estate in community property with right of survivorship is created when a written operating agreement expressly declares that a married couple holds a transferable interest as community property with right of survivorship. An estate in community property with right of survivorship may also be created by a written assignment of a transferable interest to a married couple, who may include one or both assignor spouses, or by the articles of organization, if the written assignment or the articles have been signed by each spouse and contain the express written declaration that the married couple holds the assigned transferable interest as community property with right of survivorship.

H. All co-owners of a transferable interest held as joint tenants with right of survivorship, as community property or as community property with right of survivorship own an equal undivided interest in the transferable interest. Each co-owner of a transferable interest, whether the transferable interest is held as tenants in common, joint tenants with right of survivorship, community property or community property with right of survivorship, shall have only the rights of a transferee with respect to the interest, both during the lifetime and following the death of any other co-owner, unless and until the co-owner becomes a member in accordance with subsection C of this section.

I. If a transferable interest is held by two or more persons in joint tenancy with right of survivorship or by a married couple as community property with right of survivorship, after the death of a co-owner of the transferable interest all of the following apply:

The surviving co-owner or co-owners of the transferable interest shall succeed to the ownership of the decedent's interest in the transferable interest without further action by the limited liability company or the other members and shall have only the rights of a transferee with respect to the interest, unless and until the co-owner or co-owners are admitted as a member or members in accordance with subsection C of this section.
The decedent's interest in the hands of the surviving co-owner or co-owners shall continue to be subject to all obligations and liabilities to which that interest was subject immediately before the death under the terms of the operating agreement or other agreement among one or more members or third parties.
If there is more than one surviving co-owner of a transferable interest held in joint tenancy with right of survivorship, after the death of a co-owner the surviving co-owners shall continue to own the transferable interest in equal shares as joint tenants with right of survivorship.

J. The distribution, voting, approval and other management rights with respect to a transferable interest that is co-owned by two or more persons, whether the transferable interest is held as tenants in common, joint tenants with right of survivorship, community property or community property with right of survivorship, shall be the same as if the interest were held by only one person.

K. Each co-owner of a transferable interest who becomes a member may exercise all voting, approval and other management rights of a member, including the right to approve an amendment to the operating agreement, with respect to an interest held as tenancy in common, joint tenancy with right of survivorship, community property or community property with right of survivorship.

L. The limited liability company is entitled to rely in good faith on the act of a member that purports to be taken in the exercise of any voting, approval or other management right, including the right to approve an amendment to the operating agreement relating to a transferable interest that is co-owned by the member with one or more other persons, whether the transferable interest is held as tenants in common, joint tenants with right of survivorship, community property or community property with right of survivorship.

M. If a co-owner of a transferable interest held as joint tenants with right of survivorship or community property with right of survivorship transfers part or all of the co-owner's share of the transferable interest, the right of survivorship is extinguished and the co-owners of the transferable interest after the transfer hold their shares of the transferable interest as tenants in common. In the case of community property with right of survivorship, the right of survivorship is also extinguished as provided in section 14-2803 or 14-2804 or on the delivery to the limited liability company, at its principal address, of an affidavit entitled "affidavit terminating right of survivorship" that is executed by either spouse under oath stating the spouse's intent to terminate the right of survivorship and describing the affected transferable interest. The delivery of the affidavit does not extinguish the community property interest of either spouse.

N. A limited liability company is not required to give effect to any creation or extinguishment of a right of survivorship until the company has received written notice of the change in the form of ownership or of the creation or the extinguishment of a right of survivorship at its principal address.

O. With respect to a transferable interest owned in joint tenancy with right of survivorship, tenancy in common or community property with or without right of survivorship, if a charging order from a court of competent jurisdiction is obtained against a co-owner's share of the transferable interest, it shall attach only to that co-owner's share or portion of the transferable interest and not to the share or portion of the other co-owner or co-owners.

§ 29-3402 Form of contribution

A contribution may consist of property transferred to, services performed for or another benefit provided to the limited liability company or an agreement to transfer property to, perform services for or provide another benefit to the company.

§ 29-3403 Liability for contributions

A. A person's obligation to make a contribution to a limited liability company is not enforceable unless the obligation is set forth in a record signed by the person or as otherwise provided in section 29-3502, subsection H. A person's obligation to make a contribution to the company is not excused by the person's death, disability, termination or other inability to perform personally.

B. If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited liability company to contribute monies equal to the value of the part of the contribution that has not been made.

C. The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all the members. If a creditor of a limited liability company extends credit or otherwise acts in reliance on an obligation described in subsection A of this section without knowledge or notice of a compromise under this subsection, the creditor may enforce the obligation.

§ 29-3404 Sharing of and right to distributions before dissolution

A. Any distribution made by a limited liability company before its dissolution and winding up must be in equal shares among members and persons dissociated as members, except to the extent necessary to comply with a transfer effective under section 29-3502 or charging order in effect under section 29-3503.

B. A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution.

C. A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in section 29-3707, subsection D, a company may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.

D. If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. However, the company's obligation to make a distribution is subject to offset for any amount owed to the company by the member or a person dissociated as a member on whose account the distribution is made.

§ 29-3405 Limitations on distributions

A. A limited liability company may not make a distribution, including a distribution under section 29-3707, if after the distribution either of the following applies:

The company would not be able to pay its debts as the debts become due in the ordinary course of the company's activities and affairs.
The company's total assets would be less than the sum of its total liabilities.

B. A limited liability company may base a determination that a distribution is not prohibited under subsection A of this section on:

Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances.
A fair valuation or other method that is reasonable under the circumstances.

C. Except as otherwise provided in subsection E of this section, the effect of a distribution under subsection A of this section is measured:

In the case of a distribution that is a redemption or other purchase by a limited liability company of a transferable interest or that is a transfer to a member in return for the member's relinquishment of any right to participate as a member in the management or conduct of the company's activities and affairs or to have access to records or other information concerning the company's activities and affairs, as of the earlier of either of the following:

(a) The date that money or other property is transferred or debt is incurred by the limited liability company.

(b) The date that the person entitled to the distribution ceases to own the interest or right being acquired by the company in return for the distribution.

In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed.
In all other cases, as of the date of either of the following:

(a) The distribution is authorized, if the payment occurs not later than one hundred twenty days after that date.

(b) The payment is made, if the payment occurs more than one hundred twenty days after the distribution is authorized.

D. A limited liability company's indebtedness to a member or transferee incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.

E. A limited liability company's indebtedness, including indebtedness issued as a distribution, is not a liability for the purposes of subsection A of this section if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made.

F. In measuring the effect of a distribution under section 29-3707, the liabilities of a dissolved limited liability company do not include any claim that has been disposed of under section 29-3704, 29-3705 or 29-3706.

§ 29-3406 Liability for improper distributions

A. A person that receives a distribution that violates section 29-3405 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid to that person under section 29-3405.

B. An action under this section is barred unless commenced not later than three years after the distribution.

§ 29-3407 Management of limited liability company

A. Management of a limited liability company is reserved to its members unless the articles of organization provide that the company is managed by one or more managers.

B. In a member-managed limited liability company, the following apply:

Except as expressly provided in this chapter, the management and conduct of the company are vested in the members.
Within the ordinary course of the company's activities and affairs, each member has the right to manage and conduct the company's activities and affairs.
Except as otherwise provided in this chapter, a majority in interest of the members shall decide any of the following:

(a) Matters that are outside the ordinary course of the company's activities and affairs but within the company's purpose.

(b) Matters on which there exists a known difference among members.

(d) Whether to make an advance to a member or manager under section 29-3408, subsection C.

The affirmative vote or consent of all the members is required to do any of the following:

(a) Undertake, or authorize a member or other person to undertake, an act outside the scope of the company's purpose, as stated in the operating agreement, or that otherwise violates the operating agreement.

(b) Amend the operating agreement.

(c) Authorize an amendment to the articles of organization that changes the company from a member-managed limited liability company to a manager-managed limited liability company.

(d) Issue a transferable interest in the company to any person.

(e) Take any action requiring the approval of all members under this chapter.

C. In a manager-managed limited liability company, the following apply:

Except as expressly provided in this chapter, the right to manage the company is vested in the manager or managers.
Within the ordinary course of the company's activities and affairs, each manager has the right to manage and conduct the company's activities and affairs.
Except as otherwise provided in this chapter, a majority of the managers shall decide any of the following:

(a) Matters that are outside the ordinary course of the company's activities and affairs but within the company's purpose.

(b) Matters on which there exists a known difference among managers.

(d) Whether to make an advance to a member or manager under section 29-3408, subsection C.

The affirmative vote or consent of all members is required to do any of the following:

(a) Undertake, or authorize a manager, member or other person to undertake, an act outside the scope of the company's purpose, as stated in the operating agreement, or that otherwise violates the operating agreement.

(b) Amend the operating agreement.

(c) Authorize an amendment to the articles of organization that changes the company from a manager-managed limited liability company to member-managed limited liability company.

(d) Issue a transferable interest in the limited liability company to any person.

(e) Take any action requiring the approval of all members under this chapter.

A manager may be chosen at any time by the affirmative vote or consent of a majority in interest of the members and remains a manager until a successor has been chosen, unless the manager at an earlier time resigns, is removed or dies or, in the case of a manager that is not an individual, terminates. A manager may be removed at any time by the affirmative vote or consent of a majority in interest of the members without notice or cause.
A person is not required to be a member to be a manager, but the dissociation of a member that is also a manager removes the person as a manager. If a person that is both a manager and a member ceases to be a manager, that cessation does not by itself dissociate the person as a member.
A person's ceasing to be a manager does not discharge any debt, obligation or other liability to the limited liability company or members that the person incurred while a manager.

D. An action requiring the vote or consent of members or managers under this chapter may be taken without a meeting if the action is approved by the minimum number of members or managers required to approve the action. A member may appoint a proxy or other agent to vote, consent or otherwise act for the member by signing an appointing record, personally or by the member's agent.

E. The dissolution of a limited liability company does not affect the applicability of this section. However, a person that wrongfully causes dissolution of the company loses the right to participate in management as a member and a manager and that person may not be included in determining whether a majority in interest of the members or, in the case of a manager-managed limited liability company, a majority of the managers has voted for or consented to any matter or action.

F. A limited liability company shall reimburse a member for an advance to the company beyond the amount of capital the member agreed to contribute.

G. A member is not entitled to remuneration for services performed for a member-managed limited liability company except for reasonable compensation for services rendered in winding up the activities of the company.

§ 29-3408 Reimbursement; indemnification; advancement; insurance

A. A limited liability company shall reimburse a present or former member of a member-managed company or manager of a manager-managed company for any payment made by the member or manager in the course of the member's or manager's activities on behalf of the company if the member or manager complied with sections 29-3405, 29-3407 and 29-3409, in each case as modified by the operating agreement, in making the payment.

B. A limited liability company shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation or other liability incurred by the person by reason of the person's former or present capacity as a member or manager if the claim, demand, debt, obligation or other liability does not arise from the person's breach of the operating agreement or section 29-3405, 29-3407 or 29-3409, in each case as modified by the operating agreement.

C. A limited liability company may advance reasonable expenses, including attorney fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person's former or present capacity as a member or manager, but the person must repay the company if the person ultimately is determined not to be entitled to be indemnified under subsection B of this section.

D. A limited liability company may reimburse, indemnify and hold harmless a present or former member of a member-managed company or manager of a manager-managed company for any payment and with respect to any claim, demand, debt, obligation or other liability, except that the approval of all members, after disclosure of all material facts, is required to reimburse, indemnify or hold harmless a person with respect to any act, omission or transaction by the person that constitutes a violation of the operating agreement or section 29-3405, 29-3407 or 29-3409, in each case as modified by the operating agreement.

E. A limited liability company may purchase and maintain insurance on behalf of a member or manager against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if, under section 29-3105, subsection C, paragraph 6, the operating agreement could not eliminate or limit the person's liability to the company for the conduct giving rise to the liability.

§ 29-3409 Standards of conduct for members and managers

A. A member of a member-managed limited liability company owes to the company and the other members the duties of loyalty and care stated in subsections B and C of this section.

B. The fiduciary duty of loyalty of a member in a member-managed limited liability company includes the following duties:

To account to the company and hold as trustee for the company any property, profit or benefit derived by the member to which the member is not entitled:

(a) In the conduct or winding up of the company's activities and affairs.

(b) From a use by the member of the company's property.

To refrain from dealing with the company in the conduct or winding up of the company's activities and affairs as or on behalf of a person having an interest adverse to the company.
To refrain from competing with the company in the conduct of the company's activities and affairs before the dissolution of the company.
To disclose to each of the other members that are considering or voting on a decision or transaction regarding the company or one or more of the members' interests in the company both of the following:

(a) Any material conflict of interest on the part of the disclosing member with respect to the decision or transaction.

(b) If a material conflict of interest exists, all material facts relating to the decision or transaction that are within the disclosing member's knowledge and not known or reasonably available to the affected members.

C. The duty of care of a member of a member-managed limited liability company in the conduct or winding up of the company's activities and affairs is to refrain from engaging in grossly negligent or reckless conduct or wilful or intentional misconduct.

D. A member shall discharge the duties and obligations under this chapter or under the operating agreement and exercise any right consistently with the contractual obligation of good faith and fair dealing.

E. A member does not violate a duty or obligation under this chapter or under the operating agreement solely because the member's conduct furthers the member's own interest.

F. All the members of a member-managed limited liability company may authorize or ratify, after disclosure of all material facts, a specific act, omission or transaction or specific category of acts, omissions or transactions that otherwise would violate the duty of loyalty, as expanded, limited or eliminated in the operating agreement.

G. It is a defense to a claim under subsection B, paragraph 2 or 4 of this section and any comparable claim in equity or at common law that the transaction or decision was fair to the limited liability company.

H. If, as allowed by subsection F or Q of this section or the operating agreement, a member enters into a transaction with the limited liability company that otherwise would be prohibited by subsection B, paragraph 2 of this section, the member's rights and obligations arising from the transaction are the same as those of a person that is not a member.

I. A manager of a manager-managed limited liability company owes to the company and the members the duties of loyalty and care stated in subsections J and K of this section.

J. The fiduciary duty of loyalty of a manager in a manager-managed limited liability company includes the following duties:

To account to the company and hold as trustee for the company any property, profit or benefit derived by the manager to which the manager is not entitled:

(a) In the conduct or winding up of the company's activities and affairs.

(b) From a use by the manager of the company's property.

To refrain from dealing with the company in the conduct or winding up of the company's activities and affairs as or on behalf of a person having an interest adverse to the company.
To refrain from competing with the company in the conduct of the company's activities and affairs before the dissolution of the company.
To disclose to each of the other members and managers who are considering or voting on a decision or transaction regarding the company or one or more of the members' interests in the company both of the following:

(a) Any material conflict of interest on the part of the disclosing manager with respect to the decision or transaction.

(b) If a material conflict of interest exists, all material facts relating to the decision or transaction that are within the disclosing manager's knowledge and not known or reasonably available to the affected members or managers.

K. The duty of care of a manager of a manager-managed limited liability company in the conduct or winding up of the company's activities and affairs is to refrain from engaging in grossly negligent or reckless conduct or wilful or intentional misconduct.

L. A manager shall discharge the duties and obligations under this chapter or under the operating agreement and exercise any right consistently with the contractual obligation of good faith and fair dealing.

M. A manager does not violate a duty or obligation under this chapter or under the operating agreement solely because the manager's conduct furthers the manager's own interest.

N. All the members of a manager-managed limited liability company may authorize or ratify, after disclosure of all material facts, a specific act, omission or transaction or specific category of acts, omissions or transactions that otherwise would violate the duty of loyalty, as expanded, limited or eliminated in the operating agreement.

O. It is a defense to a claim under subsection J, paragraph 2 or 4 of this section and any comparable claim in equity or at common law that the transaction or decision was fair to the limited liability company.

P. If, as allowed by subsection N of this section or the operating agreement, a manager enters into a transaction with the limited liability company that would otherwise be prohibited by subsection J, paragraph 2 of this section, the manager's rights and obligations arising from the transaction are the same as those of a person that is not a manager.

Q. In a manager-managed limited liability company, a member does not have any fiduciary duty to the company or to any other member solely by reason of being a member. Whether and the extent to which a member of a manager-managed limited liability company owes fiduciary duties to the company or the other members depends on the extent to which the member controls or participates in the management or the affairs of the company and shall be determined in accordance with the policies of this Section and laws other than this chapter.

R. A conflict of interest is material if the conflict would reasonably be expected to affect a member's or manager's judgment regarding the decision or transaction under consideration.

§ 29-3410 Records to be kept; rights to information and records of member, manager and person dissociated as member

A. A limited liability company shall keep all of the following:

A current list of the full name and last known address of each member and manager.
A copy of the articles of organization and all amendments to the articles of organization.
A copy of all current and prior written operating agreements and amendments to all current and prior written operating agreements.
Any record of a member's obligation to make a capital contribution to the company.
A copy of the company's federal, state and local income tax returns and reports, if any, for the three most recent years.
A copy of the company's financial statements, if any, for the three most recent years.

B. During regular business hours and at a reasonable location specified by the limited liability company, a member or manager may inspect and copy the records described in subsection A of this section and any other company record regarding the activities, affairs, financial condition and other circumstances of the company as is just and reasonable if all of the following apply:

The member or manager seeks the records for a purpose reasonably related to the rights and duties of the member or manager under the operating agreement or this chapter.
The member or manager makes a demand in a record received by the company describing with reasonable particularity the records sought and the purpose for seeking the records.
The records sought are directly connected to the member's or manager's purpose.

C. Not later than ten days after receiving a demand pursuant to subsection B, paragraph 2 of this section, the limited liability company shall inform in a record the member or manager that made the demand of:

The records that the company will make available in response to the demand and when and where the company will make the records available. The time and location may not be unreasonable under the circumstances.
The reasons for declining if the company declines to provide any demanded records.

D. Whenever this chapter or the operating agreement provides for a member or manager to vote on or give or withhold consent to a matter, before the vote is cast or consent is given or withheld, the limited liability company, without demand, shall provide the member or manager with all information that is known to the company and all records in the company's possession that are material to the member's or manager's decision except to the extent the company reasonably believes that the member or manager already knows the information or is in possession of the records.

E. To the extent that some or all of a limited liability company's records are maintained by a member or manager, the member or manager shall make those records available to the company as necessary for the company to satisfy its obligations pursuant to this section.

F. Subject to subsection L of this section, on ten days' demand made in a record received by a limited liability company, a person dissociated as a member may have access to the records to which the person was entitled while a member if all of the following apply:

The records pertain to the period during which the person was a member.
The person seeks the records in good faith.
The person satisfies the requirements imposed on a member by subsection B of this section.

G. A limited liability company shall respond to a demand made pursuant to subsection F of this section in the manner provided in subsection C of this section.

H. A limited liability company may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material.

I. A member or person dissociated as a member may exercise the rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the operating agreement or under subsection K of this section applies both to the agent or legal representative and to the member or person dissociated as a member.

J. Subject to sections 29-3502 and 29-3504, the rights under this section do not extend to a person as transferee.

K. In addition to any restriction or condition stated in its operating agreement, a limited liability company may impose reasonable restrictions and conditions on access to and use of information to be furnished and records to be made available under this section, including designating information and records confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness.

L. If a dispute arises regarding a member's or manager's right under this section to obtain information or inspect or copy a record, or regarding whether any restriction imposed by the limited liability company on a member's or manager's right to obtain, inspect, copy or use any such information or record is unreasonable, the court may award the successful party reasonable expenses, including reasonable attorney fees and costs.

Article 5 Transferable Interests and Rights of Transferees and Creditors

§ 29-3501 Nature of transferable interest

A transferable interest is personal property.

§ 29-3502 Transfer of transferable interest

A. A transfer, in whole or in part, of a transferable interest:

Is permissible.
Does not by itself cause a person's dissociation as a member or a dissolution and winding up of the limited liability company's activities and affairs.
Subject to section 29-3504, does not entitle the transferee to either of the following:

(a) Participate in the management or conduct of the company's activities and affairs.

(b) Except as otherwise provided in subsections B and C of this section, have access to records or other information concerning the company's activities and affairs.

B. A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. Solely for a purpose that is reasonably related to the transferee's right to receive distributions, a transferee has the rights to information under section 29-3410, subsection B.

C. In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution.

D. A transferable interest may be evidenced by a certificate of the interest issued by a limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate. A company may not issue a certificate of the interest in bearer form.

E. A limited liability company is not required to give effect to a transferee's rights under this section until the company knows or has notice of the transfer.

F. A transfer of a transferable interest in violation of a restriction on transfer is ineffective if the intended transferee has knowledge or notice of the restriction at the time of the transfer or if the restriction is set forth in an operating agreement embodied in a signed record.

G. Except as otherwise provided in section 29-3602, paragraph 4, subdivision (b), if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member.

H. If a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations under sections 29-3403 and 29-3406 that are known to the transferee when the transferee becomes a member or that are set forth in an operating agreement embodied in a signed record.

§ 29-3503 Charging order

A. On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order requires the limited liability company to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor.

B. The member or transferee whose transferable interest is subject to a charging order under subsection A of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.

C. A limited liability company or one or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.

D. This chapter does not deprive any member or transferee of the benefit of any exemption law applicable to the transferable interest of the member or transferee.

E. This section provides the exclusive remedy by which a person seeking in the capacity of judgment creditor to enforce a judgment against a member or transferee may satisfy the judgment from the judgment debtor's transferable interest.

§ 29-3504 Power of legal representative of deceased member

If a member dies, the deceased member's legal representative may exercise both of the following:

The rights of a transferee provided in section 29-3502, subsection C.
For the purposes of settling the estate, the rights the deceased member had under section 29-3410.

Article 6 Dissociation

§ 29-3601 Power to dissociate as member; wrongful dissociation

A. A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under section 29-3602, paragraph 1.

B. A person's dissociation as a member is wrongful only if the dissociation either:

Is in breach of an express provision of the operating agreement.
Occurs before the completion of the winding up of the limited liability company and either:

(a) The person is expelled as a member by judicial order under section 29-3602, paragraph 5.

(b) The person is dissociated under section 29-3602, paragraph 7.

C. A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 29-3807, to the other members for damages caused by the dissociation. The liability is in addition to any debt, obligation or other liability of the member to the company or the other members. The company may offset its damages against any amount otherwise distributable to the person.

§ 29-3602 Events causing dissociation

A person is dissociated as a member if and when:

The limited liability company knows or has notice of the person's express will to withdraw as a member, but if the person has specified a withdrawal date later than the date the company knew or had notice, the person is dissociated as a member on that later date.
An event stated in the operating agreement as causing the person's dissociation occurs.
The person is expelled as a member pursuant to the operating agreement.
The person is expelled as a member by the affirmative vote or consent of all the other members if any of the following applies:

(a) It is unlawful to carry on the limited liability company's activities and affairs with the person as a member.

(b) There has been a transfer of all of the person's transferable interest in the company other than either:

(i) A transfer for security purposes.

(ii) A charging order in effect under section 29-3503.

(i) The company notifies the person that the person will be expelled as a member because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person's charter or the equivalent has been revoked or the person's right to conduct business has been suspended by the person's jurisdiction of formation.

(ii) Not later than ninety days after the notification described in item (i) of this subdivision, the statement of dissolution or the equivalent has not been withdrawn, rescinded or revoked, the person has not been reinstated or the person's charter or the equivalent or right to conduct business has not been reinstated.

(d) The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up.

On application by the limited liability company or a member in a direct action under section 29-3801, the person is expelled as a member by judicial order because the person does any of the following:

(a) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the company's activities and affairs.

(b) Has committed wilfully or persistently, or is committing wilfully or persistently, a material breach of the operating agreement or a duty or obligation under section 29-3409 as modified by the operating agreement.

(c) Has engaged or is engaging in conduct relating to the company's activities and affairs that makes it not reasonably practicable to carry on the activities and affairs with the person as a member.

In the case of an individual, any of the following:

(a) The individual dies.

(b) A guardian or general conservator for the individual is appointed.

(c) A court orders that the individual has otherwise become incapable of performing the individual's duties as a member under this chapter or the operating agreement.

(d) A court of competent jurisdiction enters an order or judgment adjudicating the individual incompetent to manage the individual's person or estate.

The person does any of the following:

(a) Becomes a debtor in bankruptcy.

(b) Signs an assignment for the benefit of creditors.

(c) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the person or of all or substantially all the person's property.

If the person is a testamentary or inter vivos trust or is acting as a member by virtue of being a trustee of such a trust, the trust's entire transferable interest in the limited liability company is distributed.
If the person is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire transferable interest in the limited liability company is distributed.
If the person is not an individual, the existence of the person terminates.
The limited liability company participates in a merger under article 10 of this chapter and either of the following applies:

(a) The company is not the surviving entity.

(b) Otherwise as a result of the merger, the person ceases to be a member.

The limited liability company participates in an interest exchange under article 10 of this chapter and, as a result of the interest exchange, the person ceases to be a member.
The limited liability company participates in a conversion under article 10 of this chapter.
The limited liability company participates in a domestication under article 10 of this chapter and, as a result of the domestication, the person ceases to be a member.
The limited liability company participates in a division under article 10 of this chapter and either of the following applies:

(a) The company is not the surviving entity.

(b) Otherwise as a result of the division, the person ceases to be a member.

The limited liability company dissolves and completes winding up.
The person's entire transferable interest is transferred and either of the following apply:

(a) At the effective time of the transfer, at least one transferee is a member or becomes a member.

(b) At any time after the effective time of the transfer, at least one transferee becomes a member and the transferring person has not otherwise acquired a transferable interest.

§ 29-3603 Effect of dissociation

A. If a person is dissociated as a member, all of the following apply:

The person's right to participate as a member in the management and conduct of the limited liability company's activities and affairs terminates.
The person's duties and obligations under section 29-3409 as a member end with regard to matters arising and events occurring after the person's dissociation.
Subject to section 29-3504 and article 10 of this chapter, any transferable interest owned by the person in the person's capacity as a member immediately before dissociation is owned by the person solely as a transferee.

B. A person's dissociation as a member does not of itself discharge the person from any debt, obligation or other liability to the limited liability company or the other members that the person incurred while a member.

Article 7 Dissolution and Winding Up

§ 29-3701 Events causing dissolution

A. A limited liability company is dissolved, and its activities and affairs must be wound up, on the occurrence of any of the following:

An event or circumstance that the operating agreement or articles of organization state causes dissolution.
The consent to dissolution is given in a record signed by the number of members specified in the operating agreement or, if none is specified, by a majority in interest of the members and by one or more members that on dissolution of the company and liquidation of its assets would be entitled to receive more than one-half of the value of all assets to be distributed to all members on liquidation.
The passage of one hundred eighty consecutive days during which the company has no members unless before the end of the period both of the following occur:

(a) Consent to admit at least one specified person as a member is given in a record signed by one or more transferees that on dissolution of the company and liquidation of its assets would be entitled to receive more than one-half of the value of all assets to be distributed to all transferees at the time the consent is to be effective.

(b) At least one person becomes a member in accordance with the consent.

On application by a member, the entry by a court of competent jurisdiction of an order dissolving the company on the grounds that any of the following apply:

(a) The conduct of all or substantially all of the company's activities and affairs is unlawful.

(b) It is not reasonably practicable to carry on the company's activities and affairs in conformity with the articles of organization and the operating agreement.

(c) The members or managers are deadlocked in the management of the company and irreparable injury to the company is threatened or being suffered or the activities and affairs of the company cannot be conducted to the advantage of the members because of the deadlock.

(d) The managers or those members in control of the company do any of the following:

(i) Have acted or are acting in a manner that is illegal or fraudulent with respect to the activities and affairs of the company, causing or threatening a material and adverse effect on the company or the applicant.

(ii) Have wilfully or persistently breached the operating agreement or the duty of loyalty under section 29-3409, as modified by the operating agreement, causing or threatening a material and adverse effect on the company or the applicant.

(iii) Have wasted, misapplied or diverted substantial assets of the company for purposes not related to the activities and affairs of the company, causing or threatening a material and adverse effect on the company.

The signing and filing of a statement of administrative dissolution by the commission under section 29-3708.

B. In a proceeding brought under subsection A, paragraph 4 of this section, the court may order a remedy other than dissolution.

§ 29-3702 Winding up

A. A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in section 29-3703, the company continues after dissolution only for the purpose of winding up.

B. In winding up its activities and affairs, a limited liability company:

Shall discharge the company's debts, obligations and other liabilities, settle and close the company's activities and affairs and marshal and distribute the assets of the company.
May do all of the following:

(a) Deliver to the commission for filing a notice of winding up stating the name of the company, that the company has commenced to wind up its activities and affairs and any other statements not prohibited by law.

(b) Preserve the company activities, affairs and property as a going concern for a reasonable time.

(d) Transfer the company's property.

(e) Settle disputes by mediation or arbitration.

(f) Perform other acts necessary or appropriate to the winding up.

C. If a dissolved limited liability company has no members, the last person to have been a member or the legal representative of the last person to have been a member may wind up the activities and affairs of the company as its liquidating agent. If the person does so, the person has the powers of a sole manager under section 29-3407, subsection C and is deemed to be a manager for the purposes of section 29-3304.

D. If the last person to have been a member or legal representative under subsection C of this section does not elect to become the liquidating agent within a reasonable time, another person may be appointed and replaced from time to time as the liquidating agent if the appointment is in a record signed by one or more transferees that on dissolution of the limited liability company and liquidation of its assets would be entitled to receive more than one-half of the value of all assets to be distributed to all transferees on liquidation at the time of the appointment. A liquidating agent pursuant to this subsection or subsection C of this section may be replaced at any time by any other person appointed in a record signed by one or more transferees that on dissolution of the company and liquidation of its assets would be entitled to receive more than one-half of the value of all assets to be distributed to all transferees on liquidation. A person appointed as the liquidating agent under this subsection has the powers of a sole manager under section 29-3407, subsection C and is deemed to be a manager for the purposes of section 29-3304.

E. A court of competent jurisdiction may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment or replacement of a person as the liquidating agent to wind up the company's activities and affairs:

On the application of a member, if the applicant establishes good cause.
If the company does not have any members, on the application of a transferee if any of the following applies:

(a) The applicant establishes good cause.

(b) The last person to have been a member or the legal representative of the last person to have been a member declines to become the liquidating agent or, having done so, fails to wind up the company's activities within a reasonable time.

(c) Within a reasonable time following the dissolution, a person has not been appointed as the liquidating agent pursuant to subsection D of this section.

In connection with a proceeding under section 29-3701, subsection A, paragraph 4.

F. Effective on a person's becoming a liquidating agent, each other person that is then a manager of the limited liability company shall cease to be a manager and the members, if any, shall cease to have management authority except as set forth in an order of judicial supervision.

G. Promptly after becoming a liquidating agent, the liquidating agent shall deliver to the commission for filing an amendment to the company's articles of organization stating all of the following:

That the company has no managers.
The name and the mailing address of each member or, if the company has no members, that the company has no members.
The name and mailing address of the person that has been appointed as the liquidating agent.
If applicable, the case number and the name of the court that entered an order of judicial supervision of winding up.
Any other statement not prohibited by law.

H. If all of the known property and assets of the limited liability company have been applied and distributed pursuant to this chapter, the articles of termination shall be filed with the commission stating both of the following:

The name of the company.
That all of the known property and assets of the company have been applied and distributed pursuant to this chapter.

I. After the authorized filing of the articles of termination, the limited liability company's existence continues but only for the purposes of suits, other proceedings and appropriate actions as provided in this chapter, dealing with and disposing of property that was overlooked during the winding up, defending and pursuing claims that were not paid or otherwise discharged before the filing and engaging in activities that are reasonably necessary or appropriate for such purposes. These actions shall be taken without affecting the liability of members and managers and without imposing liability on a liquidating agent. The managers or liquidating agent in office at the time of termination or, if none, the members, may convey or transfer the company's real or personal property discovered after termination and may take other action as necessary on behalf of and in the name of the company to complete the winding up of its activities and affairs and the liquidation and distribution of its assets.

§ 29-3703 Rescinding dissolution

A. A limited liability company may rescind its dissolution, unless the articles of termination applicable to the company have become effective, a court of competent jurisdiction has entered an order under section 29-3701, subsection A, paragraph 4 dissolving the company or the commission has dissolved the company under section 29-3708.

B. Rescinding dissolution under this section requires all of the following:

The affirmative vote or consent of each member or, if the company has no members, the consent of all transferees to the rescission and to the admission of one or more members.
If the limited liability company has delivered to the commission for filing a notice of winding up and the notice has not become effective, delivery to the commission for filing of a statement of withdrawal under section 29-3208 that is applicable to the notice of winding up.
If the limited liability company has delivered to the commission for filing a notice of winding up and the notice has become effective, delivery to the commission for filing of a statement of correction under section 29-3209 stating the name of the company and that dissolution and winding up have been rescinded under this section.

C. If a limited liability company rescinds its dissolution, all of the following apply:

The company resumes carrying on its activities and affairs as if dissolution had never occurred.
Subject to paragraph 3 of this subsection, any liability incurred by the company after the dissolution and before the rescission becomes effective is determined as if dissolution had never occurred.
The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.

§ 29-3704 Known claims against dissolved limited liability company

A. Except as otherwise provided in subsection D of this section, a dissolved limited liability company may give notice of a known claim under subsection B of this section and the notice has the effect provided in subsection C of this section.

B. A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice must comply with all of the following:

Specify the information required to be included in a claim.
State that a claim must be in writing and provide a mailing address to which the claim is to be sent.
State the deadline for receipt of a claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant.
State that the claim will be barred if not received by the deadline.

C. A claim against a dissolved limited liability company is barred if the requirements of subsection B of this section are met and either of the following occurs:

The claim is not received by the specified deadline.
The claim is timely received but rejected by the company and both of the following occur:

(a) The company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim not later than ninety days after the claimant receives the notice.

(b) The claimant does not commence the required action within ninety days after the claimant receives the notice.

D. This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that is contingent on the date of dissolution.

E. This section does not affect or prevent the enforcement of any mortgage, pledge or other lien on the limited liability company's property or, to the limits of the insurance protection only, any proceeding to establish liability of the company for which it is protected by liability insurance.

§ 29-3705 Other claims against dissolved limited liability company

A. A dissolved limited liability company that has filed a notice of winding up may require persons having claims against the company to present them in accordance with a notice to claimants in conformity with this section.

B. A notice under subsection A of this section must:

Be filed with the commission and published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability company's principal address is located or, if the principal address is not located in this state, in the county in which the office of the company's statutory agent is or was last located.
Describe the information required to be contained in a claim, state that the claim must be in writing and provide a mailing address to which the claim is to be sent.
State that a claim against the company is barred unless an action to enforce the claim is commenced not later than three years after publication of the notice or the date of filing the notice with the commission, whichever is later.

C. If a dissolved limited liability company files and publishes a notice in accordance with subsection B of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the company not later than three years after the publication of the notice or the date of filing the notice with the commission, whichever is later:

A claimant that did not receive notice in a record under section 29-3704.
A claimant whose claim was timely sent to the company but not acted on.
A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.

D. A claim not barred under this section or section 29-3704 may be enforced:

Against a dissolved limited liability company to the extent of its undistributed assets.
Except as otherwise provided in section 29-3706, if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the company's assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this subsection may not exceed the total amount of assets distributed to the person after dissolution.

§ 29-3706 Court proceedings

A. A dissolved limited liability company that has filed and published a notice under section 29-3705 may file an application with the superior court in the county where the company's principal address is located or, if the principal address is not located in this state, in the county where the office of its statutory agent is or was last located for a determination of the amount and form of security to be provided for the payment of claims that are reasonably expected to arise after the date of dissolution based on facts known to the company and that either:

At the time of application either:

(a) Are contingent.

(b) Have not been made known to the company.

Are based on an event occurring after the date of dissolution.

B. Security is not required for any claim that is or is reasonably anticipated to be barred under section 29-3705.

C. Not later than ten days after the filing of an application under subsection A of this section, the dissolved limited liability company shall give notice of the proceeding to each claimant holding a contingent claim known to the company.

D. In a proceeding under this section, the court may appoint a person to represent all claimants whose identities are unknown. The reasonable fees and expenses of the person, including all reasonable expert witness fees, must be paid by the dissolved limited liability company.

E. A dissolved limited liability company that provides security in the amount and form ordered by the court under subsection A of this section satisfies the company's obligations with respect to claims that are contingent, have not been made known to the company or are based on an event occurring after the date of dissolution and such claims may not be enforced against a member or transferee on account of assets received in liquidation.

§ 29-3707 Disposition of assets in winding up

A. In winding up its activities and affairs, a limited liability company shall apply its assets to discharge the company's obligations to creditors, including members that are creditors.

B. After a limited liability company complies with subsection A of this section, any surplus assets must be distributed in the following order, subject to any charging order in effect under section 29-3503:

To each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions.
Among persons owning transferable interests in proportion to their respective rights to share in distributions immediately before the dissolution of the company.

C. If a limited liability company does not have sufficient surplus assets to comply with subsection B, paragraph 1 of this section, any surplus must be distributed among the owners of transferable interests in proportion to the value of the respective unreturned contributions.

D. All distributions made under subsections B and C of this section must be paid in money.

§ 29-3708 Administrative dissolution

A. The commission may commence a proceeding under subsection B of this section to dissolve a limited liability company administratively if the company does not do any of the following:

Pay any fee or penalty required to be paid to the commission not later than sixty days after the fee or penalty is due.
Have a statutory agent in this state for at least sixty consecutive days.
Have a principal address for at least sixty consecutive days.
Notify the commission within sixty days after its statutory agent or principal address has changed or its statutory agent has resigned.
Amend its articles of organization or file a statement of change or a statement of correction as required by section 29-3202.
Respond to interrogatories as prescribed in section 29-3212.

B. If the commission determines that one or more grounds exist for administratively dissolving a limited liability company, the commission shall deliver to the company a notice in a record of the commission's determination by delivering the notice to the address of the company's statutory agent or, if the company does not have a statutory agent or the statutory agent's address is invalid, to the company's principal address.

C. If a limited liability company, not later than sixty days after delivery of the notice under subsection B of this section, does not cure or demonstrate to the satisfaction of the commission the nonexistence of each ground determined by the commission, the commission shall administratively dissolve the company by issuing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The commission shall file the statement and deliver a copy to the company by delivering the statement to the address of the company's statutory agent or, if the company does not have a statutory agent or the statutory agent's address is invalid, to the company's principal address.

D. A limited liability company that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under sections 29-3702, 29-3704, 29-3705, 29-3706 and 29-3707 or to apply for reinstatement under section 29-3709.

E. The administrative dissolution of a limited liability company does not terminate the authority of its statutory agent.

§ 29-3709 Reinstatement

A. A limited liability company that is administratively dissolved under section 29-3708 may apply to the commission for reinstatement not later than six years after the effective date of dissolution.

B. If the limited liability company has not applied for reinstatement within six months after the effective date of the administrative dissolution, the commission shall release the company's name for use in accordance with this chapter or by a person intending to register the name as a trademark pursuant to section 44-1460.

C. The application must state all of the following:

The name of the company at the time of its administrative dissolution.
The name and address of the company's statutory agent and, if different, the principal address of the company.
That the grounds for dissolution did not exist or have been cured.

D. If another person has adopted the name of the limited liability company as an entity or partnership name or as a trade name or trademark, the company shall deliver for filing, simultaneously with delivery of the application for reinstatement, articles of amendment that adopt a new name for the company.

E. To be reinstated, a limited liability company must pay all fees and penalties that were due to the commission at the time of the company's administrative dissolution and all fees and penalties that would have been due to the commission while the company was administratively dissolved.

F. If the commission determines that an application under subsection A of this section contains the required information, is satisfied that the information is correct, determines that subsection D of this section has been complied with, if applicable, and determines that all payments required to be made to the commission under subsection E of this section have been made, the commission shall do all of the following:

Cancel the statement of administrative dissolution and issue a statement of reinstatement that states the commission's determination and the effective date of reinstatement.
File the statement of reinstatement.
Deliver a copy of the statement of reinstatement to the limited liability company.

G. When reinstatement under this section has become effective, the following rules apply:

The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.
The limited liability company resumes carrying on its activities and affairs as if the administrative dissolution had not occurred.
The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.

§ 29-3710 Judicial review of denial of reinstatement

A. If the commission denies a limited liability company's application for reinstatement following administrative dissolution, the commission shall deliver to the company a notice in a record that explains the reasons for the denial to the address of the company's statutory agent or, if the company does not have a statutory agent or the statutory agent's address is invalid, to the company's principal address.

B. A limited liability company that has been administratively dissolved and that is denied reinstatement by the commission pursuant to this section may bring an action against the commission in superior court to review the commission's refusal to reinstate the company. The action by the company shall be brought within six months after the commission's refusal becomes final. The superior court shall hear and determine the action as a trial de novo. In any such action, the burden of proof shall be on the company.

Article 8 Actions by Members

§ 29-3801 Direct action by member

A member may maintain a direct action against another member, a manager or the limited liability company to enforce the member's rights and protect the member's interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship.

§ 29-3802 Derivative action

A member may maintain a derivative action to enforce a right of a limited liability company if either of the following applies:

The member first makes a demand on the other members in a member-managed limited liability company or the managers of a manager-managed limited liability company that requests that the members or managers cause the company to bring an action to enforce the right and ninety days have expired from the date the demand was made, except that the expiration of ninety days is not necessary if any of the following apply:

(a) The member has earlier been notified that the demand has been rejected by the company.

(b) The statute of limitations will expire within the ninety days.

A demand under paragraph 1 of this section would be futile.

§ 29-3803 Proper plaintiff

A person may maintain a derivative action to enforce a right of a limited liability company only if the person is a member at the time the action is commenced and either:

The person was a member when the conduct giving rise to the action occurred.
The person's status as a member devolved on the person by operation of law or pursuant to the terms of the operating agreement from another person that was a member at the time of the conduct.

§ 29-3804 Pleading

In a derivative action, the complaint must state with particularity either of the following:

The date and content of the plaintiff's demand and the response to the demand by the managers or other members.
Why the demand should be excused as futile.

§ 29-3805 Special litigation committee

A. If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay the derivative proceeding for the time reasonably necessary to permit the committee to make its investigation, make a determination under subsection D of this section and file with the court a statement of its determination and supporting report under subsection E of this section. This subsection does not prevent the court from either of the following:

Enforcing a person's right to information under section 29-3410.
Granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.

B. A special litigation committee must be composed of one or more disinterested and independent individuals who may be members.

C. A special litigation committee may be appointed:

In a member-managed limited liability company, by either of the following:

(a) The affirmative vote or consent of a majority in interest of the members that are not named as parties in the proceeding.

(b) If all members are named as parties in the proceeding, a majority in interest of the members that are named as defendants.

In a manager-managed limited liability company, by either of the following:

(a) A majority of the managers that are not named as parties in the proceeding.

(b) If all managers are named as parties in the proceeding, a majority of the managers that are named as defendants.

D. After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding:

Continue under the control of the plaintiff.
Continue under the control of the committee.
Be settled on terms approved by the committee.
Be dismissed.

E. After making a determination under subsection D of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of the derivative proceeding entered under subsection A of this section and allow the action to continue under the control of the plaintiff.

§ 29-3806 Proceeds and expenses; voluntary dismissal or settlement

A. Except as otherwise provided in subsection B or C of this section or section 29-3807, both of the following apply:

Any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited liability company and not to the plaintiff.
If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.

B. If a derivative action is successful, in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees and costs, from the recovery of the limited liability company.

C. If the court finds that the derivative action was brought without reasonable cause, the court may require the plaintiff to pay to the defendants the defendants' reasonable expenses, including reasonable attorney fees and costs, incurred in the defense of the action.

D. A derivative action on behalf of a limited liability company may not be voluntarily dismissed or settled without the court's approval.

§ 29-3807 Other remedies in direct and derivative actions

The court, in its discretion, at any stage in a direct or derivative proceeding, may:

Treat a direct action as a derivative action subject to, or exempt from, any provisions of this article the court chooses and order recovery to be paid to the limited liability company if the court finds that doing so is reasonably necessary to avoid any of the following:

(a) Unfairly exposing the company or the defendants to a multiplicity of actions.

(b) Materially adversely affecting the interests of the company's creditors.

Treat a derivative action as a direct action subject to, or exempt from, any provisions of this article the court chooses and order recovery to be paid to the plaintiff if the court finds that justice so requires.

Article 9 Foreign Limited Liability Companies

§ 29-3901 Governing law

A. Subject to subsection D of this section, the law of the jurisdiction of formation of a foreign limited liability company governs both of the following:

The internal affairs of the company.
The liability of a member as a member and a manager as a manager for a debt, obligation or other liability of the company.

B. A foreign limited liability company is not precluded from registering to do business in this state because of any difference between the law of its jurisdiction of formation and the law of this state.

C. Registration of a foreign limited liability company to do business in this state does not authorize the foreign company to engage in any activities and affairs or exercise any power that a limited liability company may not engage in or exercise in this state.

D. A foreign limited liability company, its members and managers and its foreign series, if any, have no greater rights and privileges than a domestic limited liability company and its members and managers with respect to transactions in this state and relationships with persons in this state that are not managers or members. A foreign series is liable for the debts, obligations or other liabilities of the designating foreign company and of any other foreign series of that designating foreign company, arising out of transactions in this state or relationships with persons in this state and a designating foreign company is liable for such debts, obligations or other liabilities of each foreign series of that designating foreign company.

§ 29-3902 Registration to do business in this state

A. A foreign limited liability company or a foreign series may not do business in this state until the foreign limited liability company or foreign series registers with the commission under this article.

B. A foreign limited liability company or a foreign series doing business in this state may not maintain an action or proceeding in this state unless the foreign limited liability company or foreign series is registered to do business in this state.

C. The failure of a foreign limited liability company or a foreign series to register to do business in this state does not impair the validity of a contract or act of the foreign company or foreign series or preclude it from defending an action or proceeding in this state.

D. A limitation on the liability of a member or manager of a foreign limited liability company or foreign series is not waived solely because the foreign company or foreign series does business in this state without registering to do business in this state.

E. Section 29-3901 applies even if a foreign limited liability company or foreign series fails to register under this article.

§ 29-3903 Foreign registration statement

A. To register to do business in this state, a foreign limited liability company must deliver a foreign registration statement to the commission for filing. The statement must state all of the following:

The name of the foreign company and, if the name does not comply with section 29-3112, an alternate name adopted pursuant to section 29-3906, subsection A.
That the foreign company is a foreign limited liability company.
The jurisdiction of formation of the foreign company.
The principal address of the foreign company and, if the law of the jurisdiction of formation requires the foreign company to maintain an office in that jurisdiction, the address of the office or, if no office is required to be maintained, the name and the street address of the statutory agent in the jurisdiction of formation.
The name and street address of the statutory agent in this state.
Either of the following:

(a) That management of the foreign company is vested in a manager or managers.

(b) That management of the foreign company is reserved to the members.

The name and address of either of the following:

(a) If management of the foreign company is vested in a manager or managers, each person that is a manager and each member that owns a twenty percent or greater interest in the capital or profits of the foreign company.

(b) If management of the foreign company is reserved to the members, each person that is a member of the foreign company.

B. To register to do business in this state, a foreign series must deliver a foreign registration statement to the commission for filing. The statement must state all of the following:

That the registrant is a foreign series.
All of the information required in subsection A of this section in connection with the foreign series.
All of the information required in subsection A, paragraphs 1, 2, 3, 6 and 7 of this section in connection with the designating foreign company of the foreign series.

C. An application for a foreign registration statement that a foreign limited liability company or foreign series submits to the commission under this section shall include a certified copy of its organizational documents on file in its jurisdiction of formation and proof that the foreign company or foreign series existed in the state or country in which it organized within sixty days before delivering the application for filing with the commission.

§ 29-3904 Amendment of foreign registration statement

A registered foreign limited liability company or registered foreign series shall deliver to the commission for filing an amendment to its foreign registration statement if there is a change in any of the information required under section 29-3903, except that the filing of an amendment under this section is not required for a change in the registered foreign limited liability company's or registered foreign series' statutory agent, its principal address, the address of one or more of its managers or members or the address of its statutory agent if the company or series has filed a statement of change under section 29-3116 showing the change.

§ 29-3905 Activities not constituting doing business

A. Activities of a foreign limited liability company or foreign series that do not constitute doing business in this state under this article include any of the following:

Maintaining, defending, mediating, arbitrating or settling an action or proceeding.
Carrying on any activity concerning its internal affairs, including holding meetings of its members or managers.
Maintaining accounts in financial institutions.
Maintaining offices or agencies for the transfer, exchange and registration of securities of the foreign company or foreign series or maintaining trustees or depositories with respect to those securities.
Selling through independent contractors.
Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts.
Creating or acquiring indebtedness, mortgages or security interests in property.
Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting or maintaining property.
Conducting an isolated transaction that is not in the course of similar transactions.
Owning, without more, property.
Doing business in interstate commerce.

B. A person does not do business in this state solely by being a member or manager of a foreign limited liability company or foreign series or by being a designating foreign company of a foreign series that does business in this state.

C. This section does not apply in determining the contacts or activities that may subject a foreign limited liability company or foreign series to service of process, taxation or regulation under the laws of this state other than this chapter.

§ 29-3906 Noncomplying name of foreign limited liability company

A. A foreign limited liability company or foreign series whose name does not comply with section 29-3112 may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with section 29-3112. After registering to do business in this state with an alternate name, a foreign company or foreign series shall do business in this state under any of the following:

The alternate name.
The foreign company's or foreign series' name, with the addition of its jurisdiction of formation.
A name the foreign company or foreign series is authorized to use under section 44-1460.

B. If a registered foreign limited liability company or foreign series changes its name to one that does not comply with section 29-3112, it may not do business in this state until it complies with subsection A of this section by amending its registration to adopt an alternate name that complies with section 29-3112.

§ 29-3907 [Reserved]

§ 29-3908 Withdrawal on dissolution

A. A registered foreign limited liability company or registered foreign series that has dissolved and completed winding up or otherwise has ceased to exist shall deliver a statement of withdrawal to the commission for filing. The statement must state all of the following:

The name of the foreign company or foreign series.
The jurisdiction of formation of the foreign company or foreign series.
That the foreign company or foreign series surrenders its registration to do business in this state.
That the foreign company or foreign series has dissolved and completed winding up or otherwise has ceased to exist.

B. After a withdrawal under this section has become effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability company was registered to do business in this state may be made pursuant to section 29-3119.

§ 29-3909 [Reserved]

§ 29-3910 Termination of registration

A. The commission may terminate the registration of a registered foreign limited liability company or registered foreign series in the manner provided in subsections B and C of this section if the commission receives a duly authenticated certificate from the secretary of state or other official having custody of the company records in the state or country under whose law the foreign company or foreign series is organized stating that the foreign company or foreign series has ceased to exist, or if the foreign company or foreign series does not do any of the following:

Pay, not later than sixty days after the due date, any fee or penalty required to be paid to the commission.
Have a statutory agent as required by section 29-3115.
Have a principal address for at least sixty consecutive days.
Notify the commission within sixty days after its statutory agent or principal address has changed or within sixty days after its statutory agent has resigned.
Amend its foreign registration statement as required by section 29-3904.
Respond to interrogatories as prescribed in section 29-3212.

B. The commission may terminate the registration of a registered foreign limited liability company or registered foreign series by both of the following:

Filing a notice of the termination or noting the termination in the records of the commission.
Delivering a copy of the notice or the information in the notation to the statutory agent of the foreign company or foreign series or, if the foreign company or foreign series does not have a statutory agent, to the principal address of the foreign company or foreign series.

C. The notice must state or the information in the notation must include both of the following:

The effective date of the termination, which must be at least sixty days after the date the commission delivers the copy of the notice or the information in the notation.
The grounds for termination under subsection A of this section.

D. The authority of a registered foreign limited liability company or registered foreign series to do business in this state ceases on the effective date of the notice of the termination or notation under subsection B of this section, unless before that date the foreign company or foreign series cures each ground for termination stated in the notice or notation. If the foreign company or foreign series cures each ground, the commission shall file a record stating that the foreign company or foreign series cured each ground.

§ 29-3911 Withdrawal of registration

A. A registered foreign limited liability company or registered foreign series may withdraw its registration by delivering a statement of withdrawal to the commission for filing. The statement of withdrawal must state all of the following:

The name of the foreign company or foreign series, the name of the designating foreign company of the foreign series and the jurisdiction of formation of the foreign company or designating foreign company.
That the foreign company or foreign series is not doing business in this state and that it withdraws its registration to do business in this state.
That the foreign company or foreign series revokes the authority of its statutory agent to accept service on its behalf in this state.
An address to which service of process may be made under subsection B of this section.

B. After the withdrawal of the registration of a foreign limited liability company or foreign series, service of process in any action or proceeding based on a cause of action arising during the time the foreign company or foreign series was registered to do business in this state may be made pursuant to section 29-3119.

§ 29-3912 Action by attorney general

The attorney general may maintain an action to enjoin a foreign limited liability company or foreign series from doing business in this state in violation of this article.

Article 10 Merger, Interest Exchange, Conversion, Domestication and Division

§ 29-4001 Definitions

A. In this article, unless the context otherwise requires:

"Plan" means a plan of merger, interest exchange, conversion, domestication or division, as applicable.
"Transaction" means a merger, an interest exchange, a conversion, a domestication or a division, as applicable.

B. Except for terms defined in section 29-3102 or unless the context otherwise requires, terms used in this article have the same meanings prescribed in chapter 6 of this title.

§ 29-4002 Appraisal rights

An interest holder of a domestic limited liability company that is a merging, converting, domesticating or dividing entity or the acquired entity in an interest exchange is entitled to contractual appraisal rights in connection with a transaction under this article to the extent provided in the operating agreement or the plan.

§ 29-4003 Entity restructuring transactions

A. If a plan is approved as provided by section 29-4004, a domestic limited liability company may be a party to or otherwise undertake a transaction by adopting a plan and otherwise complying with this article and:

Chapter 6, article 2 of this title for a merger.
Chapter 6, article 3 of this title for an interest exchange.
Chapter 6, article 4 of this title for a conversion.
Chapter 6, article 5 of this title for a domestication.
Chapter 6, article 6 of this title for a division.

C. This section does not limit the power of a limited liability company to acquire all or part of the interests of another entity through a voluntary exchange or otherwise.

§ 29-4004 Action on plan

If a domestic limited liability company is a merging, converting, domesticating or dividing entity or the acquired entity in an interest exchange, a plan must be approved by all the members of the company entitled to vote on or consent to any matter.

§ 29-4005 Statement of merger or other transaction as articles of termination; publication or posting

A. A statement of merger, conversion, domestication or division shall serve as the articles of termination for a domestic limited liability company that is not the surviving or resulting business entity in a transaction.

B. If a statement of merger includes amendments to the articles of organization of a domestic limited liability company, the document shall be published as provided in section 29-3202, subsection H, paragraph 1 or the commission shall input the information into the database as prescribed by section 29-3202, subsection H, paragraph 2. The document required to be filed and published or posted shall be styled "statement of merger".

Article 11 Professional Limited Liability Companies

§ 29-4101 Definitions

In this article, unless the context otherwise requires:

"License" means a license, a certificate of registration or any other evidence of the satisfaction of the requirements of a licensing authority for the practice of a professional service.
"Licensed person" means a person who is duly licensed by at least one licensing authority to provide at least one of the categories of professional services rendered by the professional limited liability company.
"Licensing authority" means the officer, board, agency, court or other authority empowered by law to license or otherwise authorize the rendition of a professional service.
"Professional limited liability company" means a limited liability company organized under this chapter for purposes that include rendering one or more categories of professional services.
"Professional service" means a service that may be lawfully rendered only by a licensed person or person otherwise authorized by a licensing authority to render the service.

§ 29-4102 Professional limited liability company formation

A. One or more persons may form a professional limited liability company by filing articles of organization with the commission that, in addition to the information required under section 29-3201, specify both of the following:

That the company is a professional limited liability company.
The professional service or services that the professional limited liability company is organized to provide.

B. A limited liability company organized under a law of this state other than this article may elect professional limited liability company status by amending its articles of organization pursuant to section 29-3202 to comply with subsection A of this section and with section 29-4106.

§ 29-4103 Exclusions from article

A. This article does not alter the right of licensed persons to perform professional services in any other business form allowed by law.

B. This article does not prohibit a professional limited liability company from employing persons who are not licensed to perform professional services that are rendered by the company if all of the following apply:

The unlicensed persons work at the direction or under the supervision of licensed persons.
The unlicensed persons do not hold themselves out to the public generally as being authorized to perform the professional services rendered by the company.
The unlicensed persons are not prohibited by the licensing authority regulating any of the professional services rendered by the professional limited liability company from being so employed.

§ 29-4104 Application of general limited liability company law

Professional limited liability companies shall be governed by the laws applicable to other limited liability companies except insofar as the laws are limited or enlarged by or contrary to this article, in any of which events this article shall be controlling.

§ 29-4105 Special restrictions

A. A professional limited liability company may render a category of professional services in this state only through its members, managers, officers, agents and employees who are themselves licensed persons qualified in this state to perform that category of professional services. This article does not limit or restrict the operation of any limited liability company or its members, including any licensed person, to the extent the company is otherwise authorized under applicable law administered by the licensing authority to render professional services through a limited liability company that is not subject to this article.

B. A professional limited liability company may issue a transferable interest or admit as a member any person unless the company is prohibited from doing so by the licensing authority.

C. A transferable interest in a professional limited liability company may be transferred to any person unless the transfer is prohibited by the licensing authority. A member that transfers a transferable interest in violation of this subsection shall be deemed to have dissociated as a member under section 29-3602.

§ 29-4106 Name

The name of a professional limited liability company authorized to transact business in this state shall satisfy the requirements of section 29-3112, except that the name shall contain the words "professional limited liability company" or the abbreviation "P.L.L.C.", "P.L.C.", "PLLC" or "PLC" in uppercase or lowercase letters.

§ 29-4107 Professional relations and responsibility

This article does not alter any law applicable to the relationship between a person performing professional services and a person receiving those services, including liability arising out of those professional services.

§ 29-4108 Disciplinary powers of regulating licensing authorities

A. A professional limited liability company may not perform any act that is prohibited to be performed by individuals licensed to perform professional services that are rendered by the company.

B. Each member, manager, officer, agent and employee of a professional limited liability company who is a licensed person in the jurisdiction in which the person performs professional services is subject to the rules and regulations adopted by and the disciplinary powers of the licensing authority or licensing authorities regulating the professional services rendered by the company in the jurisdiction in which the person performs professional services.

Article 12 Miscellaneous Provisions

§ 29-4201 Uniformity of application and construction

In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the uniform act.

§ 29-4202 Relation to electronic signatures in global and national commerce act

This chapter modifies, limits and supersedes the electronic signatures in global and national commerce act, 15 United States Code sections 7001 through 7031, but does not modify, limit or supersede section 101(c) of that act, 15 United States Code section 7001(c), or authorize electronic delivery of any of the notices described in section 103(b) of that act, 15 United States Code section 7003(b).