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

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Case law: The law as laid down in cases that have been decided in the decisions of the courts.
  • Clerk of court: An officer appointed by the court to work with the chief judge in overseeing the court's administration, especially to assist in managing the flow of cases through the court and to maintain court records.
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • Conviction: A judgement of guilt against a criminal defendant.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Decedent: A deceased person.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Fiduciary: A trustee, executor, or administrator.
  • following: when used by way of reference to a chapter or other part of a statute means the next preceding or next following chapter or other part. See North Dakota Code 1-01-49
  • Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
  • Fraud: Intentional deception resulting in injury to another.
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Individual: means a human being. See North Dakota Code 1-01-49
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
  • Interrogatories: Written questions asked by one party of an opposing party, who must answer them in writing under oath; a discovery device in a lawsuit.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Organization: includes a foreign or domestic association, business trust, corporation, enterprise, estate, joint venture, limited liability company, limited liability partnership, limited partnership, partnership, trust, or any legal or commercial entity. See North Dakota Code 1-01-49
  • paper: means any flexible material upon which it is usual to write. See North Dakota Code 1-01-27
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Partnership: includes a limited liability partnership registered under chapter 45-22. See North Dakota Code 1-01-49
  • Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
  • Personal property: All property that is not real property.
  • Personal property: includes money, goods, chattels, things in action, and evidences of debt. See North Dakota Code 1-01-49
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
  • Process: means a writ or summons issued in the course of judicial proceedings. See North Dakota Code 1-01-49
  • Property: includes property, real and personal. See North Dakota Code 1-01-49
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • Quorum: The number of legislators that must be present to do business.
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Rule: includes regulation. See North Dakota Code 1-01-49
  • seal: includes an impression of such seal upon the paper alone as well as upon wax or a wafer affixed thereto. See North Dakota Code 1-01-38
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See North Dakota Code 1-01-49
  • Statute: A law passed by a legislature.
  • Summons: Another word for subpoena used by the criminal justice system.
  • Temporary restraining order: Prohibits a person from an action that is likely to cause irreparable harm. This differs from an injunction in that it may be granted immediately, without notice to the opposing party, and without a hearing. It is intended to last only until a hearing can be held.
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • Trustee: A person or institution holding and administering property in trust.
  • United States: includes the District of Columbia and the territories. See North Dakota Code 1-01-49
  • Verified: means sworn to before an officer authorized to administer oaths. See North Dakota Code 1-01-42
  • written: include "typewriting" and "typewritten" and "printing" and "printed" except in the case of signatures and when the words are used by way of contrast to typewriting and printing. See North Dakota Code 1-01-37
  • year: means twelve consecutive months. See North Dakota Code 1-01-33