Chapter

428 Uniform Limited Liability Company Act

429 Uniform Unincorporated Nonprofit Association Act

Part I. General Provisions

Section

428-101 Definitions

428-102 Knowledge and notice

428-103 Effect of operating agreement; nonwaivable

provisions

428-104 Supplemental principles of law

428-105 Name

428-105.5 Administrative order of abatement for infringement of

limited liability company name

428-106 Reserved name

428-107 Registered office and agent

428-108 Change of registered office or registered agent

428-109 Resignation of registered agent

428-110 Service of process

428-111 Nature of business and powers

Part II. Organization

428-201 Limited liability company as legal entity

428-202 Organization

428-203 Articles of organization

428-204 Articles of amendment

428-204.5 Amended and restated articles of organization

428-204.6 Restated articles of organization

428-205 Signing of records

428-206 Filing in office of director; effective time and date

428-207 Correcting filed record

428-208 Liability for false statement in filed record

428-209 Filing by judicial act

428-210 Annual report

Part III. Relations of Members and Managers to

Persons Dealing with the Limited Liability

Company

428-301 Agency of members and managers

428-302 Limited liability company liable for member's or

manager's actionable conduct

428-303 Liability of members and managers

Part IV. Relations of Members to One Another and to

the Limited Liability Company

428-401 Form of contribution

428-402 Member's liability for contributions

428-403 Member's and manager's rights to payments and

reimbursement

428-404 Management of the limited liability company

428-405 Sharing of and right to distributions

428-406 Limitations on distributions

428-407 Liability for unlawful distributions

428-408 Member's right to information

428-409 General standards of member's and manager's conduct

428-410 Actions by members

428-411 Continuation of limited liability company after

expiration of specified term

Part V. Transferees and Creditors of Members

428-501 Member's distributional interest

428-502 Transfer of distributional interest

428-503 Rights of a transferee

428-504 Rights of creditors

Part VI. Member's Dissociation

428-601 Events causing a member's dissociation

428-602 Member's power to dissociate; wrongful dissociation

428-603 Effect of a member's dissociation

Part VII. Member's Dissociation When Business Not

Wound Up

428-701 Company purchase of distributional interest

428-702 Court action to determine fair value of

distributional interest

428-703 Dissociated member's power to bind the limited

liability company

428-704 Statement of dissociation

Part VIII. Winding Up the Company's Business

428-801 Events causing dissolution and winding up of

company's business

428-802 Limited liability company continues after

dissolution

428-803 Right to wind up the limited liability company's

business

428-804 Member's or manager's power and liability as agent

after dissolution

428-805 Articles of termination

428-806 Distribution of assets in winding up the limited

liability company's business

428-807 Known claims against dissolved limited liability

company

428-808 Notice; other claims against dissolved limited

liability company

428-809 Grounds for administrative termination

428-810 Procedure for and effect of administrative

termination

428-811 Reinstatement following administrative termination

428-812 Appeal from denial of reinstatement

Part IX. Conversions and Mergers

428-901 Definitions

428-901.5 Foreign mergers

428-902 Repealed

428-902.5 Conversion into and from limited liability companies

428-902.6 Articles of conversion

428-903 Effect of conversion

428-904 Merger

428-905 Articles of merger

428-906 Effect of merger

428-907 Dissenters' rights

428-908 Repealed

Part X. Foreign Limited Liability Companies

428-1001 Law governing foreign limited liability companies

428-1002 Application for certificate of authority

428-1003 Activities not constituting transacting business

428-1004 Issuance of certificate of authority

428-1005 Name of foreign limited liability company

428-1005.5 Change of name by foreign limited liability

company

428-1006 Revocation of certificate of authority

428-1007 Cancellation of authority

428-1008 Effect of failure to obtain certificate of authority

428-1009 Action by attorney general

428-1010 Repealed

Part XI. Derivative Actions

428-1101 Right of action

428-1102 Proper plaintiff

428-1103 Pleading

428-1104 Expenses

Part XII. Miscellaneous Provisions

428-1201 Uniformity of application and construction

428-1202 Repealed

428-1203 Certificates and certified copies to be received in

evidence

428-1204 Interrogatories by director

Part XIII. Fees, Charges, and Penalties

428-1301 Fees

428-1302 Penalties