Article 1. General Provisions.

§ 10-12-1. Short title.

§ 10-12-2. (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Definitions.

§ 10-12-3. Purpose.

§ 10-12-4. (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Powers.

§ 10-12-5. (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Limited liability company name.

§ 10-12-6. Nature of interest of member in limited liability company.

§ 10-12-7. Unauthorized assumption of powers.

§ 10-12-8. (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Application of partnership provisions to limited liability companies; classification for federal income tax purposes.

Article 2. Formation of Limited Liability Companies.

§ 10-12-9. (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Formation.

§ 10-12-10. (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Articles of organization.

§ 10-12-11. Amendment of articles of organization.

§ 10-12-12. Filing.

§ 10-12-13. (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Execution.

§ 10-12-14. Existence of limited liability company.

§ 10-12-15. Registered office and registered agent to be maintained.

§ 10-12-16. (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Records to be kept; right of inspection.

§ 10-12-17. Service of process.

§ 10-12-18. Parties to actions.

Article 3. Relationship of Members and Managers to Third Parties.

§ 10-12-19. Business transactions of a member with the limited liability company.

§ 10-12-20. Liability of members to third parties.

§ 10-12-21. (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Agency power of members and managers; duties.

Article 4. Relationship Among Members.

§ 10-12-22. (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Management of the limited liability company; creation of classes; voting; rights; meetings.

§ 10-12-23. Limited liability company property.

§ 10-12-24. (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Operating agreements.

§ 10-12-25. Derivative actions.

Article 5. Contributions and Distributions.

§ 10-12-26. Contributions.

§ 10-12-27. Liability for contributions.

§ 10-12-28. Sharing of profits and losses.

§ 10-12-29. (Applicable to limited liability companies organized after January 1, 1998, Limited Liability Companies Not Electing To Come Under the Pre-1997 Changes, and to all limited liability companies after December 31, 2000.) Interim distributions of property; impairment of capital.

§ 10-12-30. (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Purchase of dissociated member's interest.

Article 6. Transfer of Membership Interests.

§ 10-12-31. Admission of additional members.

§ 10-12-32. Transferability of member's interest.

§ 10-12-33. Right of assignee to become member.

§ 10-12-34. (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Power of estate of deceased or incompetent member.

§ 10-12-35. (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Member's financial rights subject to charging order.

§ 10-12-36. (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Cessation of membership.

Article 7. Dissolution.

§ 10-12-37. (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Dissolution.

§ 10-12-38. Judicial dissolution.

§ 10-12-39. Winding up.

§ 10-12-40. Survival of remedy after dissolution.

§ 10-12-41. Distribution of assets upon dissolution.

§ 10-12-42. Articles of dissolution.

§ 10-12-43. Known claims against dissolved limited liability company.

§ 10-12-44. Unknown claims against dissolved limited liability company.

Article 8. Professional Services.

§ 10-12-45. (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Special rules for limited liability companies performing professional services.

Article 9. Foreign Limited Liability Companies.

§ 10-12-46. Foreign limited liability companies.

§ 10-12-47. Registration.

§ 10-12-48. Issuance of registration.

§ 10-12-49. Name.

§ 10-12-50. Changes and amendments.

§ 10-12-51. Cancellation of registration.

§ 10-12-52. Transacting business without registration.

§ 10-12-53. Action by Attorney General.

Article 10. Merger and Consolidation.

§ 10-12-54. Merger and consolidation.

§ 10-12-55. (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Requirements for articles of merger; effective date.

§ 10-12-56. Vesting of certain rights, privileges, powers, property, liabilities and duties.

§ 10-12-57. Recording of articles of merger; effect when Secretary of State files articles; copy of certified articles conclusive evidence of matters.

§ 10-12-58. Applicability of Article 5 of Chapter 2A of Title 10.

Article 11. Fees.

§ 10-12-59. Fees, charges, and penalties to be collected by judge of probate and Secretary of State.

§ 10-12-60. Fees for filing documents and issuing certificates; Secretary of State Limited Liability Companies Fund created; deposits and expenditures; deposits to State General Fund.

§ 10-12-61. Miscellaneous charges.