ARTICLE I. GENERAL PROVISIONS
Name of limited liability company.
Effect of limited liability company agreement—Nonwaivable provisions.
Service of process, notice, or demand.
Purpose and powers.
Law of this state governs.
Business transactions of member or manager with the limited liability company.
General standards—Limitation of liability.
Professional limited liability companies.
Professional limited liability company—Licensing.
Foreign professional limited liability company.
Piercing the veil.
ARTICLE II. FORMATION: CERTIFICATE OF FORMATION, AMENDMENT, FILING, AND EXECUTION
Formation—Certificate of formation.
Amendment to certificate of formation.
Execution or amendment by judicial order.
Duty of secretary of state to file—Review of refusal to file.
Initial and annual reports.
Admission of members.
Voting and classes of membership.
Liability of members and managers to third parties.
Records and information.
Remedies for breach of limited liability company agreement by member.
ARTICLE IV. MANAGEMENT AND MANAGERS
Member-managed limited liability companies.
Manager-managed limited liability companies.
Delegation of rights and powers to manage.
Manager—Member's rights and duties.
Voting and classes of managers.
Remedies for breach of limited liability company agreement by manager.
Resignation of manager.
Loss of sole remaining manager.
Form of contribution.
Liability for contribution.
ARTICLE VI. DISTRIBUTIONS
Allocation of distributions.
Distribution following dissociation.
Right to distribution.
Limitations on distribution.
Liability for improper distributions.
ARTICLE VII. ASSIGNMENT OF
LIMITED LIABILITY COMPANY INTERESTS
Nature of limited liability company interest—Certificate of interest.
Transfer of transferable interest.
Rights of judgment creditor.
ARTICLE VIII. DISSOLUTION
Administrative dissolution—Commencement of proceeding.
Voluntary dissolution—Revocation of dissolution—When effective—Effect.
Disposition of known claims—Definition.
Distribution of assets.
Remedies available after distribution.
ARTICLE IX. FOREIGN LIMITED LIABILITY COMPANIES
Amendments to application.
Withdrawal of registration.
Doing business without registration.
Enjoinder from doing business in this state.
Activities not constituting transacting business.
Service of process on registered foreign limited liability companies.
Service of process on unregistered foreign limited liability companies.
Termination of registration.
ARTICLE X. DERIVATIVE ACTIONS
Right to bring action.
ARTICLE XI. MERGERS AND CONVERSIONS
Articles of merger—Filing—Effective date.
Effect of merger.
Action on plan of conversion by converting limited liability company.
Filing required for conversion—Effective date.
Effect of conversion.
Restrictions on approval of conversions.
ARTICLE XII. DISSENTERS' RIGHTS
Member—Dissent—Payment of fair value.
Members' interests—Transfer restriction.
Payment of fair value—Requirements for compliance.
Merger—Not effective within sixty days—Transfer restrictions.
Dissenter's estimate of fair value—Notice.
Unsettled demand for payment—Proceeding—Parties—Appraisers.
Unsettled demand for payment—Costs—Fees and expenses of counsel.
ARTICLE XIII. MISCELLANEOUS
Construction and application of chapter and limited liability company agreement.
Applicable fees, charges, and penalties.
Authority to adopt rules.
Effective date—2015 c 188.