• Article 1 General Provisions.
    • Section 10A-5A-1.01 Short title.
    • Section 10A-5A-1.02 Definitions.
    • Section 10A-5A-1.03 Knowledge; notice.
    • Section 10A-5A-1.04 Powers and privileges.
    • Section 10A-5A-1.05 Governing law.
    • Section 10A-5A-1.06 Rules of construction.
    • Section 10A-5A-1.07 Application of partnership provisions to limited liability companies; classification for federal income tax purposes.
    • Section 10A-5A-1.08 Limited liability company agreement - Scope; function; and limitations.
    • Section 10A-5A-1.09 Limited liability company agreement - Effect on limited liability company and persons admitted as members.
    • Section 10A-5A-1.10 Limited liability company agreement - Effect on third parties and relationship to writings effective on behalf of limited liability company.
  • Article 2 Formation.
    • Section 10A-5A-2.01 Formation.
    • Section 10A-5A-2.02 Amendment or restatement of certificate of formation.
    • Section 10A-5A-2.03 Effect of filing amendment or restatement of certificate of formation.
    • Section 10A-5A-2.04 Execution of documents - Signing requirements.
    • Section 10A-5A-2.05 Execution of documents - Unsigned documents.
    • Section 10A-5A-2.06 Certificate of existence or qualification.
  • Article 3 Relations of Members to Persons Dealing with Limited Liability Company.
    • Section 10A-5A-3.01 Liability of members to third parties.
    • Section 10A-5A-3.02 Power to bind limited liability company.
  • Article 4 Relations of Members to Each Other and to the Limited Liability Company.
    • Section 10A-5A-4.01 Admission of members.
    • Section 10A-5A-4.02 Limited liability company property.
    • Section 10A-5A-4.03 Contribution.
    • Section 10A-5A-4.04 Liability for contribution.
    • Section 10A-5A-4.05 Sharing of and right to distributions before dissolution.
    • Section 10A-5A-4.06 Limitation on distributions and liability for improper distributions.
    • Section 10A-5A-4.07 Direction and oversight of the limited liability company.
    • Section 10A-5A-4.08 Duties of persons with direction and oversight.
    • Section 10A-5A-4.09 Records to be kept; right of members and dissociated members to information.
    • Section 10A-5A-4.10 Indemnification, advancement, reimbursement, and insurance.
    • Section 10A-5A-4.11 Reliance on reports and information.
  • Article 5 Transferable Interests and Rights of Transferees and Creditors.
    • Section 10A-5A-5.01 Member's transferable interest.
    • Section 10A-5A-5.02 Transfer of transferable interest.
    • Section 10A-5A-5.03 Charging order.
    • Section 10A-5A-5.04 Power of personal representative of deceased member.
  • Article 6 Member's Dissociation.
    • Section 10A-5A-6.01 Member's power to dissociate; wrongful dissociation.
    • Section 10A-5A-6.02 Event causing dissociation.
    • Section 10A-5A-6.03 Effect of person's dissociation as a member.
  • Article 7 Dissolution, Winding Up, and Reinstatement.
    • Section 10A-5A-7.01 Events of dissolution.
    • Section 10A-5A-7.02 Effect of dissolution.
    • Section 10A-5A-7.03 Right to wind up activities and affairs.
    • Section 10A-5A-7.04 Known claims against dissolved limited liability company.
    • Section 10A-5A-7.05 Other claims against dissolved limited liability company.
    • Section 10A-5A-7.06 Application of assets in winding up limited liability company's activities and affairs.
    • Section 10A-5A-7.07 Reinstatement after dissolution.
    • Section 10A-5A-7.08 Certificate of reinstatement.
    • Section 10A-5A-7.09 Limited liability company name upon reinstatement.
    • Section 10A-5A-7.10 Effect of reinstatement.
  • Article 8 Limited Liabiity Companies Performing Professional Services.
    • Section 10A-5A-8.01 Special rules for limited liability companies performing professional services.
    • Section 10A-5A-8.02 Death or disqualification of member.
  • Article 9 Actions by Members.
    • Section 10A-5A-9.01 Direct action by members.
    • Section 10A-5A-9.02 Right of derivative action.
    • Section 10A-5A-9.03 Standing.
    • Section 10A-5A-9.04 Demand.
    • Section 10A-5A-9.05 Pleading.
    • Section 10A-5A-9.06 Stay of proceedings.
    • Section 10A-5A-9.07 Discontinuance or settlement.
    • Section 10A-5A-9.08 Proceeds and expenses.
    • Section 10A-5A-9.09 Applicability to foreign limited liability companies.
  • Article 10 Conversions and Mergers.
    • Section 10A-5A-10.01 Conversion.
    • Section 10A-5A-10.02 Action on plan of conversion by converting limited liability company.
    • Section 10A-5A-10.03 Filings required for conversion; effective date.
    • Section 10A-5A-10.04 Effect of conversion.
    • Section 10A-5A-10.05 Merger.
    • Section 10A-5A-10.06 Action on plan of merger by constituent limited liability company.
    • Section 10A-5A-10.07 Filings required for merger; effective date.
    • Section 10A-5A-10.08 Effect of merger.
    • Section 10A-5A-10.09 Restrictions on approval of mergers and conversions.
    • Section 10A-5A-10.10 Article not exclusive.
  • Article 11 Series Provisions.
    • Section 10A-5A-11.01 Series of assets.
    • Section 10A-5A-11.02 Enforceability of obligations and expenses of series against assets.
    • Section 10A-5A-11.03 Assets of series.
    • Section 10A-5A-11.04 Statement of limitation on liabilities of series.
    • Section 10A-5A-11.05 Member's power to dissociate as a member associated with a series; wrongful dissociation.
    • Section 10A-5A-11.06 Event causing dissociation of a member associated with a series.
    • Section 10A-5A-11.07 Effect of person's dissociation as a member.
    • Section 10A-5A-11.08 Dissolution and winding up of series.
    • Section 10A-5A-11.09 Event requiring dissolution.
    • Section 10A-5A-11.10 Effect of dissolution of series.
    • Section 10A-5A-11.11 Right to wind up activities and affairs of series.
    • Section 10A-5A-11.12 Known claims against dissolved series.
    • Section 10A-5A-11.13 Other claims against dissolved series.
    • Section 10A-5A-11.14 Application of assets in winding up series' activities and affairs.
    • Section 10A-5A-11.15 Reinstatement after dissolution of a series.
    • Section 10A-5A-11.16 Effect of reinstatement.
  • Article 12 Transition Rules/Miscellaneous Provisions.
    • Section 10A-5A-12.01 Application to existing relationships.
    • Section 10A-5A-12.02 Relation to electronic signatures in global and national commerce act.
    • Section 10A-5A-12.03 Interstate application.
    • Section 10A-5A-12.04 Savings clause.
    • Section 10A-5A-12.05 Reserved power of the state to alter or repeal chapter.