ADMINISTRATIVE REPORTING UPDATES

Section 47-34A-203. That a CURRENT SECTION be amended: 47-34A-203. Articles of Organization.

(a) Articles of organization of a limited liability company must set forth:

(1) The name of the company;

(2) The address of the initial designated office;

(3) The information required by § 59-11-6;

(4) The name and address of each organizer;

(5) The duration of the company if other than perpetual;

(6) Whether the company is to be manager-managed, and, if so, the name and address for each initial manager;

(7) Whether one or more of the members of the company are to be liable for its debts and obligations under § 47-34A-303(c);and

(8) Whether the limited liability company is authorized to establish one or more series and the matters required under § 47-34A-702.

(b) Articles of organization of a limited liability company may set forth:

(1) Provisions permitted to be set forth in an operating agreement; or

(2) Other matters not inconsistent with law.

(c) Articles of organization of a limited liability company may not vary the nonwaivable provisions of § 47-34A-103(b). As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:

(1) The operating agreement controls as to managers, members, and members' transferees; and

(2) The articles of organization control as to persons, other than managers, members and their transferees, who reasonably rely on the articles to their detriment.

Section 47-34A-205. That a CURRENT SECTION be amended:

47-34A-205. Signing of records.

(a)Except as otherwise provided in this chapter a record to be filed by or on behalf of a limited liability company in the Office of the Secretary of State must be signed in the name of the company by a:

(1) Manager of a manager-managed company;

(2) Member of a member-managed company;

(3) Person organizing the company, if the company has not been formed; or

(4) Fiduciary, if the company is in the hands of a receiver, trustee, or other court-appointed fiduciary.; or

(5)Person authorized by the company.

(b)A record signed under subsection (a) must state adjacent to the signature the name and capacity of the signer.

(c)Anypersonmaysignarecordtobefiledundersubsection(a)byanattorney-in-fact.Powers of attorney relating to the signing of records to be filed under subsection (a) by an attorney-in-fact need not be filed in the Office of the Secretary of State as evidence of authority by the person filing but must be retained by the company.

Section 59-11-24. That a CURRENT SECTION be amended:

59-11-24. Annual report.

Each filing entity or qualified foreign entity, except a bank organized under § 51A-3-1.1, a limited partnership organized pursuant to chapter 48-7, or a series of a limited liability company established under §§ 47-34A-701 through 47-34A-707 shall deliver to the Office of the Secretary of State for filing an annual report that sets forth:

(1) The name of the filing entity or qualified foreign entity;

(2) The jurisdiction under whose law it is formed;

(3) The address of its principal office, wherever located;

(4) The information required by § 59-11-6; and

(5) The names and business addresses of its governors except in the following two cases:

(a) If a business corporation has eliminated its board of directors pursuant to § 47-1A732, the annual report shall set forth the names of the shareholders instead; and

(b) If A limited liability company is member-managed, need not set forth the names and business addresses of its governors need not be set forth

Information in the annual report must be current as of the date the annual report is executed on behalf of the filing entity or qualified foreign entity. Any other provisions of law notwithstanding the annual report may beexecutedbyany authorizedperson. Any amendmentfiledis asupplement to, and not in place of, the annual filing required by this section.

Excluded Manager And Miscellaneous Changes

Section 47-34A-304. That a NEW SECTION be added:

47-34A-304. Appointment of excluded manager.

The Operating Agreement may provide that the duties the manager(s) of a managermanaged LLC or the member(s) of a member-managed LLC are divided to provide that certain powers may only be exercised by certain manager(s) or certain member(s) to the exclusion of other managers or other members

“Excluded Manager” shall mean the manager(s) or managing-member(s) not holding a power and “Manager” shall mean the manager(s) or managing member(s) holding such power. The combined limited powers or responsibilities set forth in the operating agreement of the Excluded Manager may not exceed the powers of the Manager(s).

An Excluded Manager is not liable, at law or in equity, either individually or as a fiduciary, for any duties or responsibilities that belong to a Manager which do not belong to the Excluded Manager

Absent contrary provisions in the operating agreement, the Excluded Manager has no duty to communicate with or warn or apprise any manager, member, or third-party concerning actions or inactions of the Manager.

The actions of the Excluded Manager, pertaining to matters directed by the Manager holding a power to direct, constitute administrative actions. Such administrative actions do not constitute an undertaking by the Excluded Manager to monitor, participate, or otherwise take any fiduciary responsibility for actions within the scope of authority of the Manager

In an action against an Excluded Manager pursuant to the provisions of this section, the burden to prove the matter by clear and convincing evidence is on the person seeking to hold the Excluded Manager liable.

Section 47-34A-404.1. That a CURRENT SECTION be amended:

47-34A-404.1. Management of limited liability company.

(a)Unlessotherwisespecifiedintheoperatingagreement,inamember-managedcompany:

(1) Eachmember hasequal rightsin the management andconduct of the company'sbusiness; and

(2) Except as otherwise provided in subsection (c), any matter relating to the business of the company may be decided by a majority of the members.

(b) Unless otherwise specified in the operating agreement, in a manager-managed company:

(1) Eachmanagerhasequalrightsinthemanagementandconductofthecompany'sbusiness;

(2) Except as otherwise provided in subsection (c), any matter relating to the business of the company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers; and

(3) A manager:

(i) Must be designated, appointed, elected, removed, or replaced by a vote, approval, or consent of a majority of the members; and

(ii) Holds office until a successor has been elected and qualified, unless the manager sooner resigns or is removed.

(c) Unless otherwise specified in the operating agreement, the following matters of a memberor manager-managed company's business require the consent of all of the members are:

(1) The amendment of the operating agreement under § 47-34A-103;

(2) The authorization or ratification of acts or transactions under § 47-34A-103(b)(2)(ii) which would otherwise violate the duty of loyalty;

(3) An amendment to the articles of organization under § 47-34A-204;

(4) The compromise of an obligation to make a contribution under § 47-34A-402(b);

(5) The compromise, as among members, of an obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter;

(6) The making of interim distributions under § 47-34A-405(a), including the redemption of an interest;

(7) The admission of a new member;

(8) The use of the company's property to redeem an interest subject to a charging order;

(9) The consent to dissolve the company under § 47-34A-801(a)(2);

(10) A waiver of the right to have the company's business wound up and the company terminated under § 47-34A-802(b);

(11) The consent of members to merge with another entity under § 47-34A-904(c)(1); and

(12) The sale, lease, exchange, or other disposal of all, or substantially all, of the company's property with or without goodwill.

(d) Action requiring the consent of members or managers under this chapter may be taken without a meeting.

(e)A member or manager may appoint a proxy to vote or otherwise act for the member or manager by signing an appointment instrument, either personally or by the member's or manager's attorney-in-fact.

(f)An Excluded Manager under § 47-34A-304 may be excluded from voting should the operating agreement so provide.

(g)To the extent that, at law or in equity, a member or manager has duties to a limited liability company or another member or manager that is a party to or is otherwise bound by the operating agreement, the member’s or manager’s duties may be expanded or restricted or eliminated by provisions in the operating agreement, provided that the operating agreement may not eliminate the duties as required under § 47-34A-103.

(h)Unless otherwise provided in the operating agreement, a member or manager shall not be liable to a limited liability company or to another member or manager that is a party to or is otherwise bound by the operating agreement for breach of fiduciary duty for the member’s or manager’s good faith reliance on the provisions of the operating agreement.