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2004 SESSION
SB 538 Business entities; changes in provisions.
Introduced by: Walter A. Stosch | all patrons ... notes | add to my profiles | history
SUMMARY AS PASSED SENATE:
Business entities. Clarifies that liabilities incurred by a corporation, limited partnership, limited liability company, business trust, or limited liability partnership, or its member, officer, director or other agent, after an administration termination of existence and before the entity's reinstatement shall be determined as if the termination of the entity's existence had not occurred. The changes also (i) authorize limited liability company operating agreements to provide for contractual appraisal rights, arbitration and exclusive jurisdiction, and multiple classes of members and managers; (ii) clarify the ability of limited liability companies to indemnify members, managers, and other agents; (iii) permit limited liability companies to engage in any business, purpose, or activity, regardless of whether the activity constitutes a business; and (iv) conform charging order provisions of the limited liability company, limited partnership, and partnership statutes. Also makes other technical changes to the limited liability company, partnership, and limited partnership acts.
SUMMARY AS INTRODUCED:
Business Entities. Amends the Stock Corporation Act, the Nonstock Corporation Act, the Limited Partnership Act, the Limited Liability Company Act, the Business Trust Act, and the Limited Liability Partnership Act to clarify provisions relating to the reinstatement of administratively terminated entities. The changes also (i) authorize limited liability company operating agreements to provide for contractual appraisal rights, arbitration and exclusive jurisdiction, and multiple classes of members and managers; (ii) clarify the ability of limited liability companies to indemnify members, managers, and other agents; (iii) permit limited liability companies to engage in any business, purpose, or activity, regardless of whether the activity constitutes a business; and (iv) conform charging order provisions of the limited liability company, limited partnership, and partnership statutes. Also makes other technical changes to the limited liability company, partnership, and limited partnership acts.