AMENDMENTS TO

UNIFORM PARTNERSHIP ACT (1997)

SECTION 101. DEFINITIONS. In this [Act]:

* * *

(2.1) “Designating partnership” means a limited liability partnership with 25 or fewer partners.

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(3.1) “Entity” means a domestic or foreign:

(A) business corporation;

(B) nonprofit corporation;

(D) limited partnership, including a limited liability limited partnership;

(E) limited liability company;

(F) business trust or statutory trust entity;

(G) unincorporated nonprofit association;

(H) cooperative; or

(I) other person that has a separate legal existence or has the power to acquire an interest in real property in its own name other than:

(i) an individual;

(ii) a testamentary, inter vivos, or charitable trust;

(iii) an association or relationship that is not a partnership solely by reason of Section 202(c) or a similar provision of the law of any other jurisdiction;

(iv) a decedent’s estate; or

(v) a government, a governmental subdivision, agency, or instrumentality, or a quasi-governmental instrumentality.

* * *

(13) “Statement” means a statement of partnership authority under Section 303, a statement of denial under Section 304, a statement of dissociation under Section 704, a statement of dissolution under Section 805, a statement of merger under Section 907, a statement of qualification under Section 1001, a statement of change under Section 1001, a statement of foreign qualification under Section 1102, or an amendment or cancellation of any of the foregoing.

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SECTION 103. EFFECT OF PARTNERSHIP AGREEMENT; NONWAIVABLE PROVISIONS.

(a) Except as otherwise provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this [Act] governs relations among the partners and between the partners and the partnership.

(b) The partnership agreement may not:

(1) vary the rights and duties under Section 105 except to eliminate the duty to provide copies of statements to all of the partners;

(2) unreasonably restrict the right of access to books and records under Section 403(b);

(3) eliminate the duty of loyalty under Section 404(b) or 603(b)(3), but:

(i) the partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or

(ii) all of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;

(4) unreasonably reduce the duty of care under Section 404(c) or 603(b)(3);

(5) eliminate the obligation of good faith and fair dealing under Section 404(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;

(6) vary the power to dissociate as a partner under Section 602(a), except to require the notice under Section 601(1) to be in writing;

(7) vary the right of a court to expel a partner in the events specified in Section 601(5);

(8) vary the requirement to wind up the partnership business in cases specified in Section 801(4), (5), or (6);

(9) vary the law applicable to a limited liability partnership under Section 106(b); or

(10) restrict rights of third parties under this [Act]; or

(11) vary the requirements of section 403(d).

SECTION 105. EXECUTION, FILING, AND RECORDING OF STATEMENTS.

(a) A statement may be ~~filed in the office of [the~~ delivered to the [Secretary of State] for filing. A certified copy of a statement that is filed in an office in another State may be ~~filed in the office of [the~~ delivered to the [Secretary of State] for filing. Either filing has the effect provided in this [Act] with respect to partnership property located in or transactions that occur in this State.

(b) A certified copy of a statement that has been filed in the office of the [Secretary of State] and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this [Act]. A recorded statement that is not a certified copy of a statement filed in the office of the [Secretary of State] does not have the effect provided for recorded statements in this [Act].

(c) A statement ~~filed~~ delivered to the [Secretary of State] for filing by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this [Act]. An individual who executes a statement ~~as, or on behalf of, a partner or other person named as a partner in a statement~~ shall personally declare under penalty of perjury that the contents of the statement are accurate.

(d) A person authorized by this [Act] to ~~file~~ deliver a statement to the [Secretary of State] for filing may amend or cancel the statement by ~~filing~~ delivering an amendment or cancellation to the [Secretary of State] for filing that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.

(e) A person who ~~files~~ delivers a statement to the [Secretary of State] for filing pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.

(f) The [Secretary of State] may collect a fee for filing or providing a certified copy of a statement. The [officer responsible for recording transfers of real property] may collect a fee for recording a statement.

SECTION 403. PARTNER’S RIGHTS AND DUTIES WITH RESPECT TO INFORMATION.

(a) A partnership shall keep its books and records, if any, at its chief executive office.

(b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.

(c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:

(1) without demand, any information concerning the partnership’s business and affairs reasonably required for the proper exercise of the partner’s rights and duties under the partnership agreement or this [Act]; and

(2) on demand, any other information concerning the partnership’s business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

(d) A limited liability partnership must maintain a current list in a record showing the full name and last known street and mailing address of each partner. If the limited liability partnership is a designating partnership, it must designate and continuously have an individual whose principal residence is in the United States who has access to the list. The list of partners must indicate:

(1) for each partner that is an entity, the jurisdiction whose laws principally govern its internal affairs;

(2) for each partner that is a testamentary, inter vivos, or charitable trust, with the exception of a business trust, statutory trust entity or similar trust:

(A) the name and principal residence street address of each trustee that is an individual; and

(B) the name and business street address of each trustee that is not an individual; and

(3) for each partner that is a decedent’s estate, the name and principal residence street address of each personal representative of the decedent.

SECTION 1001. STATEMENT OF QUALIFICATION.

(a) A partnership may become a limited liability partnership pursuant to this section.

(b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, the vote necessary to amend those provisions.

(c) After the approval required by subsection (b), a partnership may become a limited liability partnership by delivering to the [Secretary of State] for filing a statement of qualification. The statement must contain:

(1) the name of the partnership;

(2) the street address of the partnership’s chief executive office and, if different, the street address of an office in this State, if any;

(3) if the partnership does not have an office in this State, the name and street address of the partnership’s agent for service of process;

(3.1) if the partnership is a designating partnership at the time the statement is delivered to the [Secretary of State] for filing:

(A) a statement that the partnership is a designating partnership; and

(B) the name and a residence or business street address in the United States of the initial individual designated by the corporation in compliance with section 403(d) who has access to the list of the partnership’s partners;

(4) a statement that the partnership elects to be a limited liability partnership; and

(5) a deferred effective date, if any.

(d) The agent of a limited liability partnership for service of process must be an individual who is a resident of this State or other person authorized to do business in this State.

(e) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to Section 105(d) or revoked pursuant to Section 1003.

(f) The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c).

(g) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.

(h) An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.

(i) An agent for service of process or individual designated to have access to the partnership’s list of partners may at any time deliver to the [Secretary of State] for filing a statement of change. A filed statement of change amends the information regarding the agent or individual as shown in the records of the [Secretary of State]. A statement of change must contain:

(1) the name of the partnership;

(2) if the address of the agent or individual is to be changed, the new address; and

(3) if the agent or individual is resigning, a statement to that effect.

(j) An agency for service of process terminates on the earlier of:

(1) the 31st day after the [Secretary of State] files a statement of change that contains the provision described in subsection (i)(3);

(2) when a record designating a new agent for service or process is delivered to the [Secretary of State] for filing on behalf of the limited partnership or foreign limited partnership.

(k) A partnership may amend its statement of qualification to delete the information required by subsection (c)(3) or (3.1) at any time after it has filed its first annual report under Section 1003 or has ceased to be a designating partnership.

(l) Subsection (c)(3.1) does not apply to a statement of qualification that took effect before [the effective date of subsection (c)(3.1)].

SECTION 1003. ANNUAL REPORT.

(a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this State, ~~shall file an annual report in the office of~~ must deliver to the [Secretary of State] for filing an annual report which contains:

(1) the name of the limited liability partnership and the State or other jurisdiction under whose laws the foreign limited liability partnership is formed;

(2) the street address of the partnership’s chief executive office and, if different, the street address of an office of the partnership in this State, if any; ~~and~~

(3) if the partnership does not have an office in this State, the name and street address of the partnership’s current agent for service of process; and

(4) a statement as to whether the partnership is a designating partnership on the date the annual report is delivered to the [Secretary of State] for filing; and in the case of an annual report filed by a designating partnership, the name and a residence or business street address in the United States of the individual designated by the partnership in compliance with Section 403(d) who has access to the list of the partnership’s partners.

(b) An annual report must be filed between [January 1 and April 1] of each year following the calendar year in which a partnership ~~files~~ delivers a statement of qualification to the [Secretary of State] for filing or a foreign partnership becomes authorized to transact business in this State.

(c) The [Secretary of State] may revoke the statement of qualification of a partnership that fails to ~~file~~ deliver an annual report to the [Secretary of State] for filing when due or pay the required filing fee. To do so, the [Secretary of State] shall provide the partnership at least 60 days’ written notice of intent to revoke the statement. The notice must be mailed to the partnership at its chief executive office set forth in the last filed statement of qualification or annual report. The notice must specify the annual report that has not been filed, the fee that has not been paid, and the effective date of the revocation. The revocation is not effective if the annual report is ~~filed~~ delivered to the [Secretary of State] for filing and the fee is paid before the effective date of the revocation.

(d) A revocation under subsection (c) only affects a partnership’s status as a limited liability partnership and is not an event of dissolution of the partnership.

(e) A partnership whose statement of qualification has been revoked may apply to the [Secretary of State] for reinstatement within two years after the effective date of the revocation. The application must state:

(1) the name of the partnership and the effective date of the revocation; and

(2) that the ground for revocation either did not exist or has been corrected.

(f) A reinstatement under subsection (e) relates back to and takes effect as of the effective date of the revocation, and the partnership’s status as a limited liability partnership continues as if the revocation had never occurred.
AMENDMENTS TO

UNIFORM LIMITED PARTNERSHIP ACT (2001)

SECTION 102. DEFINITIONS. In this [Act]:

* * *

(4.1) “Designating partnership” means a limited partnership with 25 or fewer partners.

* * *

(5.1) “Entity” means a domestic or foreign:

(A) business corporation;

(B) nonprofit corporation;

(D) limited partnership, including a limited liability limited partnership;

(E) limited liability company;

(F) business trust or statutory trust entity;

(G) unincorporated nonprofit association;

(H) cooperative; or

(I) other person that has a separate legal existence or has the power to acquire an interest in real property in its own name other than:

(i) an individual;

(ii) a testamentary, inter vivos, or charitable trust;

(iii) an association or relationship that is not a partnership solely by reason of [Section 202(c) of the Uniform Partnership Act (1997)] or a similar provision of the law of any other jurisdiction;

(iv) a decedent’s estate; or

(v) a government, a governmental subdivision, agency, or instrumentality, or a quasi-governmental instrumentality.

* * *

SECTION 105. POWERS.

(a) A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.

(b) A limited partnership may not issue a certificate evidencing the interest of a partner in the limited partnership in bearer form.

SECTION 110. EFFECT OF PARTNERSHIP AGREEMENT; NONWAIVABLE PROVISIONS.

(a) Except as otherwise provided in subsection (b), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this [Act] governs relations among the partners and between the partners and the partnership.

(b) A partnership agreement may not:

(1) vary a limited partnership’s power under Section 105 to sue, be sued, and defend in its own name;

(2) vary the law applicable to a limited partnership under Section 106;

(3) vary the requirements of Section 204;

(4) vary the information required under Section 111 or unreasonably restrict the right to information under Sections 304 or 407, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;

(5) eliminate the duty of loyalty under Section 408, but the partnership agreement may:

(A) identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and

(B) specify the number or percentage of partners which may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;

(6) unreasonably reduce the duty of care under Section 408(c);

(7) eliminate the obligation of good faith and fair dealing under Sections 305(b) and 408(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;

(8) vary the power of a person to dissociate as a general partner under Section 604(a) except to require that the notice under Section 603(1) be in a record;

(9) vary the power of a court to decree dissolution in the circumstances specified in Section 802;

(10) vary the requirement to wind up the partnership’s business as specified in Section 803;

(11) unreasonably restrict the right to maintain an action under [Article] 10;

(12) restrict the right of a partner under Section 1110(a) to approve a conversion or merger or the right of a general partner under Section 1110(b) to consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership; or

(13) restrict rights under this [Act] of a person other than a partner or a transferee; or

(14) vary the requirements of section 111(b) or (c); or

(15) vary the prohibitions in Sections 105(b) or 702(h) against a limited partnership issuing certificates in bearer form evidencing a partnership interest or transferable interest.

SECTION 111. REQUIRED INFORMATION.

(a) A limited partnership shall maintain at its designated office the following information:

(1) a current list in a record showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;

(2) a copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed;

(3) a copy of any filed articles of conversion or merger;

(4) a copy of the limited partnership’s federal, state, and local income tax returns and reports, if any, for the three most recent years;

(5) a copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;

(6) a copy of any financial statement of the limited partnership for the three most recent years;

(7) a copy of the three most recent annual reports delivered by the limited partnership to the [Secretary of State] pursuant to Section 210;

(8) a copy of any record made by the limited partnership during the past three years of any consent given by or vote taken of any partner pursuant to this [Act] or the partnership agreement; and

(9) unless contained in a partnership agreement made in a record, a record stating:

(A) the amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner;

(B) the times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;

(C) for any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and

(D) any events upon the happening of which the limited partnership is to be dissolved and its activities wound up.

(b) The list of partners must indicate:

(1) for each partner that is an entity, the jurisdiction whose laws principally govern its internal affairs;

(2) for each partner that is a testamentary, inter vivos, or charitable trust, with the exception of a business trust, statutory trust entity or similar trust:

(A) the name and principal residence street address of each trustee that is an individual; and

(B) the name and business street address of each trustee that is not an individual; and

(3) for each partner that is a decedent’s estate, the name and principal residence street address of each personal representative of the decedent.

(c) A designating partnership must designate and continuously have an individual whose principal residence is in the United States who has access to the list of partners. The limited partnership may change the name or address of the individual in the manner provided in section 115 for changing its agent for service of process or the address of its agent for service of process as if the individual and his or her address were the agent for service of process or the address of that agent. A designated individual may change his or her address or may resign from the position of designated individual in the manner provided in section 116 for an agent for service of process to change its address or resign as if the individual and his or her address were the agent for service of process or the address of that agent.

SECTION 116. CHANGE OF ADDRESS OR RESIGNATION OF AGENT FOR SERVICE OF PROCESS.

(a) ~~In order to~~ To change its address or resign as an agent for service of process of a limited partnership or foreign limited partnership, the agent must deliver to the [Secretary of State] for filing a statement of ~~resignation~~ change containing:

(1) the name of the limited partnership or foreign limited partnership.;

(2) the name of the agent;

(3) if the address of the agent is to be changed, the new address; and

(4) if the agent is resigning, a statement to that effect.

(b) ~~After receiving a statement of resignation, the~~ The [Secretary of State] shall file it a statement of change delivered under subsection (a) and mail or otherwise provide or deliver a copy to the designated office of the limited partnership or foreign limited partnership and another copy to the principal office of the limited partnership if the mailing address of the office appears in the records of the [Secretary of State] and is different from the address of the designated office.

(1) the 31st day after the [Secretary of State] files ~~the statement of resignation~~ a statement of change that contains the provision described in subsection (a)(4);

(2) when a record designating a new agent for service or process is delivered to the [Secretary of State] for filing on behalf of the limited partnership or foreign limited partnership.

SECTION 201. FORMATION OF LIMITED PARTNERSHIP; CERTIFICATE OF LIMITED PARTNERSHIP.

(a) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the [Secretary of State] for filing. The certificate must state:

(1) the name of the limited partnership, which must comply with Section 108;

(2) the street and mailing address of the initial designated office and the name and street and mailing address of the initial agent for service of process;

(3) the name and the street and mailing address of each general partner;

(4) whether the limited partnership is a limited liability limited partnership; and

(4.1) if the limited partnership is a designating partnership:

(A) a statement that the limited partnership is a designating partnership; and

(B) the name and a residence or business street address in the United States of the initial individual designated by the limited partnership in compliance with Section 111(c) who has access to the list of the partnership’s partners; and

(5) any additional information required by [Article] 11.

(b) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in Section 110(b) in a manner inconsistent with that section.

(c) If there has been substantial compliance with subsection (a), subject to Section 206(c) a limited partnership is formed when the [Secretary of State] files the certificate of limited partnership.

(d) Subject to subsection (b), if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger:

(1) the partnership agreement prevails as to partners and transferees; and

(2) the filed certificate of limited partnership, statement of dissociation, termination, or change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.

(e) A limited partnership may amend its certificate of limited partnership to delete the information required by subsection (a)(4.1) at any time after it has filed its first annual report under Section 210 or has ceased to be a designating partnership.

(f) Subsection (a)(4.1) does not apply to a certificate of limited partnership that took effect before [the effective date of subsection (a)(4.1)].

SECTION 210. ANNUAL REPORT FOR [SECRETARY OF STATE].

(a) A limited partnership or a foreign limited partnership authorized to transact business in this State shall deliver to the [Secretary of State] for filing an annual report that states:

(1) the name of the limited partnership or foreign limited partnership;

(2) the street and mailing address of its designated office and the name and street and mailing address of its agent for service of process in this State;

(3) in the case of a limited partnership,:

(A) the street and mailing address of its principal office; ~~and~~

(B) a statement as to whether or not the limited partnership is a designating partnership; and

(C) if the limited partnership is a designating partnership, the name and a residence or business street address in the United States of the individual designated by the limited partnership in compliance with Section 111(c) who has access to the list of the limited partnership’s partners; and

(4) in the case of a foreign limited partnership, the State or other jurisdiction under whose law the foreign limited partnership is formed and any alternate name adopted under Section 905(a).

(b) Information in an annual report must be current as of the date the annual report is delivered to the [Secretary of State] for filing.

(c) The first annual report must be delivered to the [Secretary of State] between [January 1 and April 1] of the year following the calendar year in which a limited partnership was formed or a foreign limited partnership was authorized to transact business. An annual report must be delivered to the [Secretary of State] between [January 1 and April 1] of each subsequent calendar year.

(d) If an annual report does not contain the information required in subsection (a), the [Secretary of State] shall promptly notify the reporting limited partnership or foreign limited partnership and return the report to it for correction. If the report is corrected to contain the information required in subsection (a) and delivered to the [Secretary of State] within 30 days after the effective date of the notice, it is timely delivered.

(e) If a filed annual report contains an address of a designated office, or the name or address of an agent for service of process, or the name or address of the individual with access to the list of partners which differs from the information shown in the records of the [Secretary of State] immediately before the filing, the differing information in the annual report is considered a statement of change ~~under Section 115~~.

SECTION 702. TRANSFER OF PARTNER’S TRANSFERABLE INTEREST.

(a) A transfer, in whole or in part, of a partner’s transferable interest:

(1) is permissible;

(2) does not by itself cause the partner’s dissociation or a dissolution and winding up of the limited partnership’s activities; and

(3) does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership’s activities, to require access to information concerning the limited partnership’s transactions except as otherwise provided in subsection (c), or to inspect or copy the required information or the limited partnership’s other records.

(b) A transferee has a right to receive, in accordance with the transfer:

(1) distributions to which the transferor would otherwise be entitled; and

(2) upon the dissolution and winding up of the limited partnership’s activities the net amount otherwise distributable to the transferor.

(c) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership’s transactions only from the date of dissolution.

(d) Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner.

(e) A limited partnership need not give effect to a transferee’s rights under this section until the limited partnership has notice of the transfer.

(f) A transfer of a partner’s transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.

(g) A transferee that becomes a partner with respect to a transferable interest is liable for the transferor’s obligations under Sections 502 and 509. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.

(h) A limited partnership may not issue a certificate evidencing a transferable interest in bearer form.

SECTION 809. ADMINISTRATIVE DISSOLUTION.

(a) The [Secretary of State] may dissolve a limited partnership administratively if the limited partnership does not, within 60 days after the due date:

(1) pay any fee, tax, or penalty due to the [Secretary of State] under this [Act] or other law; or

(2) deliver its annual report to the [Secretary of State].

(b) If the [Secretary of State] determines that a ground exists for administratively dissolving a limited partnership, the [Secretary of State] shall file a record of the determination and serve the limited partnership with a copy of the filed record.

(c) If within 60 days after service of the copy the limited partnership does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the [Secretary of State] that each ground determined by the [Secretary of State] does not exist, the [Secretary of State] shall administratively dissolve the limited partnership by preparing, signing and filing a declaration of dissolution that states the grounds for dissolution. The [Secretary of State] shall serve the limited partnership with a copy of the filed declaration.

(d) A limited partnership administratively dissolved continues its existence but may carry on only activities necessary to wind up its activities and liquidate its assets under Sections 803 and 812 and to notify claimants under Sections 806 and 807.

(e) The administrative dissolution of a limited partnership does not terminate the authority of its agent for service of process or relieve it of the obligation to comply with section 111(b) or (c).
AMENDMENTS TO

UNIFORM LIMITED LIABILITY COMPANY ACT (2006)

SECTION 102. DEFINITIONS. In this [act]:

* * *

(4.1) “Designating company” means a limited liability company with 25 or fewer members.

* * *

(6.1) “Entity” means a domestic or foreign:

(A) business corporation;

(B) nonprofit corporation;

(D) limited partnership, including a limited liability limited partnership;

(E) limited liability company;

(F) business trust or statutory trust entity;

(G) unincorporated nonprofit association;

(H) cooperative; or

(I) other person that has a separate legal existence or has the power to acquire an interest in real property in its own name other than:

(i) an individual;

(ii) a testamentary, inter vivos, or charitable trust;

(iii) an association or relationship that is not a partnership solely by reason of [Section 202(c) of the Uniform Partnership Act (1997)] or a similar provision of the law of any other jurisdiction;

(iv) a decedent’s estate; or

(v) a government, a governmental subdivision, agency, or instrumentality, or a quasi-governmental instrumentality.

* * *

SECTION 110. OPERATING AGREEMENT; SCOPE, FUNCTION, AND LIMITATIONS.

(a) Except as otherwise provided in subsections (b) and (c), the operating agreement governs:

(1) relations among the members as members and between the members and the limited liability company;

(2) the rights and duties under this [act] of a person in the capacity of manager;

(3) the activities of the company and the conduct of those activities; and

(4) the means and conditions for amending the operating agreement.

(b) To the extent the operating agreement does not otherwise provide for a matter described in subsection (a), this [act] governs the matter.

(1) vary a limited liability company’s capacity under Section 105 to sue and be sued in its own name;

(2) vary the law applicable under Section 106;

(3) vary the power of the court under Section 204;

(4) subject to subsections (d) through (g), eliminate the duty of loyalty, the duty of care, or any other fiduciary duty;

(5) subject to subsections (d) through (g), eliminate the contractual obligation of good faith and fair dealing under Section 409(d);

(6) unreasonably restrict the duties and rights stated in Section 410;

(7) vary the power of a court to decree dissolution in the circumstances specified in Section 701(a)(4) and (5);

(8) vary the requirement to wind up a limited liability company’s business as specified in Section 702(a) and (b)(1);

(9) unreasonably restrict the right of a member to maintain an action under [Article] 9;

(10) restrict the right to approve a merger, conversion, or domestication under Section 1014 to a member that will have personal liability with respect to a surviving, converted, or domesticated organization; or

(11) except as otherwise provided in Section 112(b), restrict the rights under this [act] of a person other than a member or manager;

(12) vary the requirements of Section 410(h) or (i); or

(13) vary the prohibitions in Sections 401(f) or 502(d) against a limited liability company issuing certificates in bearer form evidencing a membership interest or transferable interest.

(d) If not manifestly unreasonable, the operating agreement may:

(1) restrict or eliminate the duty:

(A) as required in Section 409(b)(1) and (g), to account to the limited liability company and to hold as trustee for it any property, profit, or benefit derived by the member in the conduct or winding up of the company’s business, from a use by the member of the company’s property, or from the appropriation of a limited liability company opportunity;

(B) as required in Section 409(b)(2) and (g), to refrain from dealing with the company in the conduct or winding up of the company’s business as or on behalf of a party having an interest adverse to the company; and

(C) as required by Section 409(b)(3) and (g), to refrain from competing with the company in the conduct of the company’s business before the dissolution of the company;

(2) identify specific types or categories of activities that do not violate the duty of loyalty;

(3) alter the duty of care, except to authorize intentional misconduct or knowing violation of law;

(4) alter any other fiduciary duty, including eliminating particular aspects of that duty; and

(5) prescribe the standards by which to measure the performance of the contractual obligation of good faith and fair dealing under Section 409(d).

(e) The operating agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.

(f) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member would otherwise have under this [act] and imposes the responsibility on one or more other members, the operating agreement may, to the benefit of the member that the operating agreement relieves of the responsibility, also eliminate or limit any fiduciary duty that would have pertained to the responsibility.

(g) The operating agreement may alter or eliminate the indemnification for a member or manager provided by Section 408(a) and may eliminate or limit a member or manager’s liability to the limited liability company and members for money damages, except for:

(1) breach of the duty of loyalty;

(2) a financial benefit received by the member or manager to which the member or manager is not entitled;

(3) a breach of a duty under Section 406;

(4) intentional infliction of harm on the company or a member; or

(5) an intentional violation of criminal law.

(h) The court shall decide any claim under subsection (d) that a term of an operating agreement is manifestly unreasonable. The court:

(1) shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and

(2) may invalidate the term only if, in light of the purposes and activities of the limited liability company, it is readily apparent that:

(A) the objective of the term is unreasonable; or

(B) the term is an unreasonable means to achieve the provision’s objective.

SECTION 115. CHANGE OF ADDRESS OR RESIGNATION OF AGENT FOR SERVICE OF PROCESS.

(a) To change its address or resign as an agent for service of process of a limited liability company or foreign limited liability company, the agent must deliver to the [Secretary of State] for filing a statement of ~~resignation~~ change containing:

(1) the company name ~~and stating that the agent is resigning.~~;

(2) the name of the agent;

(3) if the address of the agent is to be changed, the new address; and

(4) if the agent is resigning, a statement to that effect.

(b) The [Secretary of State] shall file a statement of ~~resignation~~ change delivered under subsection (a) and mail or otherwise provide or deliver a copy to the designated office of the limited liability company or foreign limited liability company and another copy to the principal office of the company if the mailing ~~addresses of the principal~~ address of the office appears in the records of the [Secretary of State] and is different from the mailing address of the designated office.

(1) the 31st day after the [Secretary of State] files ~~the~~ a statement of ~~resignation~~ change that contains the provision described in subsection (a)(4);

(2) when a record designating a new agent for service of process is delivered to the [Secretary of State] for filing on behalf of the limited liability company or foreign limited liability company and becomes effective.

SECTION 201. FORMATION OF LIMITED LIABILITY COMPANY; CERTIFICATE OF ORGANIZATION.

(a) One or more persons may act as organizers to form a limited liability company by signing and delivering to the [Secretary of State] for filing a certificate of organization.

(b) A certificate of organization must state:

(1) the name of the limited liability company, which must comply with Section 108;

(2) the street and mailing addresses of the initial designated office and the name and street and mailing addresses of the initial agent for service of process of the company; ~~and~~

(3) if the company will have no members when the [Secretary of State] files the certificate, a statement to that effect.; and

(4) if the company is a designating company:

(A) a statement that the company is a designating company; and

(B) the name and a residence or business street address in the United States of the initial individual designated by the company in compliance with Section 410(i) who has access to the record of the company’s members.

(c) Subject to Section 112(c), a certificate of organization may also contain statements as to matters other than those required by subsection (b). However, a statement in a certificate of organization is not effective as a statement of authority.

(d) Unless the filed certificate of organization contains the statement as provided in subsection (b)(3), the following rules apply:

(1) A limited liability company is formed when the [Secretary of State] has filed the certificate of organization and the company has at least one member, unless the certificate states a delayed effective date pursuant to Section 205(c).

(2) If the certificate states a delayed effective date, a limited liability company is not formed if, before the certificate takes effect, a statement of cancellation is signed and delivered to the [Secretary of State] for filing and the [Secretary of State] files the certificate.

(3) Subject to any delayed effective date and except in a proceeding by this state to dissolve a limited liability company, the filing of the certificate of organization by the [Secretary of State] is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.

(e) If a filed certificate of organization contains a statement as provided in subsection (b)(3), the following rules apply:

(1) The certificate lapses and is void unless, within [90] days from the date the [Secretary of State] files the certificate, an organizer signs and delivers to the [Secretary of State] for filing a notice stating:

(A) that the limited liability company has at least one member; and

(B) the date on which a person or persons became the company’s initial member or members.

(2) If an organizer complies with paragraph (1), a limited liability company is deemed formed as of the date of initial membership stated in the notice delivered pursuant to paragraph (1).

(3) Except in a proceeding by this state to dissolve a limited liability company, the filing of the notice described in paragraph (1) by the [Secretary of State] is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.

(f) Subsection (b)(4) does not apply to a certificate of organization that took effect before [the effective date of subsection (b)(4)].

SECTION 202. AMENDMENT OR RESTATEMENT OF CERTIFICATE OF ORGANIZATION.

(a) A certificate of organization may be amended or restated at any time.

(b) To amend its certificate of organization, a limited liability company must deliver to the [Secretary of State] for filing an amendment stating:

(1) the name of the company;

(2) the date of filing of its certificate of organization; and

(3) the changes the amendment makes to the certificate as most recently amended or restated.

(c) To restate its certificate of organization, a limited liability company must deliver to the [Secretary of State] for filing a restatement, designated as such in its heading, stating:

(1) in the heading or an introductory paragraph, the company’s present name and the date of the filing of the company’s initial certificate of organization;

(2) if the company’s name has been changed at any time since the company’s formation, each of the company’s former names; and

(3) the changes the restatement makes to the certificate as most recently amended or restated.

(d) Subject to Sections 112(c) and 205(c), an amendment to or restatement of a certificate of organization is effective when filed by the [Secretary of State].

(e) If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization was inaccurate when the certificate was filed or has become inaccurate owing to changed circumstances, the member or manager shall promptly:

(1) cause the certificate to be amended; or

(2) if appropriate, deliver to the [Secretary of State] for filing a statement of change under Section 114 or a statement of correction under Section 206.

(f) A limited liability company may amend its certificate of organization to delete the information required by Section 201(b)(4) at any time after it has filed its first annual report under Section 209 or has ceased to be a designating company.

SECTION 209. ANNUAL REPORT FOR [SECRETARY OF STATE].

(a) Each year, a limited liability company or a foreign limited liability company authorized to transact business in this state shall deliver to the [Secretary of State] for filing a report that states:

(1) the name of the company;

(2) the street and mailing addresses of the company’s designated office and the name and street and mailing addresses of its agent for service of process in this state;

(3) the street and mailing addresses of its principal office; ~~and~~

(3.1) a statement as to whether the company is a designating company; and in the case of an annual report filed by a designating company, the name and a residence or business address in the United States of the individual with access to the list of members required by Section 410(i); and

(4) in the case of a foreign limited liability company, the state or other jurisdiction under whose law the company is formed and any alternate name adopted under Section 805(a).

(b) Information in an annual report under this section must be current as of the date the report is delivered to the [Secretary of State] for filing.

(c) The first annual report under this section must be delivered to the [Secretary of State] between [January 1 and April 1] of the year following the calendar year in which a limited liability company was formed or a foreign limited liability company was authorized to transact business. A report must be delivered to the [Secretary of State] between [January 1 and April 1] of each subsequent calendar year.

(d) If an annual report under this section does not contain the information required in subsection (a), the [Secretary of State] shall promptly notify the reporting limited liability company or foreign limited liability company and return the report to it for correction. If the report is corrected to contain the information required in subsection (a) and delivered to the [Secretary of State] within 30 days after the effective date of the notice, it is timely delivered.

(e) If an a filed annual report ~~under this section~~ contains an address of a designated office, or the name or address of an agent for service of process, or name or address of an individual with access to the list of members which differs from the information shown in the records of the [Secretary of State] immediately before the ~~annual report becomes effective~~ filing, the differing information in the annual report is considered a statement of change ~~under Section 114~~.

SECTION 401. BECOMING MEMBER.

(a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member.

(b) If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.

(c) If a filed certificate of organization contains the statement required by Section 201(b)(3), a person becomes an initial member of the limited liability company with the consent of a majority of the organizers. The organizers may consent to more than one person simultaneously becoming the company’s initial members.

(d) After formation of a limited liability company, a person becomes a member:

(1) as provided in the operating agreement;

(2) as the result of a transaction effective under [Article] 10;

(3) with the consent of all the members; or

(4) if, within 90 consecutive days after the company ceases to have any members:

(A) the last person to have been a member, or the legal representative of that person, designates a person to become a member; and

(B) the designated person consents to become a member.

(e) A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company.

(f) A limited liability company may not issue a certificate in bearer form evidencing the interest of a member in the company.

SECTION 410. RIGHT OF MEMBERS, MANAGERS, AND DISSOCIATED MEMBERS TO INFORMATION.

(a) In a member-managed limited liability company, the following rules apply:

(1) On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the company, any record maintained by the company regarding the company’s activities, financial condition, and other circumstances, to the extent the information is material to the member’s rights and duties under the operating agreement or this [act].

(2) The company shall furnish to each member:

(A) without demand, any information concerning the company’s activities, financial condition, and other circumstances which the company knows and is material to the proper exercise of the member’s rights and duties under the operating agreement or this [act], except to the extent the company can establish that it reasonably believes the member already knows the information; and

(B) on demand, any other information concerning the company’s activities, financial condition, and other circumstances, except to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances.

(3) The duty to furnish information under paragraph (2) also applies to each member to the extent the member knows any of the information described in paragraph (2).

(b) In a manager-managed limited liability company, the following rules apply:

(1) The informational rights stated in subsection (a) and the duty stated in subsection (a)(3) apply to the managers and not the members.

(2) During regular business hours and at a reasonable location specified by the company, a member may obtain from the company and inspect and copy full information regarding the activities, financial condition, and other circumstances of the company as is just and reasonable if:

(A) the member seeks the information for a purpose material to the member’s interest as a member;

(B) the member makes a demand in a record received by the company, describing with reasonable particularity the information sought and the purpose for seeking the information; and

(3) Within 10 days after receiving a demand pursuant to paragraph (2)(B), the company shall in a record inform the member that made the demand:

(A) of the information that the company will provide in response to the demand and when and where the company will provide the information; and

(B) if the company declines to provide any demanded information, the company’s reasons for declining.

(4) Whenever this [act] or an operating agreement provides for a member to give or withhold consent to a matter, before the consent is given or withheld, the company shall, without demand, provide the member with all information that is known to the company and is material to the member’s decision.

(c) On 10 days’ demand made in a record received by a limited liability company, a dissociated member may have access to information to which the person was entitled while a member if the information pertains to the period during which the person was a member, the person seeks the information in good faith, and the person satisfies the requirements imposed on a member by subsection (b)(2). The company shall respond to a demand made pursuant to this subsection in the manner provided in subsection (b)(3).

(d) A limited liability company may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material.

(e) A member or dissociated member may exercise rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the operating agreement or under subsection (g) applies both to the agent or legal representative and the member or dissociated member.

(f) The rights under this section do not extend to a person as transferee.

(g) In addition to any restriction or condition stated in its operating agreement, a limited liability company, as a matter within the ordinary course of its activities, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness.

(h) A limited liability company must maintain a current list in a record showing the full name and last known street and mailing address of each member in alphabetical order. The list of members must indicate:

(1) for each member that is an entity, the jurisdiction whose laws principally govern its internal affairs;

(2) for each member that is a testamentary, inter vivos, or charitable trust:

(A) the name and principal residence street address of each trustee that is an individual; and

(B) the name and business street address of each trustee that is not an individual; and

(3) for each member that is a decedent’s estate, the name and principal residence street address of each personal representative of the decedent.

(i) The company must designate and continuously have an individual whose principal residence is in the United States who has access to the list. The company may change the name or address of the individual in the manner provided in Section 114 for changing its agent for service of process or the address of its agent for service of process as if the individual and his or her address were the agent for service of process or the address of the agent. A designated individual may change his or her address or may resign from the position of designated individual in the manner provided in Section 115 for an agent for service of process to change its address or resign as if the individual and his or her address were the agent for service of process or the address of that agent.

SECTION 502. TRANSFER OF TRANSFERABLE INTEREST.

(a) A transfer, in whole or in part, of a transferable interest:

(1) is permissible;

(2) does not by itself cause a member’s dissociation or a dissolution and winding up of the limited liability company’s activities; and

(3) subject to Section 504, does not entitle the transferee to:

(A) participate in the management or conduct of the company’s activities; or

(B) except as otherwise provided in subsection (c), have access to records or other information concerning the company’s activities.

(b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.

(c) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company’s transactions only from the date of dissolution.

(d) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate. A company may not issue a certificate in bearer form.

(e) A limited liability company need not give effect to a transferee’s rights under this section until the company has notice of the transfer.

(f) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having notice of the restriction at the time of transfer.

(g) Except as otherwise provided in Section 602(4)(B), when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all duties and obligations of a member.

(h) When a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member’s obligations under Sections 403 and 406(c) known to the transferee when the transferee becomes a member.

SECTION 705. ADMINISTRATIVE DISSOLUTION.

(a) The [Secretary of State] may dissolve a limited liability company administratively if the company does not:

(1) pay, within 60 days after the due date, any fee, tax, or penalty due to the [Secretary of State] under this [act] or law other than this [act]; or

(2) deliver, within 60 days after the due date, its annual report to the [Secretary of State].

(b) If the [Secretary of State] determines that a ground exists for administratively dissolving a limited liability company, the [Secretary of State] shall file a record of the determination and serve the company with a copy of the filed record.

(c) If within 60 days after service of the copy pursuant to subsection (b) a limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the [Secretary of State] that each ground determined by the [Secretary of State] does not exist, the [Secretary of State] shall dissolve the company administratively by preparing, signing, and filing a declaration of dissolution that states the grounds for dissolution. The [Secretary of State] shall serve the company with a copy of the filed declaration.

(d) A limited liability company that has been administratively dissolved continues in existence but, subject to Section 706, may carry on only activities necessary to wind up its activities and liquidate its assets under Sections 702 and 708 and to notify claimants under Sections 703 and 704.

(e) The administrative dissolution of a limited liability company does not terminate the authority of its agent for service of process or relieve it of the obligation to comply with Section 410(h) or (i).
AMENDMENTS TO

UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (2007)

SECTION 102. DEFINITIONS. In this [act]:

* * *

(7.1) “Designating association” means a limited cooperative association with 25 or fewer members.

* * *

(10) “Entity” means a ~~person other than an individual.~~ domestic or foreign:

(A) business corporation;

(B) nonprofit corporation;

(D) limited partnership, including a limited liability limited partnership;

(E) limited liability company;

(F) business trust or statutory trust entity;

(G) unincorporated nonprofit association;

(H) cooperative; or

(I) other person that has a separate legal existence or has the power to acquire an interest in real property in its own name other than:

(i) an individual;

(ii) a testamentary, inter vivos, or charitable trust;

(iii) an association or relationship that is not a partnership solely by reason of [Section 202(c) of the Uniform Partnership Act (1997)] or a similar provision of the law of any other jurisdiction;

(iv) a decedent’s estate; or

(v) a government, a governmental subdivision, agency, or instrumentality, or a quasi-governmental instrumentality.

* * *

SECTION 113. EFFECT OF ORGANIC RULES.

(a) The relations between a limited cooperative association and its members are consensual. Unless required, limited, or prohibited by this [act], the organic rules may provide for any matter concerning the relations among the members of the association and between the members and the association, the activities of the association, and the conduct of its activities.

(b) The matters referred to in paragraphs (1) through [(9)] [(11)] may be varied only in the articles of organization. The articles may:

(1) state a term of existence for the association under Section 105(c);

(2) limit or eliminate the acceptance of new or additional members by the initial board of directors under Section 303(b);

(3) vary the limitations on the obligations and liability of members for association obligations under Section 504;

(4) require a notice of an annual members meeting to state a purpose of the meeting under Section 508(b);

(5) vary the board of directors meeting quorum under Section 815(a);

(6) vary the matters the board of directors may consider in making a decision under Section 820;

(7) specify causes of dissolution under Section 1202(1);

(8) delegate amendment of the bylaws to the board of directors pursuant to Section 405(f);

(9) provide for member approval of asset dispositions under Section 1501; [and]

[[(10)] subject to Section 820, provide for the elimination or limitation of liability of a director to the association or its members for money damages pursuant to Section 818;

[(11)] provide for permitting or making obligatory indemnification under Section 901(a); and]

[(10)] [(12)] provide for any matters that may be contained in the organic rules, including those under subsection (c).

(c) The matters referred to in paragraphs (1) through (25) may be varied only in the organic rules. The organic rules may:

(1) require more information to be maintained under Section 114 or provided to members under Section 505(k);

(2) provide restrictions on transactions between a member and an association under Section 115;

(3) provide for the percentage and manner of voting on amendments to the organic rules by district, class, or voting group under Section 404(a);

(4) provide for the percentage vote required to amend the bylaws concerning the admission of new members under Section 405(e)(5);

(5) provide for terms and conditions to become a member under Section 502;

(6) restrict the manner of conducting members meetings under Sections 506(c) and 507(e);

(7) designate the presiding officer of members meetings under Sections 506(e) and 507(g);

(8) require a statement of purposes in the annual meeting notice under Section 508(b);

(9) increase quorum requirements for members meetings under Section 510 and board of directors meetings under Section 815;

(10) allocate voting power among members, including patron members and investor members, and provide for the manner of member voting and action as permitted by Sections 511 through 517;

(11) authorize investor members and expand or restrict the transferability of members’ interests to the extent provided in Sections 602 through 604;

(12) provide for enforcement of a marketing contract under Section 704(a);

(13) provide for qualification, election, terms, removal, filling vacancies, and member approval for compensation of directors in accordance with Sections 803 through 805, 807, 809, and 810;

(14) restrict the manner of conducting board meetings and taking action without a meeting under Sections 811 and 812;

(15) provide for frequency, location, notice and waivers of notice for board meetings under Sections 813 and 814;

(16) increase the percentage of votes necessary for board action under Section 816(b);

(17) provide for the creation of committees of the board of directors and matters related to the committees in accordance with Section 817;

(18) provide for officers and their appointment, designation, and authority under Section 822;

(19) provide for forms and values of contributions under Section 1002;

(20) provide for remedies for failure to make a contribution under Section 1003(b);

(21) provide for the allocation of profits and losses of the association, distributions, and the redemption or repurchase of distributed property other than money in accordance with Sections 1004 through 1007;

(22) specify when a member’s dissociation is wrongful and the liability incurred by the dissociating member for damage to the association under Section 1101(b) and (c);

(23) provide the personal representative, or other legal representative of, a deceased member or a member adjudged incompetent with additional rights under Section 1103;

(24) increase the percentage of votes required for board of director approval of:

(A) a resolution to dissolve under Section 1205(a)(1);

(B) a proposed amendment to the organic rules under Section 402(a)(1);

(D) a plan of merger under Section 1607(a); and

(E) a proposed disposition of assets under Section 1503(1); and

(25) vary the percentage of votes required for members approval of:

(A) a resolution to dissolve under Section 1205;

(B) an amendment to the organic rules under Section 405;

(D) a plan of merger under Section 1608; and

(E) a disposition of assets under Section 1504.

(d) The organic rules must address members’ contributions pursuant to Section 1001.

(e) The organic rules may not:

(1) vary the requirements of Section 114(d) or (e); or

(2) vary the prohibitions in Sections 601(b) or 603(i) against an association issuing certificates in bearer form evidencing a membership interest or financial rights.

SECTION 114. REQUIRED INFORMATION.

(a) Subject to subsection (b), a limited cooperative association shall maintain in a record available at its principal office:

(1) a list containing the name, last known street address and, if different, mailing address, and term of office of each director and officer;

(2) the initial articles of organization and all amendments to and restatements of the articles, together with a signed copy of any power of attorney under which any article, amendment, or restatement has been signed;

(3) the initial bylaws and all amendments to and restatements of the bylaws;

(4) all filed articles of merger and statements of conversion;

(5) all financial statements of the association for the six most recent years;

(6) the six most recent annual reports delivered by the association to the [Secretary of State];

(7) the minutes of members meetings for the six most recent years;

(8) evidence of all actions taken by members without a meeting for the six most recent years;

(9) a list containing:

(A) the name, in alphabetical order, and last known street address and, if different, mailing address of each patron member and each investor member; and

(B) if the association has districts or classes of members, information from which each current member in a district or class may be identified;

(10) the federal income tax returns, any state and local income tax returns, and any tax reports of the association for the six most recent years;

(11) accounting records maintained by the association in the ordinary course of its operations for the six most recent years;

(12) the minutes of directors meetings for the six most recent years;

(13) evidence of all actions taken by directors without a meeting for the six most recent years;

(14) the amount of money contributed and agreed to be contributed by each member;

(15) a description and statement of the agreed value of contributions other than money made and agreed to be made by each member;

(16) the times at which, or events on the happening of which, any additional contribution is to be made by each member;

(17) for each member, a description and statement of the member’s interest or information from which the description and statement can be derived; and

(18) all communications concerning the association made in a record to all members, or to all members in a district or class, for the six most recent years.

(b) If a limited cooperative association has existed for less than the period for which records must be maintained under subsection (a), the period records must be kept is the period of the association’s existence.

(d) The list of members maintained pursuant to subsection (a)(9) must indicate:

(1) for each member that is an entity, the jurisdiction whose laws principally govern its internal affairs;

(2) for each member that is a testamentary, inter vivos, or charitable trust:

(A) the name and principal residence street address of each trustee that is an individual; and

(B) the name and business street address of each trustee that is not an individual; and

(3) for each member that is a decedent’s estate, the name and principal residence street address of each personal representative of the decedent.

(e) A limited cooperative association must designate and continuously have an individual whose principal residence is in the United States who has access to the list of its members. The association may change the name or address of the individual in the manner provided in Section 118 for changing its agent for service of process or the address of its agent for service of process as if the individual and his or her address were the agent for service of process or the address of the agent. A designated individual may change his or her address or may resign from the position of designated individual in the manner provided in Section 119 for an agent for service of process to change its address or resign as if the individual and his or her address were the agent for service of process or the address of that agent.

SECTION 119. CHANGE OF ADDRESS OR RESIGNATION OF AGENT FOR SERVICE OF PROCESS.

(a) To change its address or resign as an agent for service of process of a limited cooperative association or foreign cooperative, the agent must deliver to the [Secretary of State] for filing a statement of ~~resignation~~ change containing:

(1) the name of the agent ~~and~~;

(2) the name of the association or foreign cooperative

(3) if the address of the agent is to be changed, the new address; and

(4) if the agent is resigning, a statement to that effect.

(b) ~~After receiving a statement of resignation under subsection (a), the~~ The [Secretary of State] shall file it a statement of change delivered under subsection (a) and mail or otherwise provide or deliver a copy to the limited cooperative association or foreign cooperative at its principal office.

(c) An agency for service of process of a limited cooperative association or foreign cooperative terminates on the earlier of:

(1) the 31st day after the [Secretary of State] files a statement of resignation under subsection (b) change that contains the provision described in subsection (a)(4); or

(2) when a record designating a new agent for service of process is delivered to the [Secretary of State] for filing on behalf of the association or foreign cooperative and becomes effective.

SECTION 207. ANNUAL REPORT FOR [SECRETARY OF STATE].

(a) A limited cooperative association or foreign cooperative authorized to transact business in this state shall deliver to the [Secretary of State] for filing an annual report that states:

(1) the name of the association or foreign cooperative;

(2) the street address and, if different, mailing address of the association’s or foreign cooperative’s designated office and the name of its agent for service of process at the designated office;

(3) the street address and, if different, mailing address of the association’s or foreign cooperative’s principal office; ~~and~~

(3.1) a statement as to whether the association is a designating association; and in the case of an annual report filed by a designating association, the name and a residence or business street address in the United States of the individual with access to the list of member required by Section 114(e); and

(4) in the case of a foreign cooperative, the state or other jurisdiction under whose law the foreign cooperative is formed and any alternative name adopted under Section 1405.

(b) Information in an annual report must be current as of the date the report is delivered to the [Secretary of State].

(c) The first annual report must be delivered to the [Secretary of State] between [January 1 and April 1] of the year following the calendar year in which the limited cooperative association is formed or the foreign cooperative is authorized to transact business in this state. An annual report must be delivered to the [Secretary of State] between [January 1 and April 1] of each subsequent calendar year.

(d) If an annual report does not contain the information required by subsection (a), the [Secretary of State] shall promptly notify the reporting limited cooperative association or foreign cooperative and return the report for correction. If the report is corrected to contain the information required by subsection (a) and delivered to the [Secretary of State] not later than 30 days after the date of the notice from the [Secretary of State], it is timely delivered.

(e) If a filed annual report contains an address of the designated office, name of the agent for service of process, or address of the principal office, or name or address of the individual with access to the list of members which differs from the information shown in the records of the [Secretary of State] immediately before the filing, the differing information in the annual report is considered a statement of change.

(f) If a limited cooperative association fails to deliver an annual report under this section, the [Secretary of State] may proceed under Section 1211 to dissolve the association administratively.

(g) If a foreign cooperative fails to deliver an annual report under this section, the [Secretary of State] may revoke the certificate of authority of the cooperative.

SECTION 302. FORMATION OF LIMITED COOPERATIVE ASSOCIATION; ARTICLES OF ORGANIZATION.

(a) To form a limited cooperative association, an organizer of the association must deliver articles of organization to the [Secretary of State] for filing. The articles must state:

(1) the name of the association;

(2) the purposes for which the association is formed;

(3) the street address and, if different, mailing address of the association’s initial designated office and the name of the association’s initial agent for service of process at the designated office;

(4) the street address and, if different, mailing address of the initial principal office;

(5) the name and street address and, if different, mailing address of each organizer; ~~and~~

(6) the term for which the association is to exist if other than perpetual; and

(7) if the association is a designating association:

(A) a statement that the association is a designating association; and

(B) the name and a residence or business street address in the United States of the initial individual designated by the association in compliance with Section 114(e) who has access to the record of the association’s members.

(b) Subject to Section 113(a), articles of organization may contain any other provisions in addition to those required by subsection (a).

(c) A limited cooperative association is formed after articles of organization that substantially comply with subsection (a) are delivered to the [Secretary of State], are filed, and become effective under Section 203(c).

(d) If articles of organization filed by the [Secretary of State] state a delayed effective date, a limited cooperative association is not formed if, before the articles take effect, an organizer signs and delivers to the [Secretary of State] for filing a statement of cancellation.

(e) A limited cooperative association may amend its articles of organization to delete the information required by subsection (a)(7) at any time after it has filed its first annual report under Section 207 or has ceased to be a designating association.

(f) Subsection (a)(7) does not apply to articles of organization that took effect before [the effective date of subsection (a)(7)].

SECTION 601. MEMBER’S INTEREST.

(a) A member’s interest:

(1) is personal property;

(2) consists of:

(A) governance rights;

(B) financial rights; and

(3) may be in certificated or uncertificated form.

(b) A limited cooperative association may not issue a certificate evidencing a members’ interest in bearer form.

SECTION 603. TRANSFERABILITY OF MEMBER’S INTEREST.

(a) The provisions of this [act] relating to the transferability of a member’s interest are subject to [reference to Uniform Commercial Code].

(b) Unless the organic rules otherwise provide, a member’s interest other than financial rights is not transferable.

(c) Unless a transfer is restricted or prohibited by the organic rules, a member may transfer its financial rights in the limited cooperative association.

(d) The terms of any restriction on transferability of financial rights must be:

(1) set forth in the organic rules and the member records of the association; and

(2) conspicuously noted on any certificates evidencing a member’s interest.

(e) A transferee of a member’s financial rights, to the extent the rights are transferred, has the right to share in the allocation of profits or losses and to receive the distributions to the member transferring the interest to the same extent as the transferring member.

(f) A transferee of a member’s financial rights does not become a member upon transfer of the rights unless the transferee is admitted as a member by the limited cooperative association.

(g) A limited cooperative association need not give effect to a transfer under this section until the association has notice of the transfer.

(h) A transfer of a member’s financial rights in violation of a restriction on transfer contained in the organic rules is ineffective as to a person having notice of the restriction at the time of transfer.

(i) A limited cooperative association may not issue a certificate evidencing financial rights in bearer form.

SECTION 1211. ADMINISTRATIVE DISSOLUTION.

(a) The [Secretary of State] may dissolve a limited cooperative association administratively if the association does not:

(1) pay, not later than 60 days after the due date, any fee, tax, or penalty due to the [Secretary of State] under this [act] [or other law]; or

(2) deliver not later than 60 days after the due date its annual report to the [Secretary of State].

(b) If the [Secretary of State] determines that a ground exists for dissolving a limited cooperative association administratively, the [Secretary of State] shall file a record of the determination and serve the association with a copy of the record.

(c) If, not later than 60 days after service of a copy of the [Secretary of State’s] determination under subsection (b), the association does not correct each ground for dissolution or demonstrate to the satisfaction of the [Secretary of State] that each uncorrected ground determined by the [Secretary of State] does not exist, the [Secretary of State] shall dissolve the association administratively by preparing and filing a declaration of dissolution which states the grounds for dissolution. The [Secretary of State] shall serve the association with a copy of the declaration.

(d) A limited cooperative association that has been dissolved administratively continues its existence only for purposes of winding up its activities.

(e) The administrative dissolution of a limited cooperative association does not terminate the authority of its agent for service of process or relieve it of the obligation to comply with Section 114(d) or (e).