10-32.1-05. Application to existing relationships

10-32.1-05. Application to existing relationships

1. On or after July 1, 2015, a limited liability company may not be formed under chapter

10-32.

2. Before January 1, 2016, this chapter governs only:

a. A limited liability company formed on or after July 1, 2015; and

b. Except as otherwise provided in subsection 3, a limited liability company formed

before July 1, 2015, which elects, in the manner provided in its articles of

organization, operating agreement or bylaws for amending the operating

agreement, to be subject to this chapter.

3. Except as otherwise provided in subsection 4, on and after January 1, 2016, this

chapter governs all limited liability companies.

4. For the purposes of applying this chapter to a limited liability company formed before

July 1, 2015:

a. The articles of organization of the limited liability company under chapter 10-32 at

the time the limited liability company becomes subject to this chapter are deemed

to be the articles of organization of the limited liability company; and

b. For the purposes of applying subsection 35 of section 10-32.1-02, and subject to

subsection 4 of section 10-32.1-15, the language in the articles of organization,

and any bylaws, operating agreement, or member control agreement, or any

combination of those documents of a limited liability company formed before

July 1, 2015, that becomes subject to this chapter will operate as if that language

were in the operating agreement of the limited liability company when it becomes

subject to this chapter; and

c. Subject to the operating agreement of the limited liability company:

(1) The limited liability company shall keep the records specified in

subdivision k of subsection 1 of section 10-32-51, at the principal executive

office of the limited liability company, or at another place or places within the

United States as determined under subsection 1 of section 10-32-51, before

the limited liability company became subject to this chapter;

(2) For the purpose of applying paragraph 1, subsections 3 and 4 of section

10-32-56, continue to apply to the limited liability company as if those

provisions had not been repealed;

(3) Subsection 1 of section 10-32.1-30, does not apply to the limited liability

company;

(4) The profits and losses of the limited liability company are to be allocated

among the members, and among classes and series of members, in

proportion to the value of the contributions of the members reflected in the

records required by paragraph 1;

(5) The voting power of each membership interest is in proportion to the value

of the contributions of the members reflected in the records required by

paragraph 1;

(6) Distributions of cash or other assets of the limited liability company,

including distributions on the dissolution of the limited liability company, must

be allocated in proportion to the value of the contributions of the members

reflected in the records required by paragraph 1;

(7) Subdivision a of subsection 1 and subsections 2 and 3 of 10-32-54 and

section 10-32-55 continue to apply to the limited liability company as if those

provisions had not been repealed; and

(8) For the purpose of applying paragraph 7, subsection 1 of section 10-32-40.1

continues to apply to the limited liability company as if that provision had not

been repealed.