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Statutes Text

Article - Corporations and Associations


    Unless otherwise provided by law or unless otherwise agreed, a limited liability company has the general powers, whether or not set forth in its articles of organization or operating agreement, to:

        (1)    Have perpetual existence, although existence may be limited to a specified period of time if the limitation is set forth in its articles of organization;

        (2)    Sue, be sued, complain, and defend in all courts;

        (3)    Transact its business, carry on its operations, and have and exercise the powers granted by this article in any state and in any foreign country;

        (4)    Make contracts and guarantees, incur liabilities, and borrow money;

        (5)    Sell, lease, exchange, transfer, convey, mortgage, pledge, and otherwise dispose of any of its assets;

        (6)    Acquire by purchase or in any other manner, take, receive, own, hold, improve, and otherwise deal with any interest in real or personal property, wherever located;

        (7)    Issue notes, bonds, and other obligations and secure any of them by mortgage or deed of trust or security interest of any or all of its assets;

        (8)    Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of and otherwise use and deal in and with stock or other interests in and obligations of other corporations, associations, general or limited partnerships, limited liability companies, foreign limited liability companies, business trusts, and individuals;

        (9)    Invest its surplus funds, lend money in any manner which may be appropriate to enable it to carry on the operations or fulfill the purposes of the limited liability company, and take and hold real property and personal property as security for the payment of funds so loaned or invested;

        (10)    Render professional services within or without this State;

        (11)    Elect or appoint agents and define their duties and fix their compensation;

        (12)    Sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets;

        (13)    Be a promoter, stockholder, partner, member, associate, or agent of any corporation, partnership, limited liability company, foreign limited liability company, joint venture, trust, or other enterprise;

        (14)    Indemnify and hold harmless any member, agent, or employee from and against any and all claims and demands, except in the case of action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness, and subject to the standards and restrictions, if any, set forth in the articles of organization or operating agreement;

        (15)    Make and alter operating agreements as provided in § 4A–402(a) of this title;

        (16)    Cease its activities and dissolve; and

        (17)    Do every other act not inconsistent with law which is appropriate to promote and attain the purposes of the limited liability company.

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