N.D. Cent. Code § 10-32.1-15
This is the official text of N.D. Cent. Code § 10-32.1-15, part of North Dakota’s Cent. Code — part of the compiled statutory law of North Dakota, published by the state as "Cent. Code." Browse the sections below, each linked to its official government source.
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10-32.1-15. Operating agreement - Effect on third parties and relationship to records effective on behalf of a limited liability company
Official statutory text
10-32.1-15. Operating agreement - Effect on third parties and relationship to records
effective on behalf of a limited liability company.
1. An operating agreement may specify that its amendment requires the approval of a
person that is not a party to the operating agreement or the satisfaction of a condition.
An amendment is ineffective if its adoption does not include the required approval or
satisfy the specified condition.
2. The obligations of a limited liability company and its members to a person in the
capacity of the person as a transferee or dissociated member are governed by the
operating agreement. Subject only to any court order issued under section 10-32.1-45,
to effectuate a charging order, an amendment to the operating agreement made after
a person becomes a transferee or dissociated member is effective with regard to any
debt, obligation, or other liability of the limited liability company or its members to the
person in the capacity of the person as a transferee or dissociated member.
3. If a record that has been delivered by a limited liability company to the secretary of
state for filing has become effective under this chapter and contains a provision that
would be ineffective under subsection 3 of section 10-32.1-13, if contained in the
operating agreement, then the provision is likewise ineffective in the record.
4. Subject to subsection 3, if a record that has been delivered by a limited liability
company to the secretary of state for filing has become effective under this chapter
and conflicts with a provision of the operating agreement, then:
a. The operating agreement prevails as to members, dissociated members,
transferees, managers, and governors; and
b. The record prevails as to other persons to the extent they reasonably rely on the
record.
effective on behalf of a limited liability company.
1. An operating agreement may specify that its amendment requires the approval of a
person that is not a party to the operating agreement or the satisfaction of a condition.
An amendment is ineffective if its adoption does not include the required approval or
satisfy the specified condition.
2. The obligations of a limited liability company and its members to a person in the
capacity of the person as a transferee or dissociated member are governed by the
operating agreement. Subject only to any court order issued under section 10-32.1-45,
to effectuate a charging order, an amendment to the operating agreement made after
a person becomes a transferee or dissociated member is effective with regard to any
debt, obligation, or other liability of the limited liability company or its members to the
person in the capacity of the person as a transferee or dissociated member.
3. If a record that has been delivered by a limited liability company to the secretary of
state for filing has become effective under this chapter and contains a provision that
would be ineffective under subsection 3 of section 10-32.1-13, if contained in the
operating agreement, then the provision is likewise ineffective in the record.
4. Subject to subsection 3, if a record that has been delivered by a limited liability
company to the secretary of state for filing has become effective under this chapter
and conflicts with a provision of the operating agreement, then:
a. The operating agreement prevails as to members, dissociated members,
transferees, managers, and governors; and
b. The record prevails as to other persons to the extent they reasonably rely on the
record.
Status: in_force · Read it on the official government site
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