§ 4-38-107 — Operating agreement - Effect on third parties and relationship to records effective on behalf of limited liability company

(a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the 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. (b) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Subject only to a court order issued under § 4-38-503(b)(2) [repealed] to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member: (1) is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or person dissociated as a member; and (2) is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member. (c) If a record delivered by a limited liability company to the Secretary of State for filing becomes effective and contains a provision that would be ineffective under § 4-38-105(e) or § 4-38-105(f)(3) if contained in the operating agreement, the provision is ineffective in the record. (d) Subject to subsection (c), if a record delivered by a limited liability company to the Secretary of State for filing becomes effective and conflicts with a provision of the operating agreement: (1) the agreement prevails as to members, persons dissociated as members, transferees, and managers; and (2) the record prevails as to other persons to the extent they reasonably rely on the record.

Legislative History

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.