§1522. Provisions of the chapter that may not be modified by the limited liability company
agreement








1. Prohibited contents.  
A limited liability company agreement may not:





A. Vary the distinction between the limited liability company as an entity and its members
under section 1504, subsection 1; [2009, c. 629, Pt. A, §2 (NEW); 2009, c. 629, Pt. A, §3 (AFF).]











B. Vary a limited liability company's capacity under section 1505 to sue and be sued
in its own name; [2009, c. 629, Pt. A, §2 (NEW); 2009, c. 629, Pt. A, §3 (AFF).]











C. Vary the law applicable under section 1506; [2009, c. 629, Pt. A, §2 (NEW); 2009, c. 629, Pt. A, §3 (AFF).]











D. Except as otherwise provided in section 1524, subsection 2, restrict the rights under this chapter of a person other than a member
or transferee; [2011, c. 113, Pt. A, §6 (AMD).]










E. Vary the power of the court under section 1677; [2009, c. 629, Pt. A, §2 (NEW); 2009, c. 629, Pt. A, §3 (AFF).]











F. Eliminate or limit a member's liability to the limited liability company and members
for money damages for a bad faith violation of the implied contractual covenant of
good faith and fair dealing; [2009, c. 629, Pt. A, §2 (NEW); 2009, c. 629, Pt. A, §3 (AFF).]











G. Waive the requirement of section 1553, subsection 1 that a contribution obligation
be in writing; or [2009, c. 629, Pt. A, §2 (NEW); 2009, c. 629, Pt. A, §3 (AFF).]











H. Vary the requirement to wind up the limited liability company's business as specified
in section 1597. [2009, c. 629, Pt. A, §2 (NEW); 2009, c. 629, Pt. A, §3 (AFF).]








[
2011, c. 113, Pt. A, §6 (AMD)
.]








2. Good faith and fair dealing.  
Notwithstanding any contrary provision of law, there exists an implied contractual
covenant of good faith and fair dealing in every limited liability company agreement.


[
2011, c. 113, Pt. A, §7 (AMD)
.]





SECTION HISTORY

2009, c. 629, Pt. A, §2 (NEW).
2009, c. 629, Pt. A, §3 (AFF).
2011, c. 113, Pt. A, §§6, 7 (AMD).