Section 10.50.735. Authority to sue on behalf of company.

   (a) Except as provided in AS 10.50.320, and unless otherwise provided in an operating agreement of the company, a person may not bring a court action on behalf of a limited liability company in the name of the company unless the person is authorized under (b) or (c) or this section to bring the action.
   (b) Whether or not the company is managed by a manager, a member of a limited liability company may bring a court action on behalf of the company in the name of the company if the member is authorized to bring the action by more than one-half of all of the members of the company who are eligible to consent to the authorization, unless a larger number of the members is required under AS 10.50.150(c) for the authorization. When determining whether the required number of members consent under AS 10.50.150, the total number of all members does not include a member who has an interest in the outcome of the action that is adverse to the interest of the company and the member with the adverse interest is excluded from determining the authorization.
   (c) A manager of a limited liability company may bring a court action on behalf of the company in the name of the company if the manager is authorized to bring the action by the consent required under AS 10.50.150 of the members eligible to consent to the authorization. When determining the number of managers required to consent under AS 10.50.150, the number does not include a manager who has an interest in the outcome of the action that is adverse to the interest of the company and the manager with the adverse interest is excluded from determining the authorization.

Authorities

10.50.320

Notes

References

AS 10.50.320 Liability of members receiving prohibited distributions; suit against members.

History

(Sec. 1 ch 99 SLA 1994)