Section 1522 - Provisions of the chapter that may not be modified by the limited liability company agreement1.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).]
Amended by 2011, c. 113,§§ A-6, A-7, eff. 7/1/2011.2009, c. 629, Pt. A, §2 (NEW) . 2009, c. 629, Pt. A, §3 (AFF) .