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Limited Company (Amendment) Act 2009

REPUBLIC OF THE MARSHALL ISLANDS

30th CONSTITUTIONAL REGULAR SESSION, 2009

BILL NO.:60
P.L. 2009 - 32

LIMITED LIABILITY COMPANY (AMENDMENT) ACT, 2009
_______________

AN ACT

to amend Section 9(1) and Section 46(1) of the Marshall Islands Limited Liability Company Act, in order to clarify the events which trigger an automatic dissolution of a limited liability company and to rectify inconsistencies between Section 9(1)(c), Section 46(1)(d), and Section 46(4).

ENACTED BY THE NITIJELA OF THE REPUBLIC OF THEMARSHALL ISLANDS:

Section l. Short Title.

This Act may be cited as the Limited Liability Company (Amendment) Act, 2009.

Section 2. Amendments.

Section 9(1) of the Marshall Islands Limited Liability Company Act is hereby amended to read as follows:

§ 9. Certificate of formation.

(1) In order to form a limited liability company, one (1) or more authorized persons must execute a certificate of formation. The certificate of formation shall be filed in the Office of the Registrar of Corporations and set forth:

(a) the name of the limited liability company;

(b) the name and address of the registered agent for service of process required to be maintained by section 5 of this Act;

(c) if the limited liability company is to have a specific date of dissolution, the latest date on which the limited liability company is to dissolve but if no such time is set forth in the certificate of formation, then the limited liability company shall have perpetual existence; and

(d) any other matters the members determine to include therein.

Section 46(1) of the Marshall Islands Limited Liability Company Act is hereby amended to read as follows:

§ 46. Dissolution.

(1) A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following:

(a) at the time specified in the certificate of formation; or

(b) upon the happening of events specified in a limited liability company agreement; or

(c) the written consent of all members; or, if there is more than one (1) class or group of members, then by each class or group of members, in either case, by members who own more than two-thirds of the then current percentage or other interest in the profits of the limited liability company owned by all of the members or by the members in each class or group, as appropriate; or

(d) the entry of a decree of judicial dissolution under section 47 of this division.

Section 3. Effective Date.

This Act shall take effect in accordance with the Constitution and the Rules of Procedure of the Nitijela.

CERTIFICATE

I hereby certify:

1. That Nitijela Bill No: 60 was passed by the Nitijela of the Republic of the Marshall Islands on the 14^th day of October , 2009; and

2. That I am satisfied that Nitijela Bill No: 60 was passed in accordance with the relevant provisions of the Constitution of the Republic of the Marshall Islands and the Rules of Procedures of the Nitijela.

I hereby place my signature before the Clerk this 9^th day of November , 2009.

Attest: