48-231-301 - Court action.
48-231-301. Court action.
(a) If a demand for payment under § 48-231-209 remains unsettled, the LLC shall commence a proceeding within two (2) months after receiving the payment demand and petition the court to determine the fair value of the membership interest and accrued interest. If the LLC does not commence the proceeding within the two-month period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
(b) The LLC shall commence the proceeding in a court of record having equity jurisdiction in the county where the LLC's principal executive office (or, if none in this state, its registered office) is located. If the LLC is a foreign LLC without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic LLC merged with, or whose membership interests were acquired by, the foreign LLC was located.
(c) The LLC shall make all dissenters (whether or not residents of this state) whose demands remain unsettled, parties to the proceeding as in an action against their membership interests, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.
(d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) is plenary and exclusive. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.
(e) Each dissenter made a party to the proceeding is entitled to judgment:
(1) For the amount, if any, by which the court finds the fair value of the dissenter's membership interest plus accrued interest exceeds the amount paid by the LLC; or
(2) For the fair value, plus accrued interest, of such dissenter's after-acquired membership interests for which the LLC elected to withhold payment under § 48-231-208.
(f) The LLC is entitled to judgment against each specific dissenter for the amount, if any, by which the court finds the fair value of such dissenter's membership interest, plus accrued interest, is less than the amount paid by the LLC to each dissenter.
[Acts 1994, ch. 868, § 1.]