[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
(a) 
The laws of the jurisdiction under which the foreign limited liability company is organized shall govern its organization and internal affairs and the liability and authority of its managers and members, regardless of whether the foreign LLC obtained or should have obtained a certificate of registration under this Part 10. However, a foreign LLC that has filed a certificate of conversion under Part 8 to become a domestic LLC shall be subject to the requirements of this chapter governing domestic LLCs on the effective date of the conversion and shall not be subject to the requirements of this chapter governing foreign LLCs.
(b) 
A foreign LLC may not be denied a certificate of registration by reason of any difference between the laws of the other jurisdiction under which it is organized and the laws of the Tribe.
(c) 
A foreign LLC holding a valid certificate of registration under this Part 10 shall have no greater rights and privileges than a domestic LLC. Registration may not be considered to authorize a foreign LLC to exercise any powers or purposes that a domestic LLC is forbidden by law to exercise.
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
(a) 
A foreign limited liability company may not transact business on Tribal Lands until it obtains a certificate of registration from the Office of the Secretary.
(b) 
Activities that for the purposes of Subsection (a) do not constitute transacting business include, but are not limited to:
(1) 
Maintaining, defending, or settling any civil, criminal, administrative, or investigatory proceeding.
(2) 
Holding meetings of its owners or managers or carrying on other activities concerning its internal affairs.
(3) 
Maintaining financial institution accounts.
(4) 
Maintaining offices or agencies for the transfer, exchange and registration of the foreign LLCs own securities or interests or maintaining trustees or depositories with respect to those securities or interests.
(5) 
Selling through independent contractors.
(6) 
Soliciting or obtaining orders, by mail or through employees or agents or otherwise, if the orders require acceptance outside Tribal Lands before they become contracts.
(7) 
Lending money or creating or acquiring indebtedness, mortgages, and security interests in property.
(8) 
Securing or collecting debts or enforcing mortgages and security interests in property security the debts.
(A) 
Owning, without more, property.
(B) 
Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.
(C) 
Transacting business in interstate commerce.
(c) 
A foreign LLC shall not be considered to be transacting business on Tribal Lands solely because of any of the following:
(1) 
The foreign LLC owns a controlling interest in a corporation that is transacting business on Tribal Lands.
(2) 
The foreign LLC is a limited partner of a limited partnership that is transacting business on Tribal Lands.
(3) 
The foreign LLC is an owner or manager of a limited liability company or a foreign LLC that is transacting business on Tribal Lands.
(4) 
The foreign limited liability partnership is a limited partner of a limited partnership that is transacting business on Tribal Lands.
(d) 
This section does not apply in determining the contracts or activities that may subject a foreign limited liability company to service of process or taxation on Tribal Lands or to regulation under any other law of the Tribe.
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
(a) 
A foreign LLC transacting business without a certificate of registration may not maintain a proceeding in Tribal Court until the foreign LLC obtains a certificate of registration.
(b) 
Neither the successor to a foreign LLC that transacted business on Tribal Lands without a certificate of registration nor the assignee of a cause of action arising out of that business may maintain a proceeding based on that cause of action in Tribal Court until the foreign LLC or its successor obtains a certificate of registration.
(c) 
The Tribal Court may stay a proceeding commenced by a foreign LLC, or its successor or assignee, until the Tribal Court determines if the foreign LLC or its successor requires a certificate of registration. If the Tribal Court determines that a certificate is required, the Tribal Court may further stay the proceedings until the foreign LLC or its successor obtains the certificate of registration.
(d) 
The failure of a foreign LLC to obtain a certificate of registration does not do any of the following:
(1) 
Impair the validity of any contract or act of the foreign LLC or its title to property on Tribal Lands.
(2) 
Affect the right of any other party to contract to maintain any action, suit or proceeding on a contract.
(3) 
Prevent the foreign LLC from defending any proceeding in Tribal Court.
(e) 
Civil penalty.
(1) 
A foreign LLC that transacts business on Tribal Lands without a certificate of registration is liable to the Tribe, for each year or any part of a year during which it transacted business on Tribal Lands without a certificate of registration, in an amount equal to the sum of the following:
(A) 
All fees that would have been imposed by this Part 10 upon the foreign LLC had it applied for and received a certificate of registration.
(B) 
50% of the amount owed under Subsection (e)(1)(A) above or $5,000, whichever is less.
(2) 
The foreign LLC shall pay the amount owed under Subsection (e)(1) to the Office of the Secretary. The Secretary may not issue a certificate of registration to the foreign LLC until the amount owed is paid.
(f) 
An owner or manager of a foreign LLC is not liable for the debts and obligations of the LLC solely because the LLC transacted business on Tribal Lands without a certificate of registration.
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
(a) 
A foreign LLC may apply for a certificate of registration to transact business on Tribal Lands by delivering an application to the Office of the Secretary for filing signed by a person with authority to do so under the laws of the state or other jurisdiction of its organization. The application shall include all of the following:
(1) 
The name of the foreign limited liability company and, if different, the name under which it proposes to transact business on Tribal Lands.
(2) 
The name of the state or other jurisdiction under whose laws it is organized.
(3) 
The date of its organization.
(4) 
The street address of its registered office on Tribal Lands and the name of its registered agent at that office.
(5) 
If management of the LLC is vested in one or more managers, a statement to that effect.
(6) 
The street address of the office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or jurisdiction or, if no office is required, its principal office.
(7) 
A statement that the applicant is a foreign limited liability company.
(8) 
A statement that the foreign limited liability company is in good standing in the state or other jurisdiction under whose laws it is organized.
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
A certificate of registration may not be issued to a foreign LLC unless its name satisfies Section 806. If the name under which a foreign LLC is registered in the jurisdiction of its formation does not satisfy Section 806, the foreign LLC may obtain a certificate of registration to transact business on Tribal Lands under a fictitious name that is available and that satisfies Section 806.
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
(a) 
A foreign LLC authorized to transact business on Tribal Lands shall obtain an amended certificate of registration from the Office of the Secretary if the foreign LLC changes any of the following:
(1) 
Its name or the fictitious name under which it has been issued a certificate of registration.
(2) 
The state or jurisdiction under whose laws it is organized or its date of organization.
(3) 
Whether management of the foreign LLC is vested in one or more managers.
(b) 
The requirements of Section 892 for obtaining an original certificate of registration apply to obtaining an amended certificate of registration.
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
(a) 
A foreign LLC authorized to transact business on Tribal Lands shall continuously maintain on Tribal Lands a registered office and registered agent. The registered office may, but need not, be the same as any of its places of business on Tribal Lands, if any.
(b) 
A foreign LLC may change its registered office or registered agent, or both, by filing a written notice of change containing the name of its registered agent and the street address of its registered office, as changed, with the Office of the Secretary and paying the filing fee.
(c) 
The registered agent of a foreign LLC may resign as a registered agent by delivering to the Office of the Secretary for filing a written statement of registration and the appointment by the foreign LLC of another registered agent.
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
(a) 
Except as otherwise provided in Subsection (b) and (c), the registered agent of a foreign LLC authorized to transact business on Tribal Lands is the foreign LLC's agent for service of process, notice, or demand required or permitted by law to be served on the foreign LLC.
(b) 
A foreign LLC authorized to transact business on Tribal Lands may be served in the manner provided in Subsection (d) if the foreign LLC has no registered agent or its registered agent cannot with reasonable diligence be served.
(c) 
A foreign LLC formerly authorized to transact business on Tribal Lands may be served in the manner provided in Subsection (d) in any civil, criminal, administrative or investigatory proceeding based on a cause of action arising while it was authorized to transact business on Tribal Lands, if the foreign LLC has withdrawn its registration under Section 897.
(d) 
With respect to a foreign LLC described in Subsection (b) or (c), the foreign LLC may be served by registered or certified mail, return receipt requested, addressed to the foreign LLC at its principal office as shown on the records of the Office of the Secretary. Service is perfected under this paragraph at the earliest of the following:
(1) 
The date on which the foreign LLC receives the mail.
(2) 
The date shown on the return receipt, if signed on behalf of the foreign LLC.
(3) 
Five days after the mail is deposited in the U.S. mail, if mailed postpaid and correctly addressed.
(e) 
This section does not limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a foreign LLC in any other manner permitted by law.
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
(a) 
A foreign LLC authorized to transact business on Tribal Lands may not withdraw until it obtains a certificate of withdrawal from the Office of the Secretary.
(b) 
A foreign LLC authorized to transact business on Tribal Lands may apply for a certificate of withdrawal by delivering an application to the Office of the Secretary for filing signed by a person with authority to do so under the laws of the state or other jurisdiction of its organization. The application shall include all of the following:
(1) 
The name of the foreign LLC and the name of the state or jurisdiction under whose laws it is organized.
(2) 
A statement that the foreign LLC is not transacting business on Tribal Lands and that it surrenders its authority to transact business on Tribal Lands.
(3) 
A statement that the foreign LLC revokes the authority of its registered agent to accept service on its behalf and that it consents to services of process under Section 896(c) and (d) in any proceeding based on a cause of action arising while it was authorized to transact business on Tribal Lands.
(4) 
An address to which a person may mail a copy of any process against the foreign LLC.
(5) 
A commitment to notify the Office of the Secretary in the future of any change in the mailing address of the foreign LLC principal office.
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
(a) 
Except as provided in Subsection (b), the Office of the Secretary may bring a proceeding under Section 899 to revoke the certificate of registration of a foreign LLC registered to transact business on Tribal Lands if any of the following applies:
(1) 
The foreign LLC failed to file its annual report with the Office of the Secretary within four months after it is due.
(2) 
The foreign LLC does not pay, within four months after they are due, any fees or penalties due the Office of the Secretary under this Tribal Limited Liability Company Code.
(3) 
The foreign LLC is without a registered agent or registered office on Tribal Lands for at least six months.
(4) 
The foreign LLC obtained a certificate of registration through fraud.
(5) 
The Office of the Secretary receives an authenticated certificate from the Secretary of State or other official having custody of LLC records in the state or country under whose law the foreign LLC is incorporated stating that it has been dissolved or disappeared as the result of a merger.
(b) 
The Tribal Court may revoke the certificate of registration of the foreign LLC registered to transact business on Tribal Lands. The Tribal Court shall notify the Office of the Secretary of the action, and the Office of the Secretary shall revoke the foreign LLC's certificate of registration under Section 899(b)(2).
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
(a) 
If the Office of the Secretary determines that one or more grounds exist under Section 898(a) for revocation of a certificate of registration, the Office of the Secretary shall give the foreign LLC written notice of the determination by first class mail, addressed to the foreign LLC's registered office.
(b) 
Correction of grounds.
(1) 
Within 60 days after the notice takes effect, the foreign LLC shall correct each ground for revocation or demonstrate to the reasonable satisfaction of the Office of the Secretary that each ground determined by the Office of the Secretary does not exist.
(2) 
If the foreign LLC fails to satisfy Subsection (b)(1) above, the Office of the Secretary may revoke the foreign LLC's certificate of registration by entering a notation in the Office's records to reflect each ground for revocation and the effective date of the revocation. The Office of the Secretary shall give written notice of those facts to the foreign LLC by first class mail, addressed to the foreign LLC's registered office.
(c) 
If any such notice under this section is undeliverable, then the Office of the Secretary shall give written notice to the foreign LLC addressed to the principal office of the foreign LLC. Notice to the registered office or principal office takes effect at the earliest of the following:
(1) 
When received.
(2) 
Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.
(3) 
On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
(d) 
The authority of a foreign LLC to transact business on Tribal Lands, other than as provided in Section 890(b), ends as of the effective date of revocation of its certificate of registration as reflected in the records of the Office of the Secretary.
(e) 
If the Office of the Secretary or the Tribal Court revokes a foreign LLC's certificate of registration, the foreign LLC may be served under Section 896(c) and (d) or the foreign LLC's registered agent may be served until the registered agent's authority is terminated, in any proceeding based on a cause of action which arose while the foreign LLC was registered to transact business on Tribal Lands.
(f) 
Revocation of a foreign LLC's certificate of registration does not terminate the authority of its registered agent.
[History: Tribal Act #11-29.2313, enacted by Tribal Council February 15, 2012.]
(a) 
A foreign LLC may appeal the Office of the Secretary's revocation of its certificate of registration under Section 898(a) to the Tribal Court. The foreign LLC shall appeal by petitioning the Tribal Court to set aside the revocation and attaching to the petition copies of its certificate of registration and the Office of the Secretary's notice of revocation.
(b) 
The Tribal Court may order the reinstatement of the certificate of registration or may take any other action that the Tribal Court considers appropriate.
(c) 
The Tribal Court's final decision may be appealed as in other civil proceedings.