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https://law.justia.com/codes/alabama/title-10a/chapter-5/article-9/section-10a-5-9-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 9 - Merger and Consolidation.›Section 10A-5-9.01 - Merger and Consolidation. Repealed in the 2014 Regular Session by Act 2014-144...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 9 - Merger and Consolidation. › Section 10A-5-9.01 - Merger and Consolidation. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
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Section 10A-5-9.01
Merger and consolidation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) Pursuant to any agreement, a domestic limited liability company may merge or consolidate with or into one or more limited liability companies or other business entities formed or organized under the laws of this state, any other state, the United States, or any foreign jurisdiction, with the domestic limited liability company or the other business entity being the surviving or resulting domestic limited liability company or other business entity. Except as otherwise specifically provided for in the operating agreement, a merger shall be approved by each domestic limited liability company which is to merge by all the members at the time approval of the merger is voted on.
(b) Notwithstanding prior approval, an agreement of merger may be terminated prior to filing articles of merger with the Secretary of State or amended pursuant to a provision for the termination or amendment contained in the agreement of merger.
(Acts 1993, No. 93-724, p. 1425, §54; §10-12-54; amended and renumbered by Act 2009-513, p. 967, §242.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5/article-9/section-10a-5-9-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 9 - Merger and Consolidation.›Section 10A-5-9.02 - Requirements for Articles of Merger; Effective Date. Repealed in the 2014 Regul...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 9 - Merger and Consolidation. › Section 10A-5-9.02 - Requirements for Articles of Merger; Effective Date. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
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Section 10A-5-9.02
Requirements for articles of merger; effective date. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) If a domestic limited liability company is merging under this chapter, the domestic limited liability company or other business entity surviving or resulting from the merger shall file articles of merger in the Office of the Secretary of State. If a domestic limited liability company is filing the articles of merger, the articles of merger shall be signed by at least one member of the domestic limited liability company, and if another business entity is filing the articles of merger, the articles of merger shall be signed by a person authorized by the other business entity. The articles of merger shall state all of the following:
(1) The name, jurisdiction, and date of formation or organization of each of the domestic limited liability companies or other business entities that are to merge.
(2) That an agreement of merger has been approved and executed by each of the domestic limited liability companies or other business entities that are to merge.
(3) The name of the surviving or resulting domestic limited liability company or other business entity.
(4) The future effective date or time, which shall be a date or time certain, of the merger if it is not to be effective upon the filing of the articles of merger.
(5) That the agreement of merger is on file at a place of business of the surviving or resulting domestic limited liability company or other business entity, and shall state the street address of that place of business.
(6) That a copy of the agreement of merger will be furnished by the surviving or resulting domestic limited liability company or other business entity, on request and without cost, to any member of any domestic limited liability company or any person holding an interest in any other business entity which is a party to the merger.
(7) If the surviving or resulting entity is not a domestic limited liability company or other business entity organized under the laws of this state, a statement that the foreign business entity consents to service of process on it by registered mail addressed to the foreign business entity at the office required to be maintained in the state or other jurisdiction where it is organized by the laws of that state or, other jurisdiction, or, if not so required, at its principal office, if it has not appointed an agent under Section 10A-1-5.31 or if that agent cannot be found or served with the exercise of reasonable diligence.
(b) A merger shall be effective upon the filing in the Office of the Secretary of State of the articles of merger unless a future effective date or time is provided in the articles of merger, in which event the merger shall be effective at the future date or time specified.
(Acts 1993, No. 93-724, p. 1425, §55; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-55; amended and renumbered by Act 2009-513, p. 967, §242.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5/article-9/section-10a-5-9-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 9 - Merger and Consolidation.›Section 10A-5-9.03 - Vesting of Certain Rights, Privileges, Powers, Property, Liabilities, and Dutie...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 9 - Merger and Consolidation. › Section 10A-5-9.03 - Vesting of Certain Rights, Privileges, Powers, Property, Liabilities, and Duties. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
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Section 10A-5-9.03
Vesting of certain rights, privileges, powers, property, liabilities, and duties. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) When any merger has become effective under this chapter, for all purposes of the laws of the state, all the rights, privileges, and powers of each of the domestic limited liability companies and other business entities that have merged, and all property, real, personal, and mixed, and all debts due to any of the domestic limited liability companies and other business entities, as well as all other things and causes of action belonging to each of the domestic limited liability companies and other business entities, shall be vested in the surviving or resulting domestic limited liability company or other business entity, and shall thereafter be the property of the surviving or resulting domestic limited liability company or other business entity as they were of each of the domestic limited liability companies and other business entities that have merged. The title to any real property vested by deed or otherwise in any of the domestic limited liability companies and other business entities shall not revert or be in any way impaired by reason of this chapter.
(b) All rights of creditors and all liens upon any property of any of the domestic limited liability companies and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of the domestic limited liability companies and other business entities that have merged shall attach to the surviving or resulting domestic limited liability company or other business entity, and may be enforced against it to the same extent as if the debts, liabilities, and duties had been incurred or contracted by it.
(c) Unless otherwise provided in the articles of merger, a merger, of a domestic limited liability company, including a domestic limited liability company which is not the surviving or resulting entity in the merger, shall not require the domestic limited liability company to wind up its business and affairs, or pay its liabilities and distribute its assets.
(Acts 1993, No. 93-724, p. 1425, §56; §10-12-56; amended and renumbered by Act 2009-513, p. 967, §242.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5/article-9/section-10a-5-9-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 9 - Merger and Consolidation.›Section 10A-5-9.04 - Recording of Articles of Merger; Effect When Secretary of State Files Articles;...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 9 - Merger and Consolidation. › Section 10A-5-9.04 - Recording of Articles of Merger; Effect When Secretary of State Files Articles; Copy of Certified Articles Conclusive Evidence of Matters. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
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Section 10A-5-9.04
Recording of articles of merger; effect when Secretary of State files articles; copy of certified articles conclusive evidence of matters. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
The articles of merger required by this chapter to be filed with the Secretary of State shall also be recorded in the office of the judge of probate in the county in which the limited liability company is required to file its certificate of formation and in each county in which a limited liability company which is a party to the merger is required to file its certificate of formation; provided, however, that when the articles are filed by the Secretary of State, the matters covered by the articles shall be effective as stated therein, and a copy of the articles certified by the Secretary of State shall be conclusive evidence of the matters covered therein.
(Acts 1993, No. 93-724, p. 1425, §57; §10-12-57; amended and renumbered by Act 2009-513, p. 967, §242.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5/article-9/section-10a-5-9-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 9 - Merger and Consolidation.›Section 10A-5-9.05 - Applicability of Article 11 of Chapter 2; Merger and Conversion Provisions to L...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 9 - Merger and Consolidation. › Section 10A-5-9.05 - Applicability of Article 11 of Chapter 2; Merger and Conversion Provisions to Limited Liability Companies Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
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Section 10A-5-9.05
Applicability of Article 11 of Chapter 2; merger and conversion provisions to limited liability companies REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
To the extent applicable, the provisions and requirements of Article 11, commencing with Section 10A-2-11.01, of Chapter 2, relating to mergers of corporations, shall apply to mergers between corporations, domestic limited liability companies, and other business entities as defined by this chapter. Domestic limited liability companies and other business entities shall be treated as corporations for the purposes of applying the procedures, requirements, and effects prescribed in that article.
(Acts 1993, No. 93-724, p. 1425, §58; §10-12-58; amended and renumbered by Act 2009-513, p. 967, §242.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5/article-9/section-10a-5-9-06/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5 - Limited Liability Companies.›Article 9 - Merger and Consolidation.›Section 10A-5-9.06 - Nonexclusivity. Repealed in the 2014 Regular Session by Act 2014-144 Effective...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 9 - Merger and Consolidation. › Section 10A-5-9.06 - Nonexclusivity. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
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Section 10A-5-9.06
Nonexclusivity. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
The provisions of this article pertaining to mergers of limited liability companies are not exclusive. A domestic limited liability company may merge with or convert to another type of entity as permitted by Article 8 of Chapter 1.
(Act 2009-513, p. 967, §243.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-1/section-10a-5a-1-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 1 - General Provisions.›Section 10A-5A-1.01 - Short Title.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 1 - General Provisions. › Section 10A-5A-1.01 - Short Title.
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Section 10A-5A-1.01
Short title.
This chapter and Chapter 1, to the extent applicable to limited liability companies, shall be known and may be cited as the Alabama Limited Liability Company Law.
(Act 2014-144, p. 265, §1; Act 2019-304, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-1/section-10a-5a-1-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 1 - General Provisions.›Section 10A-5A-1.02 - Definitions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 1 - General Provisions. › Section 10A-5A-1.02 - Definitions.
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Section 10A-5A-1.02
Definitions.
As used in this chapter, unless the context otherwise requires, the following terms mean:
(a) CERTIFICATE OF FORMATION, with respect to a limited liability company, means the certificate provided for by Section 10A-5A-2.01, and the certificate as amended or restated.
(b) CONSTITUENT LIMITED LIABILITY COMPANY means a constituent organization that is a limited liability company.
(c) CONSTITUENT ORGANIZATION means an organization that is party to a merger under Article 10.
(d) CONVERTED ORGANIZATION means the organization into which a converting organization converts pursuant to Article 10.
(e) CONVERTING LIMITED LIABILITY COMPANY means a converting organization that is a limited liability company.
(f) CONVERTING ORGANIZATION means an organization that converts into another organization pursuant to Article 10.
(g) DISQUALIFIED PERSON means any person who is not a qualified person.
(h) DISTRIBUTION except as otherwise provided in Section 10A-5A-4.06(e), means a transfer of money or other property from a limited liability company, or series thereof, to another person on account of a transferable interest.
(i) FOREIGN LIMITED LIABILITY COMPANY means a limited liability company governed by the laws of a jurisdiction other than this state which would be a limited liability company if governed by the laws of this state.
(j) GOVERNING STATUTE means the statute that governs an organization's internal affairs.
(k) LIMITED LIABILITY COMPANY, except in the phrase "foreign limited liability company," means an entity formed or existing under this chapter.
(l) LIMITED LIABILITY COMPANY AGREEMENT means any agreement (whether referred to as a limited liability company agreement, operating agreement or otherwise), written, oral or implied, of the member or members as to the activities and affairs of a limited liability company or series thereof. The limited liability company agreement of a limited liability company having only one member shall not be unenforceable by reason of there being only one person who is a party to the limited liability company agreement. The limited liability company agreement includes any amendments to the limited liability company agreement.
(m) MEMBER means a person admitted under Section 10A-5A-4.01 and not dissociated under Section 10A-5A-6.02.
(n) ORGANIZATION means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; nonprofit corporation; professional corporation; or any other person having a governing statute. The term includes domestic and foreign organizations whether or not organized for profit.
(o) ORGANIZATIONAL DOCUMENTS means:
(1) for a general partnership or foreign general partnership, its partnership agreement and if applicable, its registration as a limited liability partnership or a foreign limited liability partnership;
(2) for a limited partnership or foreign limited partnership, its certificate of formation and partnership agreement, or comparable writings as provided in its governing statute;
(3) for a limited liability company or foreign limited liability company, its certificate of formation and limited liability company agreement, or comparable writings as provided in its governing statute;
(4) for a business or statutory trust or foreign business or statutory trust its agreement of trust and declaration of trust, or comparable writings as provided in its governing statute;
(5) for a corporation for profit or foreign corporation for profit, its certificate of formation, bylaws, and other agreements among its shareholders that are authorized by its governing statute, or comparable writings as provided in its governing statute;
(6) for a nonprofit corporation or foreign nonprofit corporation, its certificate of formation, bylaws, and other agreements that are authorized by its governing statute, or comparable writings as provided in its governing statute;
(7) for a professional corporation or foreign professional corporation, its certificate of formation, bylaws, and other agreements among its shareholders that are authorized by its governing statute, or comparable writings as provided in its governing statute; and
(8) for any other organization, the basic writings that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.
(p) QUALIFIED PERSON, with respect to a limited liability company rendering professional services in this state, means a person authorized by this state or a regulatory authority of this state to own a transferable interest in that limited liability company.
(q) SURVIVING ORGANIZATION means an organization into which one or more other organizations are merged under Article 10, whether the organization pre-existed the merger or was created pursuant to the merger.
(r) TRANSFER means an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer by operation of law.
(s) TRANSFEREE means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member.
(t) TRANSFERABLE INTEREST means a member's right to receive distributions from a limited liability company or a series thereof.
(Act 2014-144, p. 265, §1; Act 2018-125, §6; Act 2021-299, §5.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-1/section-10a-5a-1-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 1 - General Provisions.›Section 10A-5A-1.03 - Knowledge; Notice.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 1 - General Provisions. › Section 10A-5A-1.03 - Knowledge; Notice.
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Section 10A-5A-1.03
Knowledge; notice.
(a) A person knows a fact when the person:
(1) has actual knowledge of it; or
(2) is deemed to know it under law other than this chapter.
(b) A person has notice of a fact when the person:
(1) knows of it;
(2) receives notification of it;
(3) has reason to know the fact from all of the facts known to the person at the time in question; or
(4) is deemed to have notice of the fact under subsection (d).
(c) A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.
(d) A person is deemed to have notice of a limited liability company's:
(1) matters included in the certificate of formation under Sections 10A-5A-2.01(a)(1), (a)(2), (a)(3), (a)(4) and, if applicable, (a)(5) upon filing;
(2) dissolution, 90 days after a statement of dissolution under Section 10A-5A-7.02(b)(1) becomes effective;
(3) merger or conversion, 90 days after a statement of merger or statement of conversion under Article 10 becomes effective; and
(4) reinstatement, 90 days after a certificate of reinstatement under Section 10A-5A-7.08 becomes effective.
(e) A member's knowledge, notice or receipt of a notification of a fact relating to the limited liability company is not knowledge, notice or receipt of a notification of a fact by the limited liability company solely by reason of the member's capacity as a member.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-1/section-10a-5a-1-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 1 - General Provisions.›Section 10A-5A-1.04 - Powers and Privileges.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 1 - General Provisions. › Section 10A-5A-1.04 - Powers and Privileges.
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Section 10A-5A-1.04
Powers and privileges.
(a) A limited liability company is a separate legal entity. A limited liability company's status for tax purposes shall not affect its status as a separate legal entity formed under this chapter.
(b) A limited liability company shall possess and may exercise all the powers and privileges granted and enumerated by Chapter 1 or by any other law or by its limited liability company agreement, together with any powers incidental thereto, including those powers and privileges necessary or convenient to the conduct, promotion, or attainment of the business, purposes, or activities and affairs of the limited liability company.
(c) A limited liability company may carry on any lawful activity, whether or not for profit.
(d) A series established under this chapter has the power and capacity, in the series' own name, to:
(1) sue and be sued;
(2) contract;
(3) hold and convey title to assets of the series, including real property, personal property, and intangible property; and
(4) grant liens and security interests in assets of the series.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-1/section-10a-5a-1-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 1 - General Provisions.›Section 10A-5A-1.05 - Governing Law.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 1 - General Provisions. › Section 10A-5A-1.05 - Governing Law.
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Section 10A-5A-1.05
Governing law.
(a) The law of this state governs:
(1) the organization and internal affairs of a limited liability company, or series thereof;
(2) the liability of a member as a member for the debts, obligations, or other liabilities of a limited liability company, or series thereof;
(3) the authority of the members and agents of a limited liability company, or series thereof; and
(4) the availability and liability of the assets of a series or the limited liability company for the obligations of another series or the limited liability company.
(b) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs:
(1) the organization and internal affairs of a foreign limited liability company, or series thereof;
(2) the liability of a member as a member for the debts, obligations, or other liabilities of a foreign limited liability company, or series thereof;
(3) the authority of the members and agents of a foreign limited liability company, or series thereof; and
(4) the availability and liability of the assets of a series or the foreign limited liability company for the obligations of another series or the foreign limited liability company.
(Act 2014-144, p. 265, §1; Act 2015-165, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-1/section-10a-5a-1-06/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 1 - General Provisions.›Section 10A-5A-1.06 - Rules of Construction.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 1 - General Provisions. › Section 10A-5A-1.06 - Rules of Construction.
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Section 10A-5A-1.06
Rules of construction.
(a) It is the policy of this chapter and this state to give maximum effect to the principles of freedom of contract and to the enforceability of limited liability company agreements.
(b) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(c) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
(d) The use of any gender shall be applicable to all genders. The captions contained in this chapter are for purposes of convenience only and shall not control or affect the construction of this chapter.
(e) Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto, do not apply to any interest in a limited liability company, including all rights, powers, and interests arising under a limited liability company agreement or this chapter. This provision prevails over Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto, and is expressly intended to permit the enforcement of the provisions of a limited liability company agreement that would otherwise be ineffective under Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto.
(f) Division E of Article 3 of Chapter 1 of this title shall have no application to this chapter.
(g) The terms president, vice president, secretary, and treasurer, as defined in Chapter 1, shall have no application to this chapter.
(h) Section 10A-1-2.13(c) shall have no application to this chapter.
(Act 2014-144, p. 265, §1; Act 2015-165, p. 436, §1; Act 2018-125, §6.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-1/section-10a-5a-1-07/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 1 - General Provisions.›Section 10A-5A-1.07 - Application of Partnership Provisions to Limited Liability Companies; Classifi...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 1 - General Provisions. › Section 10A-5A-1.07 - Application of Partnership Provisions to Limited Liability Companies; Classification for Federal Income Tax Purposes.
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Section 10A-5A-1.07
Application of partnership provisions to limited liability companies; classification for federal income tax purposes.
Subject to Section 10A-5A-3.01:
(a) The terms "partnership" and "limited partnership," when used in any chapter or title other than the Alabama Limited Liability Company Law of 2014, the Alabama General Partnership Law, and the Alabama Limited Partnership Law, and any successors of those laws, include a limited liability company organized under this chapter, unless the context requires otherwise.
(b) Notwithstanding subsection (a), for purposes of taxation, other than Chapter 14A of Title 40, a limited liability company or foreign limited liability company shall be treated as a partnership unless it is classified otherwise for federal income tax purposes, in which case it shall be classified in the same manner as it is for federal income tax purposes.
(Act 2014-144, p. 265, §1; Act 2015-165, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-1/section-10a-5a-1-08/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 1 - General Provisions.›Section 10A-5A-1.08 - Limited Liability Company Agreement - Scope; Function; and Limitations.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 1 - General Provisions. › Section 10A-5A-1.08 - Limited Liability Company Agreement - Scope; Function; and Limitations.
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Section 10A-5A-1.08
Limited liability company agreement - Scope; function; and limitations.
(a) Except as otherwise provided in subsections (b) and (c):
(1) the limited liability company agreement governs relations among the members as members and between the members and the limited liability company; and
(2) to the extent the limited liability company agreement does not otherwise provide for a matter described in subsection (a)(1), this chapter governs the matter.
(b)(1) To the extent that, at law or in equity, a member or other person has duties, including fiduciary duties, to the limited liability company, or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement, the member's or other person's duties may be expanded or restricted or eliminated by a written limited liability company agreement, but the implied contractual covenant of good faith and fair dealing may not be eliminated.
(2) A written limited liability company agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties, including fiduciary duties, of a member or other person to a limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement, but a limited liability company agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.
(3) A member or other person shall not be liable to a limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement for breach of fiduciary duty for the member's or other person's good faith reliance on the limited liability company agreement.
(4) A limited liability company agreement may provide that:
(A) a member or transferee who fails to perform in accordance with, or to comply with the terms and conditions of, the limited liability company agreement shall be subject to specified penalties or specified consequences; and
(B) at the time or upon the happening of events specified in the limited liability company agreement, a member or transferee may be subject to specified penalties or specified consequences.
(5) A penalty or consequence that may be specified under paragraph (4) of this subsection may include and take the form of reducing or eliminating the defaulting member's or transferee's proportionate interest in a limited liability company, subordinating the member's or transferee's transferable interest to that of non-defaulting members or transferees, forcing a sale of that transferable interest, forfeiting the defaulting member's or transferee's transferable interest, the lending by other members or transferees of the amount necessary to meet the defaulting member's or transferee's commitment, a fixing of the value of the defaulting member's or transferee's transferable interest by appraisal or by formula and redemption or sale of the transferable interest at that value, or other penalty or consequence.
(6) A written limited liability company agreement may supersede, in whole or in part, the provisions of Division C of Article 3 of Chapter 1.
(c) A limited liability company agreement may not:
(1) vary the nature of the limited liability company as a separate legal entity under Section 10A-5A-1.04(a);
(2) vary the law applicable under Section 10A-5A-1.05;
(3) restrict the rights under this chapter of a person other than a member, dissociated member, or transferee;
(4) vary the power of the court under Section 10A-5A-2.05;
(5) eliminate the implied contractual covenant of good faith and fair dealing as provided under Section 10A-5A-1.08(b)(1);
(6) eliminate or limit the liability of a member or other person for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing as provided under Section 10A-5A-1.08(b)(2);
(7) waive the requirements of Section 10A-5A-4.04(c);
(8) vary the law applicable under Section 10A-5A-4.06(c);
(9) reduce the limitations period specified under Section 10A-5A-4.06(d) for an action commenced under other applicable law;
(10) waive the prohibition on issuance of a certificate of a transferable interest in bearer form under Section 10A-5A-5.02(c);
(11) vary the power of a court to decree dissolution in the circumstances specified in Section 10A-5A-7.01(d) or in Section 10A-5A-11.09(e);
(12) vary the requirement to wind up a limited liability company's activities and affairs as specified in Section 10A-5A-7.02(a);
(13) vary the provisions of Section 10A-5A-8.01;
(14) vary the right of a member under Section 10A-5A-10.09; or
(15) waive the requirements of Section 10A-5A-11.02(b).
(Act 2014-144, p. 265, §1.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 1 - General Provisions.›Section 10A-5A-1.09 - Limited Liability Company Agreement - Effect on Limited Liability Company and...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 1 - General Provisions. › Section 10A-5A-1.09 - Limited Liability Company Agreement - Effect on Limited Liability Company and Persons Admitted as Members.
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Section 10A-5A-1.09
Limited liability company agreement - Effect on limited liability company and persons admitted as members.
(a) A limited liability company is bound by and may enforce the limited liability company agreement, whether or not the limited liability company has itself manifested assent to the limited liability company agreement.
(b) A person that is admitted as a member of a limited liability company becomes a party to and assents to the limited liability company agreement except as provided in Section 10A-5A-4.04(c).
(c) Two or more persons intending to be the initial members of a limited liability company may make an agreement providing that upon the formation of the limited liability company, the agreement will become the limited liability company agreement. One person intending to be the initial member of a limited liability company may assent to terms providing that upon the formation of the limited liability company the terms will become the limited liability company agreement.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-1/section-10a-5a-1-10/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 1 - General Provisions.›Section 10A-5A-1.10 - Limited Liability Company Agreement - Effect on Third Parties and Relationship...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 1 - General Provisions. › Section 10A-5A-1.10 - Limited Liability Company Agreement - Effect on Third Parties and Relationship to Writings Effective on Behalf of Limited Liability Company.
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Section 10A-5A-1.10
Limited liability company agreement - Effect on third parties and relationship to writings effective on behalf of limited liability company.
(a) If a limited liability company agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the limited liability company agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by law, except that the approval of any person may be waived by that person and any conditions may be waived by all persons for whose benefit those conditions were intended.
(b) A limited liability company agreement may provide rights to any person, including a person who is not a party to the limited liability company agreement, to the extent set forth in the limited liability company agreement.
(c) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or dissociated member are governed by the limited liability company agreement. A transferee and a dissociated member are bound by the limited liability company agreement.
(d) If a writing that has been delivered by a limited liability company for filing in accordance with Chapter 1 and has become effective conflicts with a provision of the limited liability company agreement:
(1) The limited liability company agreement prevails as to members, dissociated members, and transferees; and
(2) The writing prevails as to other persons to the extent they reasonably rely on the writing.
(Act 2014-144, p. 265, §1; Act 2016-379, §4.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 2 - Formation.›Section 10A-5A-2.01 - Formation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 2 - Formation. › Section 10A-5A-2.01 - Formation.
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Section 10A-5A-2.01
Formation.
(a) In order to form a limited liability company, one or more organizers must execute a certificate of formation and deliver it for filing to the filing officer provided for in subsection (e). Section 10A-1-3.05 shall not apply to this chapter. Instead, the certificate of formation shall set forth:
(1) the name of the limited liability company, which must comply with Article 5 of Chapter 1;
(2) the address of the registered office required by Article 5 of Chapter 1;
(3) the name of the registered agent at the registered office required by Article 5 of Chapter 1;
(4) a statement that there is at least one member of the limited liability company;
(5) if applicable, a statement as provided in Section 10A-5A-11.02(b)(3); and
(6) any other matters the members determine to include therein.
(b) A limited liability company is formed when its certificate of formation becomes effective in accordance with Article 4 of Chapter 1.
(c) The fact that a certificate of formation has been filed and is effective in accordance with Article 4 of Chapter 1 is notice of the matters required to be included by subsections (a)(1), (a)(2), (a)(3), and (a)(4) and if applicable, (a)(5), but is not notice of any other fact.
(d) A limited liability company agreement shall be entered into either before, after, or at the time of the filing of the certificate of formation and, whether entered into before, after, or at the time of the filing, may be made effective as of the filing of the certificate of formation or at any other time or date provided in the limited liability company agreement.
(e) A certificate of formation shall be delivered for filing to the Secretary of State.
(Act 2014-144, p. 265, §1; Act 2020-73, §10; Act 2021-299, §5.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 2 - Formation.›Section 10A-5A-2.02 - Amendment or Restatement of Certificate of Formation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 2 - Formation. › Section 10A-5A-2.02 - Amendment or Restatement of Certificate of Formation.
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Section 10A-5A-2.02
Amendment or restatement of certificate of formation.
Division B of Article 3 of Chapter 1 shall not apply to this chapter. Instead:
(a) A certificate of formation may be amended at any time.
(b) A certificate of formation may be restated with or without amendment at any time.
(c) To amend its certificate of formation, a limited liability company must deliver a certificate of amendment for filing to the Secretary of State which certificate of amendment shall state:
(1) the name of the limited liability company;
(2) the unique identifying number or other designation as assigned by the Secretary of State; and
(3) the changes the amendment makes to the certificate of formation as most recently amended or restated.
(d) To restate its certificate of formation, a limited liability company must deliver a restated certificate of formation for filing to the Secretary of State. A restated certificate of formation must:
(1) be designated as such in the heading;
(2) state the limited liability company's name;
(3) state the unique identifying number or other designation as assigned by the Secretary of State; and
(4) set forth any amendment or change effected in connection with the restatement of the certificate of formation.
Any such restatement that effects an amendment shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect the amendment or change.
(e) The original certificate of formation, as theretofore amended, shall be superseded by the restated certificate of formation and thenceforth, the restated certificate of formation, including any further amendment or changes made thereby, shall be the certificate of formation of the limited liability company, but the original effective date of formation shall remain unchanged.
(f) An amended or restated certificate of formation may contain only provisions that would be permitted at the time of the amendment if the amended or restated certificate of formation were a newly filed original certificate of formation.
(Act 2014-144, p. 265, §1; Act 2020-73, §10; Act 2021-299, §5.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 2 - Formation.›Section 10A-5A-2.03 - Effect of Filing Amendment or Restatement of Certificate of Formation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 2 - Formation. › Section 10A-5A-2.03 - Effect of Filing Amendment or Restatement of Certificate of Formation.
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Section 10A-5A-2.03
Effect of filing amendment or restatement of certificate of formation.
(a) The filing of a certificate of amendment to the certificate of formation shall have the effect, and shall take effect, as provided in Section 10A-1-3.14.
(b) The filing of a restated certificate of formation shall have the effect, and shall take effect, as provided in Section 10A-1-3.18.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-2/section-10a-5a-2-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 2 - Formation.›Section 10A-5A-2.04 - Execution of Documents - Signing Requirements.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 2 - Formation. › Section 10A-5A-2.04 - Execution of Documents - Signing Requirements.
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Section 10A-5A-2.04
Execution of documents - Signing requirements.
(a) A writing delivered to the Secretary of State for filing pursuant to this chapter must be signed as provided by this section.
(1) A limited liability company's initial certificate of formation must be signed by at least one organizer.
(2) A writing signed on behalf of a limited liability company must be signed by a person authorized by the limited liability company.
(3) A writing filed on behalf of a dissolved limited liability company that has no members must be signed by the person winding up the limited liability company's activities and affairs under Section 10A-5A-7.03 or a person appointed or designated under Section 10A-5A-7.03 to wind up those activities and affairs.
(4) Any other writing must be signed by the person on whose behalf the writing is delivered to the Secretary of State.
(b) Any writing to be filed under this chapter may be signed by an agent, including an attorney-in-fact. Powers of attorney relating to the signing of the writing need not be delivered to the Secretary of State.
(Act 2014-144, p. 265, §1; Act 2020-73, §10.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 2 - Formation.›Section 10A-5A-2.05 - Execution of Documents - Unsigned Documents.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 2 - Formation. › Section 10A-5A-2.05 - Execution of Documents - Unsigned Documents.
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Section 10A-5A-2.05
Execution of documents - Unsigned documents.
(a) If a person required by this chapter to sign a writing or deliver a writing to a filing officer for filing under this chapter does not do so, any other person that is aggrieved by that failure may petition the designated court, and if none, the circuit court for the county in which the limited liability company's principal office within this state is located, and if the limited liability company does not have a principal office within this state then the circuit court for the county in which the limited liability company's most recent registered office is located, to order:
(1) the person to sign the writing;
(2) the person to deliver the writing to the filing officer for filing; or
(3) the filing officer to file the writing unsigned.
(b) If a petitioner under subsection (a) is not the limited liability company or foreign limited liability company to whom the writing pertains, the petitioner shall make the limited liability company or foreign limited liability company a party to the action. A person aggrieved under subsection (a) may seek the remedies provided in subsection (a) in a separate action against the person required to sign or deliver the writing or as a part of any other action concerning the limited liability company or foreign limited liability company in which the person required to sign or deliver the writing is made a party.
(c) A writing filed unsigned pursuant to this section is effective without being signed.
(d) A court may award reasonable expenses, including reasonable attorneys' fees, to the party or parties who prevail, in whole or in part, with respect to any claim made under subsection (a).
(Act 2014-144, p. 265, §1; Act 2020-73, §10.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 2 - Formation.›Section 10A-5A-2.06 - Certificate of Existence or Qualification.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 2 - Formation. › Section 10A-5A-2.06 - Certificate of Existence or Qualification.
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Section 10A-5A-2.06
Certificate of existence or qualification.
(a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company if the writings filed in the office of the Secretary of State show that the limited liability company has been formed under the laws of this state. A certificate of existence shall reflect only the information on file with the Secretary of State. A certificate of existence must state:
(1) the limited liability company's name;
(2) that the limited liability company was formed under the laws of this state, the date of formation, and the filing office in which the certificate of formation was filed;
(3) whether the limited liability company has delivered to the Secretary of State for filing a statement of dissolution;
(4) whether the limited liability company has delivered to the Secretary of State for filing a certificate of reinstatement;
(5) the unique identifying number or other designation as assigned by the Secretary of State; and
(6) other facts of record in the office of the Secretary of State that are specified by the person requesting the certificate.
(b) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of qualification for a foreign limited liability company if the writings filed in the office of the Secretary of State show that the Secretary of State has filed an application for registration for authority to conduct activities and affairs in this state and the registration has not been revoked, withdrawn, or terminated. A certificate of qualification must state:
(1) the foreign limited liability company's name and any alternate name adopted for use in this state;
(2) that the foreign limited liability company is authorized to conduct activities and affairs in this state;
(3) that the Secretary of State has not revoked the foreign limited liability company's registration;
(4) that the foreign limited liability company has not filed with the Secretary of State a certificate of withdrawal or otherwise terminated its registration;
(5) the unique identifying number or other designation as assigned by the Secretary of State; and
(6) other facts of record in the office of the Secretary of State that are specified by the person requesting the certificate.
(c) Subject to any qualification stated in the certificate, a certificate of existence or certificate of qualification issued by the Secretary of State is conclusive evidence that the limited liability company is in existence or the foreign limited liability company is authorized to conduct activities and affairs in this state.
(Act 2014-144, p. 265, §1; Act 2020-73, §10.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 3 - Relations of Members to Persons Dealing With Limited Liability Company.›Section 10A-5A-3.01 - Liability of Members to Third Parties.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 3 - Relations of Members to Persons Dealing With Limited Liability Company. › Section 10A-5A-3.01 - Liability of Members to Third Parties.
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Section 10A-5A-3.01
Liability of members to third parties.
A member of a limited liability company is not liable, solely by reason of being a member, for a debt, obligation, or liability of the limited liability company or a series thereof, whether arising in contract, tort, or otherwise or for the acts or omissions of any other member, agent, or employee of the limited liability company or a series thereof.
(Act 2014-144, p. 265, §1.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 3 - Relations of Members to Persons Dealing With Limited Liability Company.›Section 10A-5A-3.02 - Power to Bind Limited Liability Company.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 3 - Relations of Members to Persons Dealing With Limited Liability Company. › Section 10A-5A-3.02 - Power to Bind Limited Liability Company.
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Section 10A-5A-3.02
Power to bind limited liability company.
No person shall have the power to bind the limited liability company, or a series thereof, except:
(a) to the extent the person is authorized to act as the agent of the limited liability company or a series thereof under or pursuant to the limited liability company agreement;
(b) to the extent the person is authorized to act as the agent of the limited liability company or a series thereof pursuant to Sections 10A-5A-4.07, 10A-5A-7.03 or 10A-5A-11.11; or
(c) to the extent provided by law other than this chapter.
(Act 2014-144, p. 265, §1.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 4 - Relations of Members to Each Other and to the Limited Liability Company.›Section 10A-5A-4.01 - Admission of Members.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 4 - Relations of Members to Each Other and to the Limited Liability Company. › Section 10A-5A-4.01 - Admission of Members.
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Section 10A-5A-4.01
Admission of members.
(a) The initial member or members of a limited liability company are admitted as a member or members upon the formation of the limited liability company.
(b) After formation of a limited liability company, a person is admitted as a member of the limited liability company:
(1) as provided in the limited liability company agreement;
(2) as the result of a transaction effective under Article 10 of this chapter or Article 8 of Chapter 1;
(3) with the consent of all the members; or
(4) as provided in Section 10A-5A-7.01(c)(1) or (c)(2).
(c) A person may be admitted as a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company. A person may be admitted as the sole member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company.
(Act 2014-144, p. 265, §1; Act 2016-379, p. 934, §4; Act 2020-73, §10.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 4 - Relations of Members to Each Other and to the Limited Liability Company.›Section 10A-5A-4.02 - Limited Liability Company Property.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 4 - Relations of Members to Each Other and to the Limited Liability Company. › Section 10A-5A-4.02 - Limited Liability Company Property.
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Section 10A-5A-4.02
Limited liability company property.
A member has no interest in any specific property of a limited liability company or a series thereof.
(Act 2014-144, p. 265, §1.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 4 - Relations of Members to Each Other and to the Limited Liability Company.›Section 10A-5A-4.03 - Contribution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 4 - Relations of Members to Each Other and to the Limited Liability Company. › Section 10A-5A-4.03 - Contribution.
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Section 10A-5A-4.03
Contribution.
A contribution by a member may be made to a limited liability company as agreed upon by the members. A contribution by a member associated with a series may be made to that series as agreed upon by the members associated with that series.
(Act 2014-144, p. 265, §1.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 4 - Relations of Members to Each Other and to the Limited Liability Company.›Section 10A-5A-4.04 - Liability for Contribution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 4 - Relations of Members to Each Other and to the Limited Liability Company. › Section 10A-5A-4.04 - Liability for Contribution.
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Section 10A-5A-4.04
Liability for contribution.
(a) A member's obligation to make a contribution to a limited liability company, or a series thereof, is not excused by the member's death, disability, or other inability to perform personally. If a member does not make a contribution required by an enforceable promise, the member or the member's estate is obligated, at the election of the limited liability company, or series thereof, to contribute money equal to the value of the portion of the contribution that has not been made. The foregoing election shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company, or series thereof, may have under the limited liability company agreement or applicable law.
(b)(1) The obligation of a member to make a contribution to a limited liability company may be compromised only by consent of all the members. A conditional obligation of a member to make a contribution to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by that member. Conditional obligations include contributions payable upon a discretionary call of a limited liability company before the time the call occurs.
(2) The obligation of a member associated with a series to make a contribution to the series may be compromised only by consent of all the members associated with that series. A conditional obligation of a member to make a contribution to a series may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by that member. Conditional obligations include contributions payable upon a discretionary call of that series before the time the call occurs.
(3) Subsection (b)(1) shall not apply to a member's obligation to make a contribution to a series of a limited liability company.
(c) A promise by a member to make a contribution to a limited liability company, or a series thereof, is not enforceable unless set forth in a writing signed by the member.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-4/section-10a-5a-4-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 4 - Relations of Members to Each Other and to the Limited Liability Company.›Section 10A-5A-4.05 - Sharing of and Right to Distributions Before Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 4 - Relations of Members to Each Other and to the Limited Liability Company. › Section 10A-5A-4.05 - Sharing of and Right to Distributions Before Dissolution.
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Section 10A-5A-4.05
Sharing of and right to distributions before dissolution.
(a) (1) All members shall share equally in any distributions made by a limited liability company before its dissolution and winding up.
(2) A member has a right to a distribution before the dissolution and winding up of a limited liability company as provided in the limited liability company agreement. A decision to make a distribution before the dissolution and winding up of the limited liability company is a decision in the ordinary course of activities and affairs of the limited liability company. A member's dissociation does not entitle the dissociated member to a distribution.
(3) A member does not have a right to demand and receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in Section 10A-5A-7.06(c), a limited liability company may distribute an asset in kind if each member receives a percentage of the asset in proportion to the member's share of distributions.
(4) If a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution.
(b)(1) All members associated with a series shall share equally in any distributions made by the series before its dissolution and winding up.
(2) A member associated with a series has a right to a distribution before the dissolution and winding up of the series as provided in the limited liability company agreement. A decision of the series to make a distribution before the dissolution and winding up of the series is a decision in the ordinary course of activities and affairs of the series. A member's dissociation from a series with which the member is associated does not entitle the dissociated member to a distribution from the series.
(3) A member associated with a series does not have a right to demand and receive a distribution from the series in any form other than money. Except as otherwise provided in Section 10A-5A-11.14(c), a series may distribute an asset in kind if each member associated with the series receives a percentage of the asset in proportion to the member's share of distributions from the series.
(4) If a member associated with a series becomes entitled to receive a distribution from the series, the member has the status of, and is entitled to all remedies available to, a creditor of the series with respect to the distribution.
(c) Subsection (a) shall not apply to a distribution made by a series.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-4/section-10a-5a-4-06/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 4 - Relations of Members to Each Other and to the Limited Liability Company.›Section 10A-5A-4.06 - Limitation on Distributions and Liability for Improper Distributions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 4 - Relations of Members to Each Other and to the Limited Liability Company. › Section 10A-5A-4.06 - Limitation on Distributions and Liability for Improper Distributions.
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Section 10A-5A-4.06
Limitation on distributions and liability for improper distributions.
(a)(1) A limited liability company shall not make a distribution to a member to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability company, other than liabilities to members on account of their transferable interests and liabilities for which the recourse of creditors is limited to specific property of the limited liability company, exceed the fair value of the assets of the limited liability company, except that the fair value of the property that is subject to a liability for which recourse of creditors is limited shall be included in the assets of the limited liability company only to the extent that the fair value of the property exceeds that liability.
(2) A member who receives a distribution in violation of subsection (a)(1) or the limited liability company agreement, and who knew at the time of the distribution that the distribution violated subsection (a)(1) or the limited liability company agreement, shall be liable to the limited liability company for the amount of the distribution received by that member. A member who receives a distribution in violation of subsection (a)(1) or the limited liability company agreement, and who did not know at the time of the distribution that the distribution violated subsection (a)(1) or the limited liability company agreement, shall not be liable for the amount of the distribution.
(b)(1) A series shall not make a distribution to a member associated with the series to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the series, other than liabilities to members associated with the series on account of their transferable interests and liabilities for which the recourse of creditors is limited to specific property of the series, exceed the fair value of the assets of the series, except that the fair value of the property that is subject to a liability for which recourse of creditors is limited shall be included in the assets of the series only to the extent that the fair value of the property exceeds that liability.
(2) A member associated with a series who receives a distribution in violation of subsection (b)(1) or the limited liability company agreement, and who knew at the time of the distribution that the distribution violated subsection (b)(1) or the limited liability company agreement, shall be liable to that series for the amount of the distribution received by that member. A member associated with a series who receives a distribution in violation of subsection (b)(1) or the limited liability company agreement, and who did not know at the time of the distribution that the distribution violated subsection (b)(1) or the limited liability company agreement, shall not be liable for the amount of the distribution.
(3) Subsection (a) shall not apply to a distribution made by a series.
(c) Except as provided in subsection (d), this section shall not affect any obligation or liability of a member under other applicable law for the amount of a distribution.
(d) An action under this section or other applicable law is barred if not commenced within two years after the distribution.
(e) For purposes of Sections 10A-5A-4.06(a) and 10A-5A-4.06(b), distribution does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of the limited liability company's activities and affairs under a bona fide retirement plan or other benefits program.
(f) This section shall not apply to distributions made in accordance with Section 10A-5A-7.06 or Section 10A-5A-11.14.
(Act 2014-144, p. 265, §1; Act 2015-165, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-4/section-10a-5a-4-07/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 4 - Relations of Members to Each Other and to the Limited Liability Company.›Section 10A-5A-4.07 - Direction and Oversight of the Limited Liability Company.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 4 - Relations of Members to Each Other and to the Limited Liability Company. › Section 10A-5A-4.07 - Direction and Oversight of the Limited Liability Company.
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Section 10A-5A-4.07
Direction and oversight of the limited liability company.
(a) The limited liability company agreement of a limited liability company may provide that the activities and affairs of the limited liability company shall be under the direction, and subject to the oversight, of: (1) its members; (2) one or more managers; or (3) such other governance structure as provided in the limited liability company agreement. The limited liability company agreement of a limited liability company may provide that the activities and affairs of a series shall be under the direction, and subject to the oversight, of: (1) the members associated with that series; (2) one or more managers; or (3) such other governance structure as provided in the limited liability company agreement.
(b) If the limited liability company agreement does not specify who shall direct and oversee the activities and affairs of the limited liability company or a series thereof:
(1)(A) The activities and affairs of the limited liability company shall be under the direction, and subject to the oversight, of its members.
(B) The activities and affairs of a series shall be under the direction, and subject to the oversight, of the members associated with the series.
(C) Subsection (b)(1)(A) shall not apply to the activities and affairs of a series.
(2)(A) Except as provided in subsection (b)(3), a matter in the ordinary course of activities and affairs of the limited liability company may be decided by a majority of the members.
(B) Except as provided in subsection (b)(3), a matter in the ordinary course of activities and affairs of a series may be decided by a majority of the members associated with the series.
(C) Subsection (b)(2)(A) shall not apply to matters of a series.
(3)(A) The consent of all members is required to:
(i) amend the limited liability company agreement;
(ii) file a petition of the limited liability company for relief under Title 11 of the United States Code, or a successor statute of general application, or a comparable federal, state, or foreign law governing insolvency;
(iii) undertake any act outside the ordinary course of the limited liability company's activities and affairs; and
(iv) undertake, authorize, or approve any other act or matter for which this chapter requires the consent of all members.
(B) The consent of all members associated with a series is required to:
(i) undertake any act outside the ordinary course of the series' activities and affairs; and
(ii) undertake, authorize, or approve any other act or matter for which this chapter requires the consent of all the members associated with a series.
(c) Any matter requiring the consent of members may be decided without a meeting, and a member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing writing, personally or by the member's agent.
(d) This chapter does not entitle a member to remuneration for services performed for a limited liability company, except for reasonable compensation for services rendered in winding up the activities and affairs of the limited liability company.
(Act 2014-144, p. 265, §1.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 4 - Relations of Members to Each Other and to the Limited Liability Company.›Section 10A-5A-4.08 - Duties of Persons With Direction and Oversight.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 4 - Relations of Members to Each Other and to the Limited Liability Company. › Section 10A-5A-4.08 - Duties of Persons With Direction and Oversight.
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Section 10A-5A-4.08
Duties of persons with direction and oversight.
(a)(1) The duties a person who has the authority to direct and oversee the activities and affairs of a limited liability company owes to the limited liability company and to the members of the limited liability company include the duty of loyalty and the duty of care as described in subsections (b) and (d)(1).
(2) The duties a person who has the authority to direct and oversee the activities and affairs of a series of a limited liability company owes to that series and the members associated with that series include the duty of loyalty and the duty of care as described in subsections (c) and (d)(2).
(b) The duty of loyalty of a person described in subsection (a)(1) to a limited liability company and its members includes each of the following:
(1) To account to the limited liability company and to hold as trustee for it any property, profit, or benefit derived by that person in the conduct or winding up of the limited liability company's activities and affairs or derived from a use by that person of the limited liability company's property, including the appropriation of the limited liability company's opportunity.
(2) To refrain from dealing with the limited liability company in the conduct or winding up of the limited liability company's activities and affairs as or on behalf of a party having an interest adverse to the limited liability company.
(3) To refrain from competing with the limited liability company in the conduct of the limited liability company's activities and affairs before the dissolution of the limited liability company.
(c) The duty of loyalty of a person described in subsection (a)(2) to a series of a limited liability company and the members associated with that series includes each of the following:
(1) To account to the series and to hold as trustee for it any property, profit, or benefit derived by that person in the conduct or winding up of the series' activities and affairs or derived from a use by that person of the series' property, including the appropriation of the series' opportunity.
(2) To refrain from dealing with the series in the conduct or winding up of the series' activities and affairs as or on behalf of a party having an interest adverse to the series.
(3) To refrain from competing with the series in the conduct of the series' activities and affairs before the dissolution of the series.
(d)(1) The duty of care of a person described in subsection (a)(1) to a limited liability company and its members in the conduct or winding up of the limited liability company's activities and affairs includes refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(2) The duty of care of a person described in subsection (a)(2) to a series of a limited liability company and the members associated with that series in the conduct or winding up of that series' activities and affairs includes refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(e)(1) A person described in subsection (a)(1) shall discharge the duties to a limited liability company and its members under this chapter and under the limited liability company agreement and exercise any rights consistently with the implied contractual covenant of good faith and fair dealing.
(2) A person described in subsection (a)(2) shall discharge the duties to a series of a limited liability company and the members associated with that series under this chapter and under the limited liability company agreement and exercise any rights consistently with the implied contractual covenant of good faith and fair dealing.
(f) A person described in subsection (a) does not violate a duty or obligation under this chapter or under the limited liability company agreement merely because that person's conduct furthers that person's own interest.
(g)(1) Other than the implied contractual covenant of good faith and fair dealing, the only duty a member who does not have the authority to direct and oversee the activities and affairs of a limited liability company owes to a limited liability company or to the other members solely by reason of being a member is to not disclose or otherwise use information of the limited liability company to the detriment of the limited liability company or the other members.
(2) Other than the implied contractual covenant of good faith and fair dealing, the only duty a member associated with a series who does not have the authority to direct and oversee the activities and affairs of that series owes to that series or to the other members associated with that series solely by reason of being a member associated with that series is to not disclose or otherwise use information of that series to the detriment of that series or the other members associated with that series.
(h) When the authority of a person to direct and oversee the activities and affairs of a limited liability company is terminated, each of the following applies:
(1) Except as provided in subsection (h)(2), the person's duties terminate.
(2) The person's duties continue only with regard to matters arising and events occurring before the termination of the person's authority.
(i) When the authority of a person to direct and oversee the activities and affairs of a series of a limited liability company is terminated, each of the following applies:
(1) Except as provided in subsection (i)(2), the person's duties terminate.
(2) The person's duties continue only with regard to matters arising and events occurring before the termination of the person's authority.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-4/section-10a-5a-4-09/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 4 - Relations of Members to Each Other and to the Limited Liability Company.›Section 10A-5A-4.09 - Records to Be Kept; Right of Members and Dissociated Members to Information.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 4 - Relations of Members to Each Other and to the Limited Liability Company. › Section 10A-5A-4.09 - Records to Be Kept; Right of Members and Dissociated Members to Information.
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Section 10A-5A-4.09
Records to be kept; right of members and dissociated members to information.
Notwithstanding Sections 10A-1-3.32 and 10A-1-3.33:
(a) Each limited liability company shall maintain the following records:
(1) A current list of the full name and last known business or residence street address of each member.
(2) A copy of the filed certificate of formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any documents have been executed.
(3) Copies of the limited liability company's federal, state, and local income tax returns and reports, if any, for the three most recent years.
(4) Copies of the then effective limited liability company agreement including any amendments thereto.
(5) Copies of any financial statements of the limited liability company for the three most recent years.
(b) Subject to subsection (g), on 10 days' notice made in a writing received by the limited liability company, the records set forth in subsection (a) above, and any other books and records of the limited liability company, wherever situated, are subject to inspection and copying for any proper purpose by any member or the member's agent or attorney during regular business hours. Subject to subsection (g), any person with the authority to bind the limited liability company under Section 10A-5A-3.02 and any person with the authority to direct and oversee the activities and affairs of a limited liability company who, without reasonable cause, refuses to allow any member or the member's agent or attorney to inspect or copy any books or records of the limited liability company for any proper purpose shall be personally liable to the member for a penalty in an amount not to exceed 10 percent of the fair market value of the transferable interest of the member, in addition to any other damages or remedy.
(c) Subject to subsection (g), on 30 days' notice made in a writing received by a limited liability company, a dissociated member may inspect and copy, during regular business hours, at a reasonable location specified by the limited liability company, any record maintained by the limited liability company, to the extent the information pertains to the period during which the person was a member, was material to the person's rights and duties under the limited liability company agreement or this chapter when the person was a member, and the person seeks the information in good faith and for a proper purpose.
(d) A limited liability company may charge a person that makes a demand under this section the reasonable costs of labor and material for copying.
(e) A member or dissociated member may exercise rights under this section through an agent or attorney, or in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the limited liability company agreement or under subsection (g) applies both to the agent, attorney, or legal representative and to the member or dissociated member.
(f) The rights under this section do not extend to a transferee.
(g)(1) In addition to any restriction or condition stated in its limited liability company agreement, a limited liability company, as a matter within the ordinary course of its activities and affairs, may:
a. impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient; and
b. keep confidential from the members and any other persons, for such period of time as the limited liability company deems reasonable, any information that the limited liability company reasonably believes to be in the nature of trade secrets or other information the disclosure of which the limited liability company in good faith believes is not in the best interest of the limited liability company or could damage the limited liability company or its activities and affairs, or that the limited liability company is required by law or by agreement with a third party to keep confidential.
(2) In any dispute concerning the reasonableness of a restriction under this subsection, the limited liability company has the burden of proving reasonableness.
(Act 2014-144, p. 265, §1; Act 2018-125, §6.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-4/section-10a-5a-4-10/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 4 - Relations of Members to Each Other and to the Limited Liability Company.›Section 10A-5A-4.10 - Indemnification, Advancement, Reimbursement, and Insurance.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 4 - Relations of Members to Each Other and to the Limited Liability Company. › Section 10A-5A-4.10 - Indemnification, Advancement, Reimbursement, and Insurance.
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Section 10A-5A-4.10
Indemnification, advancement, reimbursement, and insurance.
A limited liability company, or a series thereof, may indemnify and hold harmless a member or other person, pay in advance or reimburse expenses incurred by a member or other person, and purchase and maintain insurance on behalf of a member or other person.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-4/section-10a-5a-4-11/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 4 - Relations of Members to Each Other and to the Limited Liability Company.›Section 10A-5A-4.11 - Reliance on Reports and Information.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 4 - Relations of Members to Each Other and to the Limited Liability Company. › Section 10A-5A-4.11 - Reliance on Reports and Information.
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Section 10A-5A-4.11
Reliance on reports and information.
A member of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon information, opinions, reports, or statements presented by another member or agent of the limited liability company, or by any other person as to matters the member reasonably believes are within that other person's professional or expert competence, including information, opinions, reports, or statements as to the value and amount of the assets, liabilities, profits, or losses of the limited liability company or a series thereof, or the value and amount of assets or reserves or contracts, agreements, or other undertakings that would be sufficient to pay claims and obligations of the limited liability company, or series thereof, or to make reasonable provision to pay those claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to members or creditors might properly be paid.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-5/section-10a-5a-5-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 5 - Transferable Interests and Rights of Transferees and Creditors.›Section 10A-5A-5.01 - Member's Transferable Interest.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 5 - Transferable Interests and Rights of Transferees and Creditors. › Section 10A-5A-5.01 - Member's Transferable Interest.
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Section 10A-5A-5.01
Member's transferable interest.
The only interest of a member that is transferable is the member's transferable interest. A transferable interest is personal property.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-5/section-10a-5a-5-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 5 - Transferable Interests and Rights of Transferees and Creditors.›Section 10A-5A-5.02 - Transfer of Transferable Interest.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 5 - Transferable Interests and Rights of Transferees and Creditors. › Section 10A-5A-5.02 - Transfer of Transferable Interest.
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Section 10A-5A-5.02
Transfer of transferable interest.
(a) A transfer, in whole or in part, of a transferable interest:
(1) is permissible;
(2)(A) does not by itself cause a member to cease to be a member of the limited liability company; and
(B) does not by itself cause a member to cease to be associated with a series of the limited liability company;
(3) does not by itself cause a dissolution and winding up of the limited liability company, or a series thereof; and
(4) subject to Section 10A-5A-5.04, does not entitle the transferee to:
(A) participate in the direction or oversight of the activities and affairs of the limited liability company, or a series thereof; or
(B) have access to records or other information concerning the activities and affairs of the limited liability company, or a series thereof.
(b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(c) A transferable interest may be evidenced by a certificate of transferable interest issued by the limited liability company, or a series thereof. A limited liability company agreement may provide for the transfer of the transferable interest represented by the certificate and make other provisions with respect to the certificate. No certificate of transferable interest shall be issued in bearer form.
(d) A limited liability company, or a series thereof, need not give effect to a transferee's rights under this section until the limited liability company, or a series thereof, has notice of the transfer.
(e) Except as otherwise provided in Sections 10A-5A-6.02(d)(2), 10A-5A-6.02(k), and 10A-5A-6.02(l) when a member transfers a transferable interest, the transferor retains the rights of a member other than the right to distributions transferred and retains all duties and obligations of a member.
(f) When a member transfers a transferable interest to a person that is admitted as a member with respect to the transferred interest, the transferee is liable for the member's obligations under Sections 10A-5A-4.04, 10A-5A-4.06(a)(2), and 10A-5A-4.06(b)(2) to the extent that the obligations are known to the transferee when the transferee voluntarily accepts admission as a member.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-5/section-10a-5a-5-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 5 - Transferable Interests and Rights of Transferees and Creditors.›Section 10A-5A-5.03 - Charging Order.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 5 - Transferable Interests and Rights of Transferees and Creditors. › Section 10A-5A-5.03 - Charging Order.
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Section 10A-5A-5.03
Charging order.
(a) On application to a court of competent jurisdiction by any judgment creditor of a member or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged and after the limited liability company has been served with the charging order, the judgment creditor has only the right to receive any distribution or distributions to which the judgment debtor would otherwise be entitled in respect of the transferable interest.
(b) A limited liability company, after being served with a charging order and its terms, shall be entitled to pay or deposit any distribution or distributions to which the judgment debtor would otherwise be entitled in respect of the charged transferable interest into the hands of the clerk of the court so issuing the charging order, and the payment or deposit shall discharge the limited liability company and the judgment debtor from liability for the amount so paid or deposited and any interest that might accrue thereon. Upon receipt of the payment or deposit, the clerk of the court shall notify the judgment creditor of the receipt of the payment or deposit. The judgment creditor shall, after any payment or deposit into the court, petition the court for payment of so much of the amount paid or deposited as is held by the court as may be necessary to pay the judgment creditor's judgment. To the extent the court has excess amounts paid or deposited on hand after the payment to the judgment creditor, the excess amounts paid or deposited shall be distributed to the judgment debtor and the charging order shall be extinguished. The court, may in its discretion, order the clerk to deposit, pending the judgment creditor's petition, any money paid or deposited with the clerk, in an interest bearing account at a bank authorized to receive deposits of public funds.
(c) A charging order constitutes a lien on the judgment debtor's transferable interest.
(d) Subject to subsection (c):
(1) a judgment debtor that is a member retains the rights of a member and remains subject to all duties and obligations of a member; and
(2) a judgment debtor that is a transferee retains the rights of a transferee and remains subject to all duties and obligations of a transferee.
(e) This chapter does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's transferable interest.
(f) This section provides the exclusive remedy by which a judgment creditor of a member or transferee may satisfy a judgment out of the judgment debtor's transferable interest and the judgment creditor shall have no right to foreclose, under this chapter or any other law, upon the charging order, the charging order lien, or the judgment debtor's transferable interest. A judgment creditor of a member or transferee shall have no right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of a limited liability company. Court orders for actions or requests for accounts and inquiries that the judgment debtor might have made, are not available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor's transferable interest and may not be ordered by a court.
(Act 2014-144, p. 265, §1.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 5 - Transferable Interests and Rights of Transferees and Creditors.›Section 10A-5A-5.04 - Power of Personal Representative of Deceased Member.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 5 - Transferable Interests and Rights of Transferees and Creditors. › Section 10A-5A-5.04 - Power of Personal Representative of Deceased Member.
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Section 10A-5A-5.04
Power of personal representative of deceased member.
If a member dies, the deceased member's personal representative or other legal representative may:
(a) for the period of time that the deceased member's personal representative or other legal representative holds the deceased member's transferable interest:
(1) exercise the rights of a holder of transferable interests under this chapter;
(2) exercise the rights of a transferee under Section 10A-5A-5.02; and
(3) for purposes of settling the estate, exercise the rights of a current member under Section 10A-5A-4.09; and
(b) for the period of time that the deceased member's personal representative or other legal representative does not hold the deceased member's transferable interest, for purposes of settling the estate, exercise the rights of a dissociated member under Section 10A-9A-4.09.
(Act 2014-144, p. 265, §1; Act 2016-379, §4.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-6/section-10a-5a-6-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 6 - Member's Dissociation.›Section 10A-5A-6.01 - Member's Power to Dissociate; Wrongful Dissociation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 6 - Member's Dissociation. › Section 10A-5A-6.01 - Member's Power to Dissociate; Wrongful Dissociation.
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Section 10A-5A-6.01
Member's power to dissociate; wrongful dissociation.
(a) A person has the power to dissociate as a member.
(b) A person's dissociation from a limited liability company is wrongful only if:
(1) it is in breach of an express provision of the limited liability company agreement;
(2) the person is expelled as a member by judicial determination under Section 10A-5A-6.02(e); or
(3) the person is dissociated by becoming a debtor in bankruptcy or making a general assignment for the benefit of creditors.
(c) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to Section 10A-5A-9.01, to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or liability of the member to the limited liability company or the other members.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-6/section-10a-5a-6-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 6 - Member's Dissociation.›Section 10A-5A-6.02 - Event Causing Dissociation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 6 - Member's Dissociation. › Section 10A-5A-6.02 - Event Causing Dissociation.
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Section 10A-5A-6.02
Event causing dissociation.
A person is dissociated as a member from a limited liability company when any of the following occurs:
(a) the limited liability company has notice of the person's express will to dissociate as a member, except that if the person specifies a dissociation date later than the date the limited liability company had notice, then the person is dissociated as a member on that later date;
(b) an event stated in the limited liability company agreement as causing the person's dissociation occurs;
(c) the person is expelled as a member pursuant to the limited liability company agreement;
(d) the person is expelled as a member by the unanimous consent of the other members if:
(1) it is unlawful to carry on the limited liability company's activities and affairs with the person as a member;
(2) there has been a transfer of all of the person's transferable interest other than a transfer for security purposes;
(3) the person is an organization and, within 90 days after the limited liability company notifies the person that it will be expelled as a member because the person has filed a statement of dissolution or the equivalent, or its right to conduct activities and affairs has been suspended by its jurisdiction of formation, the statement of dissolution or the equivalent has not been revoked or its right to conduct activities and affairs has not been reinstated; or
(4) the person is an organization and, within 90 days after the limited liability company notifies the person that it will be expelled as a member because the person has been dissolved and its activities and affairs are being wound up, the organization has not been reinstated or the dissolution and winding up have not been revoked or cancelled;
(e) on application by the limited liability company, the person is expelled as a member by judicial order because the person:
(1) has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the limited liability company's activities and affairs;
(2) has willfully or persistently committed, or is willfully and persistently committing, a material breach of the limited liability company agreement or the person's duty or obligation under this chapter or other applicable law; or
(3) has engaged, or is engaging, in conduct relating to the limited liability company's activities and affairs that makes it not reasonably practicable to carry on the activities and affairs with the person as a member;
(f) in the case of a person who is an individual, the person dies, there is appointed a guardian or general conservator for the person or there is a judicial determination that the person has otherwise become incapable of performing the person's duties as a member under this chapter or the limited liability company agreement;
(g) the person becomes a debtor in bankruptcy, executes an assignment for the benefit of creditors, or seeks, consents, or acquiesces to the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person's property, but this subsection (g) shall not apply to a person who is the sole remaining member of a limited liability company;
(h) in the case of a person that is a trust or is acting as a member by virtue of being a trustee of a trust, the trust's entire transferable interest in the limited liability company is distributed, but not solely by reason of the substitution of a successor trustee;
(i) in the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire transferable interest in the limited liability company is distributed, but not solely by reason of the substitution of a successor personal representative;
(j) in the case of a member that is not an individual, the legal existence of the person otherwise terminates;
(k) the transfer of a member's entire remaining transferable interest to another member; or
(l) the transfer of a member's entire remaining transferable interest to a transferee upon the transferee's becoming a member.
(Act 2014-144, p. 265, §1.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 6 - Member's Dissociation.›Section 10A-5A-6.03 - Effect of Person's Dissociation as a Member.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 6 - Member's Dissociation. › Section 10A-5A-6.03 - Effect of Person's Dissociation as a Member.
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Section 10A-5A-6.03
Effect of person's dissociation as a member.
(a) A person who has dissociated as a member shall have no right to participate in the direction and oversight of the activities and affairs of the limited liability company and is entitled only to receive the distributions to which that member would have been entitled if the member had not dissociated.
(b) A person's dissociation as a member does not of itself discharge the person from any duty, debt, obligation, or liability to a limited liability company or the other members that the person incurred while a member.
(Act 2014-144, p. 265, §1.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 7 - Dissolution, Winding Up, and Reinstatement.›Section 10A-5A-7.01 - Events of Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 7 - Dissolution, Winding Up, and Reinstatement. › Section 10A-5A-7.01 - Events of Dissolution.
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Section 10A-5A-7.01
Events of dissolution.
A limited liability company is dissolved and its affairs shall be wound up upon the occurrence of the first of the following events:
(a) An event or circumstance that the limited liability company agreement states causes dissolution.
(b) Consent of all members to dissolve.
(c) When there is no remaining member, unless either of the following applies:
(1) The holders of all the transferable interests in the limited liability company agree in writing, within 90 days after the dissociation of the last member, to continue the activities and affairs of the limited liability company and to appoint one or more new members.
(2) The activities and affairs of the limited liability company are continued and one or more new members are appointed in the manner stated in the limited liability company agreement.
(d) On application by a member, the entry of an order dissolving the limited liability company on the grounds that it is not reasonably practicable to carry on the limited liability company's activities and affairs in conformity with the limited liability company agreement, which order is entered by the designated court, and if none, the circuit court for the county in which the limited liability company's principal office within this state is located, and if the limited liability company does not have a principal office within this state then by the circuit court for the county in which the limited liability company's most recent registered office is located.
(Act 2014-144, p. 265, §1; Act 2016-379, p. 934, §4; Act 2020-73, §10.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-7/section-10a-5a-7-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 7 - Dissolution, Winding Up, and Reinstatement.›Section 10A-5A-7.02 - Effect of Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 7 - Dissolution, Winding Up, and Reinstatement. › Section 10A-5A-7.02 - Effect of Dissolution.
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Section 10A-5A-7.02
Effect of dissolution.
(a) A dissolved limited liability company continues its existence as a limited liability company but may not carry on any activities and affairs except as is appropriate to wind up and liquidate its activities and affairs, including:
(1) collecting its assets;
(2) disposing of its properties that will not be distributed in kind to persons owning transferable interests;
(3) discharging or making provisions for discharging its liabilities;
(4) distributing its remaining property in accordance with Section 10A-5A-7.06; and
(5) doing every other act necessary to wind up and liquidate its activities and affairs.
(b) In winding up its activities and affairs, a limited liability company may:
(1) deliver for filing a statement of dissolution to the Secretary of State setting forth:
(A) The name of the limited liability company.
(B) The unique identifying number or other designation as assigned by the Secretary of State.
(C) That the limited liability company has dissolved.
(D) Any other information the limited liability company deems appropriate.
(2) preserve the limited liability company's activities and affairs and property as a going concern for a reasonable time;
(3) prosecute, defend, or settle actions or proceedings, whether civil, criminal, or administrative;
(4) transfer the limited liability company's assets;
(5) resolve disputes by mediation or arbitration; and
(6) merge or convert in accordance with Article 10 of this chapter or Article 8 of Chapter 1.
(c) The dissolution of a limited liability company does not:
(1) transfer title to the limited liability company's property;
(2) prevent the commencement of a proceeding by or against the limited liability company in its limited liability company name;
(3) terminate, abate, or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution;
(4) terminate the authority of its registered agent; or
(5) abate, suspend, or otherwise alter the application of Section 10A-5A-3.01.
(d) A statement of dissolution shall be deemed to be a filing instrument under Chapter 1.
(Act 2014-144, p. 265, §1; Act 2016-379, p. 934, §4; Act 2018-125, §6; Act 2020-73, §10; Act 2021-299, §5.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 7 - Dissolution, Winding Up, and Reinstatement.›Section 10A-5A-7.03 - Right to Wind Up Activities and Affairs.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 7 - Dissolution, Winding Up, and Reinstatement. › Section 10A-5A-7.03 - Right to Wind Up Activities and Affairs.
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Section 10A-5A-7.03
Right to wind up activities and affairs.
(a) The person or persons designated in the limited liability company agreement to wind up the activities and affairs of the dissolved limited liability company shall wind up the activities and affairs of the limited liability company in accordance with Section 10A-5A-7.02. If no person or persons are designated in the limited liability company agreement to wind up the activities and affairs of the dissolved limited liability company, then the remaining members of the dissolved limited liability company shall wind up the activities and affairs of the limited liability company in accordance with Section 10A-5A-7.02. If no person or persons are designated in the limited liability company agreement to wind up the activities and affairs of the dissolved limited liability company and there are no remaining members of the dissolved limited liability company, then all of the holders of the transferable interests of the limited liability company, or their designee, shall wind up the activities and affairs of the limited liability company in accordance with Section 10A-5A-7.02.
(b) The designated court, and if none, the circuit court for the county in which the limited liability company's principal office within this state is located, and if the limited liability company does not have a principal office within this state then the circuit court for the county in which the limited liability company's most recent registered office is located, may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the limited liability company's activities and affairs:
(1) on application of a member, if the applicant establishes good cause;
(2) on application of a transferee, if:
(A) the limited liability company does not have any members; and
(B) within a reasonable time following the dissolution, no person having the authority to wind up the activities and affairs of the limited liability company pursuant to subsection (a) is winding up the activities and affairs of the limited liability company; or
(3) in connection with a proceeding under Section 10A-5A-7.01(d).
(Act 2014-144, p. 265, §1; Act 2020-73, §10.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 7 - Dissolution, Winding Up, and Reinstatement.›Section 10A-5A-7.04 - Known Claims Against Dissolved Limited Liability Company.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 7 - Dissolution, Winding Up, and Reinstatement. › Section 10A-5A-7.04 - Known Claims Against Dissolved Limited Liability Company.
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Section 10A-5A-7.04
Known claims against dissolved limited liability company.
(a) A dissolved limited liability company may dispose of any known claims against it by following the procedures described in subsection (b) at any time after the effective date of the dissolution of the limited liability company.
(b) A dissolved limited liability company may give notice of the dissolution in a record to the holder of any known claim. The notice must:
(1) identify the dissolved limited liability company;
(2) describe the information required to be included in a claim;
(3) provide a mailing address to which the claim is to be sent;
(4) state the deadline, which may not be fewer than 120 days from the effective date of the notice, by which the dissolved limited liability company must receive the claim; and
(5) state that if not sooner barred, the claim will be barred if not received by the deadline.
(c) Unless sooner barred by any other statute limiting actions, a claim against a dissolved limited liability company is barred:
(1) if a claimant who was given notice under subsection (b) does not deliver the claim to the dissolved limited liability company by the deadline; or
(2) if a claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.
(d) For purposes of this section, known claim or claim includes unliquidated claims, but does not include a contingent liability that has not matured so that there is no immediate right to bring suit or a claim based on an event occurring after the effective date of dissolution.
(e) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.
(Act 2014-144, p. 265, §1; Act 2021-299, §5.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 7 - Dissolution, Winding Up, and Reinstatement.›Section 10A-5A-7.05 - Other Claims Against Dissolved Limited Liability Company.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 7 - Dissolution, Winding Up, and Reinstatement. › Section 10A-5A-7.05 - Other Claims Against Dissolved Limited Liability Company.
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Section 10A-5A-7.05
Other claims against dissolved limited liability company.
(a) A dissolved limited liability company may publish notice of its dissolution and request that persons with claims against the dissolved limited liability company present them in accordance with the notice.
(b) The notice authorized by subsection (a) must:
(1) be published at least one time in a newspaper of general circulation in the county in which the dissolved limited liability company's principal office is located or, if it has none in this state, in the county in which the dissolved limited liability company's most recent registered office is located;
(2) describe the information that must be included in a claim and provide a mailing address to which the claim is to be sent; and
(3) state that if not sooner barred, a claim against the dissolved limited liability company will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice.
(c) If a dissolved limited liability company publishes a newspaper notice in accordance with subsection (b), unless sooner barred by any other statute limiting actions, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within two years after the publication date of the newspaper notice:
(1) a claimant who was not given notice under Section 10A-5A-7.04(b);
(2) a claimant whose claim was timely sent to the dissolved limited liability company but not acted on by the dissolved limited liability company; and
(3) a claimant whose claim is contingent at the effective date of the dissolution of the limited liability company, or is based on an event occurring after the effective date of the dissolution of the limited liability company.
(d) A claim that is not barred under this section, any other statute limiting actions, or Section 10A-5A-7.04 may be enforced:
(1) against a dissolved limited liability company, to the extent of its undistributed assets; and
(2) except as provided in subsection (h), if the assets of a dissolved limited liability company have been distributed after dissolution, against the person or persons owning the transferable interests to the extent of that person's proportionate share of the claim or of the assets distributed to that person after dissolution, whichever is less, but a person's total liability for all claims under subsection (d) may not exceed the total amount of assets distributed to that person after dissolution of the limited liability company.
(e) A dissolved limited liability company that published a notice under this section may file an application with the circuit court for the county in which the dissolved limited liability company's principal office is located in this state, and if the limited liability company does not have a principal office within this state, with the circuit court for the county in which the dissolved limited liability company's most recent registered office is located, for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved limited liability company or that are based on an event occurring after the effective date of the dissolution of the limited liability company but that, based on the facts known to the dissolved limited liability company, are reasonably estimated to arise after the effective date of the dissolution of the limited liability company. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection (c).
(f) Within 10 days after the filing of the application provided for in subsection (e), notice of the proceeding shall be given by the dissolved limited liability company to each potential claimant as described in subsection (e).
(g) The circuit court under subsection (e) may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, shall be paid by the dissolved limited liability company.
(h) Provision by the dissolved limited liability company for security in the amount and the form ordered by the circuit court under subsection (e) shall satisfy the dissolved limited liability company's obligation with respect to claims that are contingent, have not been made known to the dissolved limited liability company, or are based on an event occurring after the effective date of the dissolution of the limited liability company, and those claims may not be enforced against a person owning a transferable interest to whom assets have been distributed by the dissolved limited liability company after the effective date of the dissolution of the limited liability company.
(i) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.
(j) If a claim has been satisfied, disposed of, or barred under Section 10A-5A-7.04, this section, or other law, the person or persons designated to wind up the affairs of a limited liability company, and the owners of the transferable interests receiving assets from the limited liability company, shall not be liable for that claim.
(Act 2014-144, p. 265, §1; Act 2020-73, §10; Act 2021-299, §5.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 7 - Dissolution, Winding Up, and Reinstatement.›Section 10A-5A-7.06 - Application of Assets in Winding Up Limited Liability Company's Activities and...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 7 - Dissolution, Winding Up, and Reinstatement. › Section 10A-5A-7.06 - Application of Assets in Winding Up Limited Liability Company's Activities and Affairs.
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Section 10A-5A-7.06
Application of assets in winding up limited liability company's activities and affairs.
Upon the winding up of a limited liability company, the assets shall be applied as follows:
(a) Payment, or adequate provision for payment, shall be made to creditors, including, to the extent permitted by law, members who are creditors, in satisfaction of liabilities of the limited liability company.
(b) After a limited liability company complies with subsection (a), any surplus must be distributed:
(1) first, to each person owning a transferable interest that reflects contributions made on account of the transferable interest and not previously returned, an amount equal to the value of the person's unreturned contributions; and
(2) then to each person owning a transferable interest in the proportions in which the owners of transferable interests share in distributions before dissolution.
(c) If the limited liability company does not have sufficient surplus to comply with subsection (b)(1), any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.
(Act 2014-144, p. 265, §1; Act 2021-299, §5.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 7 - Dissolution, Winding Up, and Reinstatement.›Section 10A-5A-7.07 - Reinstatement After Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 7 - Dissolution, Winding Up, and Reinstatement. › Section 10A-5A-7.07 - Reinstatement After Dissolution.
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Section 10A-5A-7.07
Reinstatement after dissolution.
A limited liability company that has been dissolved may be reinstated upon compliance with the following conditions:
(a) the consent shall have been obtained from the members or other persons entitled to consent at the time that is:
(1) required for reinstatement under the limited liability company agreement; or
(2) if the limited liability company agreement does not state the consent required for reinstatement, sufficient for dissolution under the limited liability company agreement; or
(3) if the limited liability company agreement neither states the consent required for reinstatement nor for dissolution, sufficient for dissolution under this chapter;
(b) in the case of a written objection to reinstatement having been delivered to the limited liability company before or at the time of the consent required by subsection (a) by the members or other persons having authority under the limited liability company agreement to bring about or prevent dissolution of the limited liability company, those members or persons withdrawing that written objection effective at the time of the consent required by subsection (a);
(c) in the case of a limited liability company dissolved in a judicial proceeding initiated by one or more of the members, the consent of each of those members shall have been obtained and shall be included in the consent required by subsection (a); and
(d) the filing of a certificate of reinstatement in accordance with Section 10A-5A-7.08.
(Act 2014-144, p. 265, §1; Act 2021-299, §5.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 7 - Dissolution, Winding Up, and Reinstatement.›Section 10A-5A-7.08 - Certificate of Reinstatement.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 7 - Dissolution, Winding Up, and Reinstatement. › Section 10A-5A-7.08 - Certificate of Reinstatement.
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Section 10A-5A-7.08
Certificate of reinstatement.
(a) In order to reinstate a limited liability company under this article, a certificate of reinstatement shall be delivered for filing to the Secretary of State which certificate of reinstatement shall have attached thereto a true and complete copy of the limited liability company's certificate of formation. The certificate of reinstatement shall state:
(1) the name of the limited liability company before reinstatement;
(2) the name of the limited liability company following reinstatement, which limited liability company name shall comply with Section 10A-5A-7.09;
(3) the date of formation of the limited liability company;
(4) the date of dissolution of the limited liability company, if known;
(5) a statement that all applicable conditions of Section 10A-5A-7.07 have been satisfied;
(6) the address of the registered office and the name of the registered agent at that address in compliance with Article 5 of Chapter 1; and
(7) The unique identifying number or other designation as assigned by the Secretary of State.
(b) A limited liability company shall not be required to file a statement of dissolution in order to file a certificate of reinstatement.
(c) A certificate of reinstatement shall be deemed to be a filing instrument under Chapter 1.
(Act 2014-144, p. 265, §1; Act 2020-73, §10.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-7/section-10a-5a-7-09/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 7 - Dissolution, Winding Up, and Reinstatement.›Section 10A-5A-7.09 - Limited Liability Company Name Upon Reinstatement.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 7 - Dissolution, Winding Up, and Reinstatement. › Section 10A-5A-7.09 - Limited Liability Company Name Upon Reinstatement.
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Section 10A-5A-7.09
Limited liability company name upon reinstatement.
The name of a limited liability company following reinstatement shall be determined as follows:
(a) If the limited liability company remains in the Secretary of State's records as a limited liability company which has not been dissolved, then the name of the limited liability company following reinstatement shall be that limited liability company name at the time of reinstatement.
(b) If the limited liability company is listed in the Secretary of State's records as a limited liability company that has been dissolved, then the name of a limited liability company following reinstatement shall be that limited liability company name at the time of reinstatement if that limited liability company name complies with Article 5 of Chapter 1 at the time of reinstatement. If that limited liability company name does not comply with Article 5 of Chapter 1, the name of the limited liability company following reinstatement shall be that limited liability company name followed by the word "reinstated."
(c) A limited liability company shall not be required to file a statement of dissolution in order to retain or obtain the name of the limited liability company.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-7/section-10a-5a-7-10/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 7 - Dissolution, Winding Up, and Reinstatement.›Section 10A-5A-7.10 - Effect of Reinstatement.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 7 - Dissolution, Winding Up, and Reinstatement. › Section 10A-5A-7.10 - Effect of Reinstatement.
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Section 10A-5A-7.10
Effect of reinstatement.
(a) Subject to subsection (b), upon reinstatement, the limited liability company shall be deemed for all purposes to have continued its activities and affairs as if dissolution had never occurred; and each right inuring to, and each debt, obligation, and liability incurred by, the limited liability company after the dissolution shall be determined as if the dissolution had never occurred.
(b) The rights of persons acting in reliance on the dissolution before those persons had notice of the reinstatement shall not be adversely affected by the reinstatement.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-8/section-10a-5a-8-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 8 - Limited Liabilty Companies Performing Professional Services.›Section 10A-5A-8.01 - Special Rules for Limited Liability Companies Performing Professional Services...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 8 - Limited Liabilty Companies Performing Professional Services. › Section 10A-5A-8.01 - Special Rules for Limited Liability Companies Performing Professional Services.
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Section 10A-5A-8.01
Special rules for limited liability companies performing professional services.
(a) A limited liability company shall have the power to render professional services if it complies with the rules of the licensing authority for such profession.
(b) Every individual who renders professional services as a member or as an employee of a limited liability company shall be liable for any negligent or wrongful act or omission in which the individual personally participates to the same extent the individual would be liable if the individual rendered the services as a sole practitioner.
(c) Except as otherwise provided in subsection (b), the personal liability of a member of any limited liability company engaged in providing professional services shall be governed by Section 10A-5A-3.01.
(d) The personal liability of a member, manager, or employee of a foreign limited liability company engaged in providing professional services shall be determined under the law of the jurisdiction in which the foreign limited liability company is organized.
(e) Nothing in this article shall restrict or limit in any manner the authority or duty of a licensing authority with respect to individuals rendering a professional service within the jurisdiction of the licensing authority. Nothing in this article shall restrict or limit any law, rule, or regulation pertaining to standards of professional conduct.
(f) Nothing in this article shall limit the authority of a licensing authority to impose requirements in addition to those stated in this chapter on any limited liability company or foreign limited liability company rendering professional services within the jurisdiction of the licensing authority.
(g) A member's transferrable interest in a limited liability company organized to render professional services may be voluntarily transferred only to a qualified person.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-8/section-10a-5a-8-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 8 - Limited Liabilty Companies Performing Professional Services.›Section 10A-5A-8.02 - Death or Disqualification of Member.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 8 - Limited Liabilty Companies Performing Professional Services. › Section 10A-5A-8.02 - Death or Disqualification of Member.
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Section 10A-5A-8.02
Death or disqualification of member.
(a) In the case of a limited liability company performing professional services, upon the death of a member, upon a member becoming a disqualified person, or upon a transferable interest being transferred by operation of law or court decree to a disqualified person, the transferable interest of the deceased member or of the disqualified person may be transferred to a qualified person and, if not so transferred, subject to Section 10A-5A-4.06, shall be purchased by the limited liability company as provided in this section.
(b) If the price of the transferable interest is not fixed by the limited liability company agreement, the limited liability company, within six months after the death or 30 days after the disqualification or transfer, as the case may be, shall make a written offer to pay to the holder of the transferable interest a specified price deemed by the limited liability company to be the fair value of the transferable interest as of the date of the death, disqualification, or transfer. The offer shall be given to the personal representative of the estate of the deceased member, the disqualified person, or the transferee, as the case may be, and shall be accompanied by a balance sheet of the limited liability company, as of the latest available date and not more than 12 months prior to the making of the offer, and a profit and loss statement of the limited liability company for the 12 months' period ended on the date of the balance sheet.
(c) If within 30 days after the date of the written offer from the limited liability company the fair value of the transferable interest is agreed upon between the personal representative of the estate of the deceased member, the disqualified person, or the transferee, as the case may be, and the limited liability company, payment therefor shall be made within 90 days, or such other period as the parties may agree, after the date of the offer. Upon payment of the agreed value, the personal representative of the estate of the deceased member, the disqualified person, or the transferee, as the case may be, shall cease to have any interest in, or claim to, the transferable interest.
(d) If within 30 days from the date of the written offer from the limited liability company, the personal representative of the estate of the deceased member, the disqualified person, or the transferee, as the case may be, and the limited liability company do not so agree as to the fair value of the transferable interest, then either party may commence a civil action in the designated court, and if none, in the circuit court for the county in which the limited liability company's principal office within this state is located, and if the limited liability company does not have a principal office within this state, then in the circuit court for the county in which the limited liability company's most recent registered office is located requesting that the fair value of the transferable interest be found and determined. The personal representative of the estate of the deceased member, the disqualified person, or the transferee, as the case may be, wherever residing, shall be made a party to the proceeding as an action against that person's transferable interest quasi in rem. Service shall be made in accordance with the rules of civil procedure. The personal representative of the estate of the deceased member, the disqualified person, or the transferee, as the case may be, shall be entitled to a judgment against the limited liability company for the amount of the fair value of that person's transferable interest as of the date of death, disqualification, or transfer. The court, in its discretion, may order that the judgment be paid in installments and with interest and on terms as the court may determine. The court, if it so elects, may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the power and authority as shall be specified in the order of their appointment or an amendment thereof.
(e) The judgment shall include an allowance for interest at the rate the court finds to be fair and equitable in all the circumstances, from the date of death, disqualification, or transfer.
(f) The costs and expenses of any proceeding shall be determined by the court and shall be assessed against the parties in a manner the court deems equitable.
(g) The expenses shall include reasonable compensation for and reasonable expenses of the appraisers and a reasonable attorney's fee but shall exclude the fees and expenses of counsel for and of experts employed by any party, but: (1) if the fair value of the transferable interest as determined materially exceeds the amount which the limited liability company offered to pay therefor, or if no offer was made by the limited liability company, the court in its discretion may award to the personal representative of the estate of the deceased member, the disqualified person, or the transferee, as the case may be, the sum the court determines to be reasonable compensation to any expert or experts employed by the personal representative of the estate of the deceased member, the disqualified person, or the transferee, as the case may be, in the proceeding; and (2) if the offer of the limited liability company for the transferable interest materially exceeds the amount of the fair value of the transferable interest as determined, the court, in its discretion, may award to the limited liability company the sum the court determines to be reasonable compensation to any expert or experts employed by the limited liability company in the proceeding.
(h) If the purchase or transfer of the transferable interest of a deceased member, a disqualified person, or a transferee is not completed within 12 months after the death of the deceased member or 12 months after the disqualification or transfer, as the case may be, the limited liability company shall forthwith cancel the transferable interest on its books and the personal representative of the estate of the deceased member, the disqualified person, or the transferee, as the case may be, shall have no further interest in the transferable interest other than that person's right to payment for the transferable interest under this section.
(i) This section shall not require a limited liability company to purchase a transferable interest of a disqualified person if the disqualification is for less than 12 months from the date of disqualification. A limited liability company may require the disqualified person to sell the disqualified person's transferable interest to the limited liability company upon any disqualification.
(j) Any provision of a limited liability company agreement regarding the purchase or transfer of a transferable interest of a limited liability company performing professional services shall be specifically enforceable in the courts of Alabama.
(k) Nothing in this section shall prevent or relieve a limited liability company from paying pension benefits or other deferred compensation.
(Act 2014-144, p. 265, §1; Act 2020-73, §10.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-9/section-10a-5a-9-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 9 - Actions by Members.›Section 10A-5A-9.01 - Direct Action by Members.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 9 - Actions by Members. › Section 10A-5A-9.01 - Direct Action by Members.
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Section 10A-5A-9.01
Direct action by members.
(a) Subject to subsection (b), a member may maintain a direct action against another member or members or the limited liability company, or a series thereof, to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the limited liability company agreement or this chapter or arising independently of the membership relationship.
(b) A member maintaining a direct action under subsection (a) must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company, or series thereof.
(c)(1) A member may maintain a direct action to enforce a right of a limited liability company if all members at the time of suit are parties to the action.
(2) A member associated with a series may maintain a direct action to enforce a right of the series if all members associated with the series at the time of suit are parties to the action.
(d) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-9/section-10a-5a-9-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 9 - Actions by Members.›Section 10A-5A-9.02 - Right of Derivative Action.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 9 - Actions by Members. › Section 10A-5A-9.02 - Right of Derivative Action.
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Section 10A-5A-9.02
Right of derivative action.
(a) A member may commence or maintain a derivative action in the right of a limited liability company to enforce a right of the limited liability company by complying with this article.
(b) A member associated with a series of a limited liability company may commence or maintain a derivative action in the right of the series to enforce a right of the series by complying with this article.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-9/section-10a-5a-9-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 9 - Actions by Members.›Section 10A-5A-9.03 - Standing.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 9 - Actions by Members. › Section 10A-5A-9.03 - Standing.
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Section 10A-5A-9.03
Standing.
(a) A member may commence or maintain a derivative action in the right of the limited liability company only if the member:
(1) fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company; and
(2) either:
(A) was a member of the limited liability company at the time of the act or omission of which the member complains; or
(B) whose status as a member devolved upon the person by operation of law or pursuant to the terms of the limited liability company agreement from a person who was a member at the time of the act or omission of which the member complains.
(b) A member associated with a series of a limited liability company may commence or maintain a derivative action in the right of the series only if the member:
(1) fairly and adequately represents the interests of the series in enforcing the right of the series; and
(2) either:
(A) was associated with the series at the time of the act or omission of which the member complains; or
(B) whose status as a member associated with the series devolved upon the person by operation of law or pursuant to the terms of the limited liability company agreement from a person who was a member associated with the series at the time of the act or omission of which the member complains.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-9/section-10a-5a-9-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 9 - Actions by Members.›Section 10A-5A-9.04 - Demand.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 9 - Actions by Members. › Section 10A-5A-9.04 - Demand.
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Section 10A-5A-9.04
Demand.
A member may commence a derivative action in the right of the limited liability company, or a series thereof, if:
(a) the member first makes a written demand upon the limited liability company or the series, as the case may be, to bring an action to enforce the right and the limited liability company or the series, as the case may be, does not bring the action within a reasonable time; or
(b) a demand under subsection (a) would be futile.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-9/section-10a-5a-9-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 9 - Actions by Members.›Section 10A-5A-9.05 - Pleading.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 9 - Actions by Members. › Section 10A-5A-9.05 - Pleading.
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Section 10A-5A-9.05
Pleading.
In a derivative action, the complaint must state with particularity:
(a) the date and content of plaintiff's demand and the response by the limited liability company or the series, as the case may be, to the demand; or
(b) why the demand should be excused as futile.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-9/section-10a-5a-9-06/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 9 - Actions by Members.›Section 10A-5A-9.06 - Stay of Proceedings.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 9 - Actions by Members. › Section 10A-5A-9.06 - Stay of Proceedings.
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Section 10A-5A-9.06
Stay of proceedings.
For the purpose of allowing the limited liability company or the series thereof, as the case may be, time to undertake an inquiry into the allegations made in the demand or complaint commenced pursuant to this article, the court may stay any derivative action for the period the court deems appropriate.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-9/section-10a-5a-9-07/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 9 - Actions by Members.›Section 10A-5A-9.07 - Discontinuance or Settlement.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 9 - Actions by Members. › Section 10A-5A-9.07 - Discontinuance or Settlement.
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Section 10A-5A-9.07
Discontinuance or settlement.
A derivative action may not be dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be given to members of the limited liability company or the members associated with the series of the limited liability company, as the case may be, in such manner as the court directs.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-9/section-10a-5a-9-08/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 9 - Actions by Members.›Section 10A-5A-9.08 - Proceeds and Expenses.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 9 - Actions by Members. › Section 10A-5A-9.08 - Proceeds and Expenses.
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Section 10A-5A-9.08
Proceeds and expenses.
(a) Except as otherwise provided in subsection (b):
(1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company or series thereof, as the case may be, and not to the derivative plaintiff; and
(2) if the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited liability company or series thereof, as the case may be.
(b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from the recovery of the limited liability company or the series thereof, as the case may be.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-9/section-10a-5a-9-09/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 9 - Actions by Members.›Section 10A-5A-9.09 - Applicability to Foreign Limited Liability Companies.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 9 - Actions by Members. › Section 10A-5A-9.09 - Applicability to Foreign Limited Liability Companies.
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Section 10A-5A-9.09
Applicability to foreign limited liability companies.
In any derivative action in the right of a foreign limited liability company, or a series thereof, the right of a person to commence or maintain a derivative action in the right of a foreign limited liability company, or a series thereof, and any matters raised in the action covered by Sections 10A-5A-9.02 through 10A-5A-9.08 shall be governed by the law of the jurisdiction under which the foreign limited liability company was formed; except that any matters raised in the action covered by Sections 10A-5A-9.06, 10A-5A-9.07, and 10A-5A-9.08 shall be governed by the law of this state.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-10/section-10a-5a-10-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 10 - Conversions and Mergers.›Section 10A-5A-10.01 - Conversion.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 10 - Conversions and Mergers. › Section 10A-5A-10.01 - Conversion.
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Section 10A-5A-10.01
Conversion.
(a) An organization other than a limited liability company may convert to a limited liability company, and a limited liability company may convert to an organization other than a limited liability company pursuant to this section, Sections 10A-5A-10.02 through 10A-5A-10.03, and a plan of conversion, if:
(1) the governing statute of the organization that is not a limited liability company authorizes the conversion;
(2) the law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and
(3) the converting organization and the converted organization each comply with the governing statute and organizational documents applicable to that organization in effecting the conversion.
(b) A plan of conversion must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;
(2) the name, type of organization, and mailing address of the principal office of the converted organization after conversion;
(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration allowed in Section 10A-5A-10.01(c); and
(4) the organizational documents of the converted organization.
(c) In connection with a conversion, rights or securities of or interests in the converting organization may be exchanged for or converted into cash, property, or rights or securities of or interests in the converted organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another organization or may be cancelled.
(Act 2014-144, p. 265, §1; Act 2019-94, §2.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-10/section-10a-5a-10-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 10 - Conversions and Mergers.›Section 10A-5A-10.02 - Action on Plan of Conversion by Converting Limited Liability Company.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 10 - Conversions and Mergers. › Section 10A-5A-10.02 - Action on Plan of Conversion by Converting Limited Liability Company.
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Section 10A-5A-10.02
Action on plan of conversion by converting limited liability company.
(a) Subject to Section 10A-5A-10.09, a plan of conversion must be consented to by all the members of a converting limited liability company.
(b) Subject to Section 10A-5A-10.09 and any contractual rights, after a conversion is approved, and at any time before a filing is made under Section 10A-5A-10.03, a converting limited liability company may amend the plan or abandon the planned conversion:
(1) as provided in the plan; and
(2) except as prohibited by the plan, by the same consent as was required to approve the plan.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-10/section-10a-5a-10-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 10 - Conversions and Mergers.›Section 10A-5A-10.03 - Filings Required for Conversion; Effective Date.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 10 - Conversions and Mergers. › Section 10A-5A-10.03 - Filings Required for Conversion; Effective Date.
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Section 10A-5A-10.03
Filings required for conversion; effective date.
(a) After a plan of conversion is approved:
(1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), which statement of conversion must be signed in accordance with Section 10A-5A-2.04(a) and which must include:
(A) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;
(B) the date of the filing of the certificate of formation of the converting organization, if any, and all prior amendments and the filing office or offices, if any, where such is filed;
(C) a statement that the converting organization has been converted into the converted organization;
(D) the name and type of organization of the converted organization and the jurisdiction of its governing statute;
(E) the street and mailing address of the principal office of the converted organization;
(F) the date the conversion is effective under the governing statute of the converted organization;
(G) a statement that the conversion was approved as required by this chapter;
(H) a statement that the conversion was approved as required by the governing statute of the converted organization; and
(I) a statement that a copy of the plan of conversion will be furnished by the converted organization, on request and without cost, to any owner of the converting organization; and
(J) if the converted organization is a foreign organization not authorized to conduct activities and affairs in this state, the street and mailing address of an office for the purposes of Section 10A-5A-10.04(b); and
(2) if the converted organization is a limited liability company, the converting organization shall deliver for filing a certificate of formation in accordance with subsection (d), which certificate of formation must include, in addition to the information required by Section 10A-5A-2.01(a):
(A) a statement that the limited liability company was converted from the converting organization;
(B) the name and type of organization of the converting organization, the jurisdiction of the converting organization's governing statute, and the converting organization's unique identifying number or other designation as assigned by the Secretary of State, if any; and
(C) a statement that the conversion was approved in a manner that complied with the converting organization's governing statute.
(b) A conversion becomes effective:
(1) if the converted organization is a limited liability company, when the certificate of formation takes effect; and
(2) if the converted organization is not a limited liability company, as provided by the governing statute of the converted organization.
(c) If the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, then the converting organization shall deliver for filing the statement of conversion required under subsection (a)(1) to the Secretary of State.
(d) If the converted organization is a limited liability company, the converting organization shall deliver for filing the certificate of formation required under subsection (a)(2) to the Secretary of State.
(e) If the converting organization is required to deliver for filing a statement of conversion and a certificate of formation to the Secretary of State, then the converting organization shall deliver for filing the statement of conversion and the certificate of formation to the Secretary of State simultaneously.
(f) After a conversion becomes effective, if the converted organization is a limited liability company then, except for certified copies of documents permitted to be delivered to the judge of probate for filing pursuant to subsection (h) all filing instruments required to be filed under this title regarding that converted organization shall be filed with the Secretary of State.
(g) If:
(1) the converting organization is a filing entity or a foreign filing entity registered to conduct activities and affairs in this state;
(2) the converted organization will be a filing entity or a foreign filing entity registered to conduct activities and affairs in this state;
(3) the name of the converting organization and the converted organization are to be the same, other than words, phrases, or abbreviations indicating the type of entity; and
(4) the name of the converted organization complies with Division A of Article 5 of Chapter 1 or Section 10A-1-7.07, as the case may be; then notwithstanding Division B of Article 5 of Chapter 1, no name reservation shall be required and the converted organization shall for all purpose of this title be entitled to utilize the name of the converting organization without any further action by the converting organization or the converted organization.
(h) A certified copy of any document required to be filed under this section may be filed in the real estate records in the office of the judge of probate in any county in which the converting organization owned real property, without payment and without collection by the judge of probate of any deed or other transfer tax or fee. The judge of probate shall, however, be entitled to collect a filing fee of five dollars ($5). Any such filing shall evidence chain of title, but lack of filing shall not affect the converted organization's title to such real property.
(i) A statement of conversion is a filing instrument under Chapter 1.
(j) The filing fees for a statement of conversion shall be as set forth in Chapter 1.
(Act 2014-144, p. 265, §1; Act 2016-379, p. 934, §4; Act 2019-94, §2.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-10/section-10a-5a-10-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 10 - Conversions and Mergers.›Section 10A-5A-10.04 - Effect of Conversion.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 10 - Conversions and Mergers. › Section 10A-5A-10.04 - Effect of Conversion.
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Section 10A-5A-10.04
Effect of conversion.
(a) When a conversion takes effect:
(1) all property and contract rights owned by the converting organization, or series thereof, remains vested in the converted organization without transfer, reversion, or impairment and the title to any property vested by deed or otherwise in the converting organization shall not revert or be in any way impaired by reason of the conversion;
(2) all debts, obligations, or other liabilities of the converting organization, or series thereof, continue as debts, obligations, or other liabilities of the converted organization and neither the rights of creditors, nor the liens upon the property of the converting organization shall be impaired by the conversion;
(3) an action or proceeding pending by or against the converting organization, or series thereof, continues as if the conversion had not occurred and the name of the converted entity may, but need not, be substituted for the name of the converting entity in any pending action or proceeding;
(4) except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting organization, or series thereof, remain vested in the converted organization;
(5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect;
(6) except as otherwise agreed, for all purposes of the laws of this state, the converting organization, and any series thereof, shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of the converting organization, or series thereof;
(7) for all purposes of the laws of this state, the rights, privileges, powers, interests in property, debts, liabilities, and duties of the converting organization, and all series thereof, shall be the rights, privileges, powers, interests in property, debts, liabilities, and duties of the converted organization, and shall not be deemed as a consequence of the conversion, to have been transferred to the converted organization;
(8) if the converted organization is a limited liability company, for all purposes of the laws of this state, the limited liability company shall be deemed to be the same organization as the converting organization, and the conversion shall constitute a continuation of the existence of the converting organization in the form of a limited liability company;
(9) if the converted organization is a limited liability company, the existence of the limited liability company shall be deemed to have commenced on the date the converting organization commenced its existence in the jurisdiction in which the converting organization was first created, formed, organized, incorporated, or otherwise came into being;
(10) the conversion shall not affect the choice of law applicable to matters arising prior to conversion; and
(11) If the Secretary of State has assigned a unique identifying number or other designation to the converting organization and (i) the converted organization is formed pursuant to, or its internal affairs are governed by, the laws of this state or (ii) the converted organization is, within 30 days after the effective date of the conversion, registered to transact business in this state, then that unique identifying number or other designation shall continue to be assigned to the converted organization.
(b) A converted organization that is a foreign entity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting limited liability company, or series thereof, is liable if, before the conversion, the converting limited liability company was subject to suit in this state on the debt, obligation, or other liability. If a converted organization that is a foreign entity fails to designate or maintain a registered agent, or the designated registered agent cannot with reasonable diligence be served, then service of process on that converted organization for the purposes of enforcing a debt, obligation, or other liability under this subsection may be made in the same manner and has the same consequences as provided in Section 10A-1-5.35.
(Act 2014-144, p. 265, §1; Act 2016-379, p. 934, §4; Act 2019-94, §2.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-10/section-10a-5a-10-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 10 - Conversions and Mergers.›Section 10A-5A-10.05 - Merger.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 10 - Conversions and Mergers. › Section 10A-5A-10.05 - Merger.
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Section 10A-5A-10.05
Merger.
(a) A limited liability company may merge with one or more other constituent organizations pursuant to this section, Sections 10A-5A-10.06 through 10A-5A-10.08, and a plan of merger, if:
(1) the governing statute of each of the other organizations authorizes the merger;
(2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and
(3) each of the other organizations complies with its governing statute in effecting the merger.
(b) A plan of merger must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of each constituent organization, the jurisdiction of the governing statute of each constituent organization, and the respective unique identifying number or other designation as assigned by the Secretary of State, if any, of each constituent organization;
(2) the name, type of organization, and mailing address of the principal office of the surviving organization, the unique identifying number or other designation as assigned by the Secretary of State, if any, of the surviving organization, the jurisdiction of the governing statute of the surviving organization, and, if the surviving organization is to be created pursuant to the merger, a statement to that effect;
(3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration as allowed by subsection (c);
(4) if the surviving organization is to be created pursuant to the merger, the surviving organization's organizational documents; and
(5) if the surviving organization is not to be created pursuant to the merger, any amendments to be made by the merger to the surviving organization's organizational documents.
(c) In connection with a merger, rights or securities of or interests in a constituent organization may be exchanged for or converted into cash, property, or rights or securities of or interests in the surviving organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another organization or may be cancelled.
(Act 2014-144, p. 265, §1; Act 2019-94, §2.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-10/section-10a-5a-10-06/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 10 - Conversions and Mergers.›Section 10A-5A-10.06 - Action on Plan of Merger by Constituent Limited Liability Company.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 10 - Conversions and Mergers. › Section 10A-5A-10.06 - Action on Plan of Merger by Constituent Limited Liability Company.
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Section 10A-5A-10.06
Action on plan of merger by constituent limited liability company.
(a) Subject to Section 10A-5A-10.09, a plan of merger must be consented to by all the members of a constituent limited liability company.
(b) Subject to Section 10A-5A-10.09 and any contractual rights, after a merger is approved, and at any time before a filing is made under Section 10A-5A-10.07, a constituent limited liability company may amend the plan or abandon the merger:
(1) as provided in the plan; and
(2) except as prohibited by the plan, with the same consent as was required to approve the plan.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-10/section-10a-5a-10-07/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 10 - Conversions and Mergers.›Section 10A-5A-10.07 - Filings Required for Merger; Effective Date.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 10 - Conversions and Mergers. › Section 10A-5A-10.07 - Filings Required for Merger; Effective Date.
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Section 10A-5A-10.07
Filings required for merger; effective date.
(a) After each constituent organization has approved the plan of merger, a statement of merger must be signed on behalf of:
(1) each constituent limited liability company, as provided in Section 10A-5A-2.04(a); and
(2) each other constituent organization, as provided by its governing statute.
(b) A statement of merger under this section must include:
(1) the name, type of organization, and mailing address of the principal office of each constituent organization, the jurisdiction of the governing statute of each constituent organization, and the respective unique identifying number or other designation as assigned by the Secretary of State, if any, of each constituent organization;
(2) the name, type of organization, and mailing address of the principal office of the surviving organization, the unique identifying number or other designation as assigned by the Secretary of State, if any, of the surviving organization, the jurisdiction of the governing statute of the surviving organization, and, if the surviving organization is created pursuant to the merger, a statement to that effect;
(3) the date of the filing of the certificate of formation, if any, and all prior amendments and the filing office or offices, if any, and where such is filed of each constituent organization which was formed under the laws of this state;
(4) the date the merger is effective under the governing statute of the surviving organization;
(5) if the surviving organization is to be created pursuant to the merger:
(A) if it will be a limited liability company, the limited liability company's certificate of formation; or
(B) if it will be an organization other than a limited liability company, any organizational document that creates the organization that is required to be in a public writing;
(6) if the surviving organization exists before the merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are required to be in a public writing;
(7) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(8) a statement that a copy of the plan of merger will be furnished by the surviving organization, on request and without cost, to any owner of any constituent organization which is a party to the merger;
(9) if the surviving organization is a foreign organization not authorized to conduct activities and affairs in this state, the street and mailing address of an office for the purposes of Section 10A-5A-10.08(b); and
(10) any additional information required by the governing statute of any constituent organization.
(c) The statement of merger shall be delivered for filing to the Secretary of State.
(d) A merger becomes effective under this article:
(1) if the surviving organization is a limited liability company, upon the later of:
(A) the filing of the statement of merger with the Secretary of State; or
(B) as specified in the statement of merger; or
(2) if the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization.
(e) After a merger becomes effective, if the surviving organization is a limited liability company, then, except for certified copies of the statement of merger permitted to be delivered to the judge of probate for filing pursuant to subsection (f), all filing instruments required to be filed under this title regarding that surviving organization shall be delivered for filing to the Secretary of State.
(f) A certified copy of the statement of merger required to be filed under this section may be filed in the real estate records in the office of the judge of probate in any county in which any constituent organization owned real property, without payment and without collection by the judge of probate of any deed or other transfer tax or fee. The judge of probate, however, shall be entitled to collect the filing fee of five dollars ($5). Any such filing shall evidence chain of title, but lack of filing shall not affect the surviving organization's title to such real property.
(g) A statement of merger is a filing instrument under Chapter 1.
(h) The filing fees for a statement of merger shall be as set forth in Chapter 1.
(Act 2014-144, p. 265, §1; Act 2016-379, p. 934, §4; Act 2019-94, §2.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-10/section-10a-5a-10-08/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 10 - Conversions and Mergers.›Section 10A-5A-10.08 - Effect of Merger.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 10 - Conversions and Mergers. › Section 10A-5A-10.08 - Effect of Merger.
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Section 10A-5A-10.08
Effect of merger.
(a) When a merger becomes effective:
(1) the surviving organization continues or, in the case of a surviving organization created pursuant to the merger, comes into existence;
(2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(3) except as provided in the plan of merger, all property owned by, and every contract right possessed by, each constituent organization, or series thereof, that ceases to exist vests in the surviving organization without transfer, reversion, or impairment and the title to any property and contract rights vested by deed or otherwise in the surviving organization shall not revert, be in any way impaired, or be deemed to be a transfer by reason of the merger;
(4) all debts, obligations, and other liabilities of each constituent organization, or series thereof, other than the surviving organization, are debts, obligations, and other liabilities of the surviving organization, and neither the rights of creditors, nor any liens upon the property of any constituent organization, shall be impaired by the merger;
(5) an action or proceeding pending by or against any constituent organization, or series thereof, continues as if the merger had not occurred and the name of the surviving organization may be, but need not be, substituted in any pending proceeding for the name of any constituent organization whose separate existence ceased in the merger;
(6) except as prohibited by law other than this chapter, or as provided in the plan of merger, all of the rights, privileges, franchises, immunities, powers, and purposes of each constituent organization, or series thereof, other than the surviving organization, vest in the surviving organization;
(7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(8) except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company and does not dissolve a series thereof;
(9) if the surviving organization is created pursuant to the merger:
(A) if it is a limited liability company, the certificate of formation becomes effective; or
(B) if it is an organization other than a limited liability company, the organizational documents that create the organization become effective; and
(10) if the surviving organization existed before the merger, any amendments provided for in the statement of merger for the organizational documents of that organization become effective;
(11) the transferable interests of each limited liability company that is a constituent organization to the merger, and the ownership interests of each organization that is not a limited liability company, but is a constituent organization to the merger, that are to be converted in accordance with the terms of the merger into transferable interests, ownership interests, other securities, obligations, rights to acquire transferable interests, ownership interests, or other securities, cash, other property, or any combination of the foregoing, are converted, and the former holder of such transferable interests or ownership interests is entitled only to the rights provided to that former holder by those terms or the statute governing that former holder's constituent organization; and
(12) if the surviving organization exists before the merger:
(i) except as provided in the plan of merger, all property and contract rights of the surviving organization remain its property and contract rights without transfer, reversion, or impairment;
(ii) the surviving organization remains subject to all its debts, obligations, and other liabilities; and
(iii) except as provided by law other than this chapter, or the plan of merger, the surviving organization continues to hold all of its rights, privileges, franchises, immunities, powers, and purposes.
(b) A surviving organization that is a foreign entity consents to the jurisdiction of this state to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the debt, obligation, or other liability. If a surviving organization that is a foreign entity fails to designate or maintain a registered agent, or the designated registered agent cannot with reasonable diligence be served, then the service of process on that surviving organization for the purposes of enforcing a debt, obligation, or other liability under this subsection may be made in the same manner and has the same consequences as provided in Section 10A-1-5.35.
(Act 2014-144, p. 265, §1; Act 2016-379, p. 934, §4; Act 2018-125, §6; Act 2019-94, §2.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-10/section-10a-5a-10-09/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 10 - Conversions and Mergers.›Section 10A-5A-10.09 - Restrictions on Approval of Mergers and Conversions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 10 - Conversions and Mergers. › Section 10A-5A-10.09 - Restrictions on Approval of Mergers and Conversions.
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Section 10A-5A-10.09
Restrictions on approval of mergers and conversions.
(a) If a member of a converting or constituent limited liability company will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that member's consent to the plan.
(b) A member does not give the consent required by subsection (a) merely by consenting to a provision of the limited liability company agreement that permits the limited liability company agreement to be amended with the consent of fewer than all the members.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-10/section-10a-5a-10-10/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 10 - Conversions and Mergers.›Section 10A-5A-10.10 - Article Not Exclusive.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 10 - Conversions and Mergers. › Section 10A-5A-10.10 - Article Not Exclusive.
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Section 10A-5A-10.10
Article not exclusive.
This article is not exclusive. This article does not preclude an entity from being converted or merged under law other than this chapter.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-11/section-10a-5a-11-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 11 - Series Provisions.›Section 10A-5A-11.01 - Series of Assets.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 11 - Series Provisions. › Section 10A-5A-11.01 - Series of Assets.
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Section 10A-5A-11.01
Series of assets.
(a) If a limited liability company complies with Section 10A-5A-11.02, a limited liability company agreement may establish or provide for the establishment of one or more designated series of assets that:
(1) has separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; or
(2) has a separate purpose or investment objective.
(b) A series established in accordance with subsection (a) may carry on any activity, whether or not for profit.
(c) After a person is admitted as a member of a limited liability company in accordance with Section 10A-5A-4.01, a member is associated with a series of the limited liability company:
(1) as provided in the limited liability agreement;
(2) as the result of a transaction effective under Article 10; or
(3) with the consent of all members associated with that series.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-11/section-10a-5a-11-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 11 - Series Provisions.›Section 10A-5A-11.02 - Enforceability of Obligations and Expenses of Series Against Assets.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 11 - Series Provisions. › Section 10A-5A-11.02 - Enforceability of Obligations and Expenses of Series Against Assets.
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Section 10A-5A-11.02
Enforceability of obligations and expenses of series against assets.
(a) Subject to subsection (b):
(1) the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a series shall be enforceable against the assets of that series only, and shall not be enforceable against the assets of the limited liability company generally or any other series thereof; and
(2) none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the limited liability company generally or any other series thereof shall be enforceable against the assets of a series.
(b) Subsection (a) applies only if:
(1) the records maintained for that series account for the assets of that series separately from the other assets of the limited liability company or any other series;
(2) the limited liability company agreement contains a statement to the effect of the limitations provided in subsection (a); and
(3) the limited liability company's certificate of formation contains a statement that the limited liability company may have one or more series of assets subject to the limitations provided in subsection (a).
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-11/section-10a-5a-11-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 11 - Series Provisions.›Section 10A-5A-11.03 - Assets of Series.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 11 - Series Provisions. › Section 10A-5A-11.03 - Assets of Series.
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Section 10A-5A-11.03
Assets of series.
(a) Assets of a series may be held directly or indirectly, including being held in the name of the series or in the name of the limited liability company.
(b) If the records of a series are maintained in a manner so that the assets of the series can be reasonably identified by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentage or share of any assets, or by any other method in which the identity of the assets can be objectively determined, the records are considered to satisfy the requirements of Section 10A-5A-11.02(b)(1).
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-11/section-10a-5a-11-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 11 - Series Provisions.›Section 10A-5A-11.04 - Statement of Limitation on Liabilities of Series.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 11 - Series Provisions. › Section 10A-5A-11.04 - Statement of Limitation on Liabilities of Series.
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Section 10A-5A-11.04
Statement of limitation on liabilities of series.
The statement of limitation on liabilities of a series required by Section 10A-5A-11.02(b)(3) is sufficient regardless of whether:
(a) the limited liability company has established any series under this chapter when the statement of limitations is contained in the certificate of formation; and
(b) the statement of limitations makes reference to a specific series of the limited liability company.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-11/section-10a-5a-11-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 11 - Series Provisions.›Section 10A-5A-11.05 - Member's Power to Dissociate as a Member Associated With a Series; Wrongful D...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 11 - Series Provisions. › Section 10A-5A-11.05 - Member's Power to Dissociate as a Member Associated With a Series; Wrongful Dissociation.
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Section 10A-5A-11.05
Member's power to dissociate as a member associated with a series; wrongful dissociation.
(a) A person has the power to dissociate as a member associated with a series.
(b) A person's dissociation from a series is wrongful only if:
(1) it is in breach of an express provision of the limited liability company agreement; or
(2) the person is expelled as a member associated with the series by judicial determination under Section 10A-5A-11.06(f); or
(3) the person is dissociated as a member associated with a series by becoming a debtor in bankruptcy or making a general assignment for the benefit of creditors.
(c) A person that wrongfully dissociates as a member associated with a series is liable to the series and, subject to Section 10A-5A-9.01, to the other members associated with that series for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or liability of the member associated with a series to the series or the other members associated with that series.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-11/section-10a-5a-11-06/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 11 - Series Provisions.›Section 10A-5A-11.06 - Event Causing Dissociation of a Member Associated With a Series.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 11 - Series Provisions. › Section 10A-5A-11.06 - Event Causing Dissociation of a Member Associated With a Series.
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Section 10A-5A-11.06
Event causing dissociation of a member associated with a series.
A person is dissociated as a member associated with a series when any of the following occurs:
(a) the series has notice of the person's express will to dissociate from the series, except if the person specifies a dissociation date later than the date the series had notice, then the person is dissociated from the series on that later date;
(b) an event stated in the limited liability company agreement as causing the person's dissociation from the series occurs;
(c) the person is dissociated as a member of the limited liability company pursuant to Section 10A-5A-6.02;
(d) the person is expelled as a member associated with that series pursuant to the limited liability company agreement;
(e) the person is expelled as a member associated with the series by the unanimous consent of the other members associated with that series if:
(1) it is unlawful to carry on the series' activities and affairs with the person as a member associated with that series; or
(2) there has been a transfer of all of the person's transferable interest other than a transfer for security purposes; or
(3) the person is an organization and, within 90 days after the series notifies the person that it will be expelled as a member associated with that series because the person has filed a statement of dissolution or the equivalent, or its right to conduct activities and affairs has been suspended by its jurisdiction of formation, the statement of dissolution or the equivalent has not been revoked or its right to conduct activities and affairs has not been reinstated; or
(4) the person is an organization and, within 90 days after the series notifies the person that it will be expelled as a member associated with that series because the person has been dissolved and its activities and affairs are being wound up, the organization has not been reinstated or the dissolution and winding up have not been revoked or cancelled;
(f) on application by the series, the person is expelled as a member associated with that series by judicial order because the person:
(1) has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, that series' activities and affairs;
(2) has willfully or persistently committed, or is willfully and persistently committing, a material breach of the limited liability company agreement or the person's duty or obligation under this chapter or other applicable law; or
(3) has engaged, or is engaging, in conduct relating to that series' activities and affairs that makes it not reasonably practicable to carry on the activities and affairs with the person as a member associated with that series;
(g) in the case of a person who is an individual, the person dies, there is appointed a guardian or general conservator for the person or there is a judicial determination that the person has otherwise become incapable of performing the person's duties as a member associated with a series under this chapter or the limited liability company agreement;
(h) the person becomes a debtor in bankruptcy, executes an assignment for the benefit of creditors, or seeks, consents, or acquiesces to the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person's property but this subsection shall not apply to a person who is the sole remaining member associated with a series;
(i) in the case of a person that is a trust or is acting as a member by virtue of being a trustee of a trust, the trust's entire transferable interest is distributed, but not solely by reason of the substitution of a successor trustee;
(j) in the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire transferable interest is distributed, but not solely by reason of the substitution of a successor personal representative;
(k) in the case of a member associated with a series that is not an individual, the legal existence of the person otherwise terminates;
(l) the transfer of a member's entire remaining transferable interest but not until the later of (1) the transferee's becoming a member associated with the series or (2) the time the transfer is completed.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-11/section-10a-5a-11-07/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 11 - Series Provisions.›Section 10A-5A-11.07 - Effect of Person's Dissociation as a Member.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 11 - Series Provisions. › Section 10A-5A-11.07 - Effect of Person's Dissociation as a Member.
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Section 10A-5A-11.07
Effect of person's dissociation as a member.
(a) A person who has dissociated as a member associated with a series shall have no right to participate in the direction and oversight of the activities and affairs of that series and is entitled only to receive the distributions to which that member would have been entitled if the member had not dissociated from that series.
(b) A person's dissociation as a member associated with a series does not of itself discharge the person from any debt, obligation, or liability to that series, the limited liability company, or the other members that the person incurred while a member associated with that series.
(c) A member's dissociation from a series does not, in itself, cause the member to dissociate from any other series or require the winding up of the series.
(d) A member's dissociation from a series does not, in itself, cause the member to dissociate from the limited liability company.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-11/section-10a-5a-11-08/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 11 - Series Provisions.›Section 10A-5A-11.08 - Dissolution and Winding Up of Series.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 11 - Series Provisions. › Section 10A-5A-11.08 - Dissolution and Winding Up of Series.
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Section 10A-5A-11.08
Dissolution and winding up of series.
A series may be dissolved and its activities and affairs may be wound up without causing the dissolution of the limited liability company. The dissolution and winding up of a series does not abate, suspend, or otherwise affect the limitation on liabilities of the series provided by Section 10A-5A-11.02.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-11/section-10a-5a-11-09/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 11 - Series Provisions.›Section 10A-5A-11.09 - Event Requiring Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 11 - Series Provisions. › Section 10A-5A-11.09 - Event Requiring Dissolution.
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Section 10A-5A-11.09
Event requiring dissolution.
A series is dissolved and its activities and affairs shall be wound up upon the first to occur of the following:
(a) the dissolution of the limited liability company under Section 10A-5A-7.01;
(b) an event or circumstance that the limited liability company agreement states causes dissolution of the series;
(c) the consent of all of the members associated with the series;
(d) the passage of 90 days after the occurrence of the dissociation of the last remaining member associated with the series; or
(e) on application by a member associated with the series, an order dissolving the series on the grounds that it is not reasonably practicable to carry on the series' activities and affairs in conformity with the limited liability company agreement which order is entered by the designated court, and if none, by the circuit court for the county in which the limited liability company's principal office within this state is located, and if the limited liability company does not have a principal office within this state then by the circuit court for the county in which the limited liability company's most recent registered office is located.
(Act 2014-144, p. 265, §1; Act 2020-73, §10.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-11/section-10a-5a-11-10/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 11 - Series Provisions.›Section 10A-5A-11.10 - Effect of Dissolution of Series.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 11 - Series Provisions. › Section 10A-5A-11.10 - Effect of Dissolution of Series.
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Section 10A-5A-11.10
Effect of dissolution of series.
(a) A dissolved series continues its existence as a series but may not carry on any activities and affairs except as is appropriate to wind up and liquidate its activities and affairs, including:
(1) collecting the assets of the series;
(2) disposing of the properties of the series that will not be distributed in kind to persons owning transferable interests;
(3) discharging or making provisions for discharging the liabilities of the series;
(4) distributing the remaining property of the series in accordance with Section 10A-5A-11.14; and
(5) doing every other act necessary to wind up and liquidate the series' activities and affairs.
(b) In winding up a series' activities and affairs, a series may:
(1) preserve the series' activities and affairs and property as a going concern for a reasonable time;
(2) prosecute, defend, or settle actions or proceedings whether civil, criminal, or administrative;
(3) transfer the series' property; and
(4) resolve disputes by mediation or arbitration.
(c) The dissolution of a series does not:
(1) transfer title to the series' property;
(2) prevent the commencement of a proceeding by or against the series in the series' name;
(3) terminate, abate, or suspend a proceeding pending by or against the series on the effective date of dissolution; or
(4) abate, suspend, or otherwise alter the application of Section 10A-5A-3.01.
(Act 2014-144, p. 265, §1; Act 2021-299, §5.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-11/section-10a-5a-11-11/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 11 - Series Provisions.›Section 10A-5A-11.11 - Right to Wind Up Activities and Affairs of Series.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 11 - Series Provisions. › Section 10A-5A-11.11 - Right to Wind Up Activities and Affairs of Series.
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Section 10A-5A-11.11
Right to wind up activities and affairs of series.
(a) The person or persons designated in the limited liability company agreement to wind up the activities and affairs of the dissolved series shall wind up the activities and affairs of the dissolved series in accordance with Section 10A-5A-11.10. If no person or persons are designated in the limited liability company agreement to wind up the activities and affairs of the dissolved series, then the remaining members associated with the dissolved series shall wind up the activities and affairs of the dissolved series in accordance with Section 10A-5A-11.10. If no person or persons are designated in the limited liability company agreement to wind up the activities and affairs of the dissolved series and there are no remaining members associated with the dissolved series, then all of the holders of the transferable interests associated with the series, or their designee, shall wind up the activities and affairs of the dissolved series in accordance with Section 10A-5A-11.10.
(b) The designated court, and if none, the circuit court for the county in which the limited liability company's principal office within this state is located, and if the limited liability company does not have a principal office within this state then the circuit court for the county in which the limited liability company's most recent registered office is located may order judicial supervision of the winding up of a dissolved series, including the appointment of a person to wind up the series' activities and affairs:
(1) on application of a member associated with the series, if the applicant establishes good cause;
(2) on the application of a transferee associated with a series, if:
(A) there are no members associated with the series; and
(B) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (a); or
(3) in connection with a proceeding under Section 10A-5A-11.09(e).
(Act 2014-144, p. 265, §1; Act 2020-73, §10.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 11 - Series Provisions.›Section 10A-5A-11.12 - Known Claims Against Dissolved Series.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 11 - Series Provisions. › Section 10A-5A-11.12 - Known Claims Against Dissolved Series.
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Section 10A-5A-11.12
Known claims against dissolved series.
(a) A dissolved series may dispose of any known claims against it by following the procedures described in subsection (b), at any time after the effective date of the dissolution of the series.
(b) A dissolved series may give notice of the dissolution in a writing to the holder of any known claim. The notice must:
(1) identify the limited liability company and the dissolved series;
(2) describe the information required to be included in a claim;
(3) provide a mailing address to which the claim is to be sent;
(4) state the deadline, which may not be fewer than 120 days from the effective date of the notice, by which the dissolved series must receive the claim; and
(5) state that if not sooner barred, the claim will be barred if not received by the deadline.
(c) Unless sooner barred by any other statute limiting actions, a claim against a dissolved series is barred:
(1) If a claimant who was given notice under subsection (b) does not deliver the claim to the dissolved series by the deadline; or
(2) If a claimant whose claim was rejected by the dissolved series does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejected notice.
(d) For purposes of this section, known claim or claim includes unliquidated claims, but does not include a contingent liability that has not matured so that there is no immediate right to bring suit or a claim based on an event occurring after the effective date of dissolution.
(e) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.
(Act 2014-144, p. 265, §1; Act 2021-299, §5.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 11 - Series Provisions.›Section 10A-5A-11.13 - Other Claims Against Dissolved Series.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 11 - Series Provisions. › Section 10A-5A-11.13 - Other Claims Against Dissolved Series.
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Section 10A-5A-11.13
Other claims against dissolved series.
(a) A dissolved series may publish notice of its dissolution and request that persons with claims against the dissolved series present them in accordance with the notice.
(b) The notice authorized by subsection (a) must:
(1) be published at least one time in a newspaper of general circulation in the county in which the limited liability company's principal office is located or, if it has none in this state, in the county in which the limited liability company's most recent registered office is located;
(2) describe the information that must be included in a claim and provide a mailing address to which the claim is to be sent; and
(3) state that if not sooner barred, a claim against the dissolved series will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice.
(c) If a dissolved series publishes a newspaper notice in accordance with subsection (b), unless sooner barred by any other statute limiting actions, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved series within two years after the publication date of the newspaper notice:
(1) a claimant who was not given notice under Section 10A-5A-11.12(b);
(2) a claimant whose claim was timely sent to the dissolved series but not acted on by the dissolved series; and
(3) a claimant whose claim is contingent at the effective date of the dissolution of the series, or is based on an event occurring after the effective date of the dissolution of the series.
(d) A claim that is not barred under this section, any other statute limiting actions, or Section 10A-5A-11.12 may be enforced:
(1) against a dissolved series, to the extent of its undistributed assets associated with the series; and
(2) except as provided in subsection (h), if the assets of a dissolved series have been distributed after dissolution, against the person or persons owning the transferable interests associated with the series to the extent of that person's proportionate share of the claim or of the assets of the series distributed to that person after dissolution, whichever is less, but a person's total liability for all claims under this subsection may not exceed the total amount of assets of the series distributed to that person after dissolution of the series.
(e) A dissolved series that published a notice under this section may file an application with the circuit court for the county in which the limited liability company's principal office is located in this state and if the limited liability company does not have a principal office within this state then the circuit court for the county in which the limited liability company's most recent registered office is located, for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved series or that are based on an event occurring after the effective date of the dissolution of the series but that, based on the facts known to the dissolved series, are reasonably estimated to arise after the effective date of the dissolution of the series. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection (c).
(f) Within 10 days after the filing of the application provided for in subsection (e), notice of the proceeding shall be given by the dissolved series to each potential claimant as described in subsection (e).
(g) The circuit court under subsection (e) may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, shall be paid by the dissolved series.
(h) Provision by the dissolved series for security in the amount and the form ordered by the circuit court under subsection (e) shall satisfy the dissolved series' obligation with respect to claims that are contingent, have not been made known to the dissolved series, or are based on an event occurring after the effective date of the dissolution of the series, and those claims may not be enforced against a person owning a transferable interest to whom assets have been distributed by the dissolved series after the effective date of the dissolution of the series.
(i) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.
(j) If a claim has been satisfied, disposed of, or barred under Section 10A-5A-11.12, this section, or other law, the person or persons designated to wind up the affairs of a limited liability company, and the owners of the transferable interests receiving assets from the limited liability company, shall not be liable for that claim.
(Act 2014-144, p. 265, §1; Act 2020-73, §10; Act 2021-299, §5.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-11/section-10a-5a-11-14/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 11 - Series Provisions.›Section 10A-5A-11.14 - Application of Assets in Winding Up Series' Activities and Affairs.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 11 - Series Provisions. › Section 10A-5A-11.14 - Application of Assets in Winding Up Series' Activities and Affairs.
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Section 10A-5A-11.14
Application of assets in winding up series' activities and affairs.
Upon the winding up of a series, the assets of the series shall be applied as follows:
(a) Payment, or adequate provision for payment, shall be made to creditors of the series, including, to the extent permitted by law, members who are associated with the series and who are also creditors of the series, in satisfaction of liabilities of the series.
(b) After a series complies with subsection (a), any surplus must be distributed:
(1) first, to each person owning a transferable interest associated with that series that reflects contributions made on account of that transferable interest and not previously returned, an amount equal to the value of the unreturned contributions; and
(2) then to each person owning a transferable interest associated with that series in the proportions in which the owners of transferable interests associated with that series share in distributions prior to the dissolution of the series.
(c) If the series does not have sufficient surplus to comply with subsection (b)(1), any surplus must be distributed among the owners of transferable interests associated with that series in proportion to the value of their respective unreturned contributions.
(Act 2014-144, p. 265, §1; Act 2021-299, §5.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-11/section-10a-5a-11-15/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 11 - Series Provisions.›Section 10A-5A-11.15 - Reinstatement After Dissolution of a Series.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 11 - Series Provisions. › Section 10A-5A-11.15 - Reinstatement After Dissolution of a Series.
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Section 10A-5A-11.15
Reinstatement after dissolution of a series.
A series that has been dissolved may be reinstated upon compliance with the following conditions:
(a) the consent shall have been obtained from the members or other persons associated with the series entitled to consent at the time that is:
(1) required for reinstatement of the series under the limited liability company agreement; or
(2) if the limited liability company agreement does not state the consent required for reinstatement, sufficient for dissolution of the series under the limited liability company agreement; or
(3) if the limited liability company agreement neither states the consent required for reinstatement nor for dissolution, sufficient for dissolution of the series under this chapter;
(b) in the case of a written objection to reinstatement having been delivered to the series before or at the time of the consent required by subsection (a) by the members or other persons having authority under the limited liability company agreement to bring about or prevent dissolution of the series, those members or persons withdrawing that written objection effective at the time of the consent required by subsection (a); and
(c) In the case of a series dissolved in a judicial proceeding initiated by one or more of the members associated with the series, the consent of each of those members shall have been obtained and shall be included in the consent required by subsection (a)(1).
(Act 2014-144, p. 265, §1; Act 2021-299, §5.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-11/section-10a-5a-11-16/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 11 - Series Provisions.›Section 10A-5A-11.16 - Effect of Reinstatement.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 11 - Series Provisions. › Section 10A-5A-11.16 - Effect of Reinstatement.
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Section 10A-5A-11.16
Effect of reinstatement.
(a) Subject to subsection (b), upon reinstatement, a series shall be deemed for all purposes to have continued its activities and affairs as if dissolution had never occurred; each right inuring to, and each debt, obligation, and liability incurred by, the series after the dissolution shall be determined as if the dissolution had never occurred.
(b) The rights of persons acting in reliance on the dissolution of the series before those persons had notice of the reinstatement shall not be adversely affected by the reinstatement.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-12/section-10a-5a-12-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 12 - Transition Rules; Miscellaneous Provisions.›Section 10A-5A-12.01 - Application to Existing Relationships.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 12 - Transition Rules; Miscellaneous Provisions. › Section 10A-5A-12.01 - Application to Existing Relationships.
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Section 10A-5A-12.01
Application to existing relationships.
(a) Before January 1, 2017, this chapter governs only:
(1) a limited liability company formed on or after January 1, 2015; and
(2) except as otherwise provided in subsection (c), a limited liability company formed before January 1, 2015, which elects, in the manner provided in the limited liability company's operating agreement or as provided for by law for amending or restating the limited liability company's operating agreement, to be subject to this chapter.
(b) Except as otherwise provided in subsection (c), on and after January 1, 2017, this chapter governs all limited liability companies.
(c) For purposes of applying this chapter to a limited liability company formed before January 1, 2015:
(1) the limited liability company's formation document, whether articles of organization or certificate of formation, is deemed to be the limited liability company's certificate of formation;
(2) the limited liability company's operating agreement is deemed to be the limited liability company's limited liability company agreement;
(3) provisions in the limited liability company's formation documents, whether articles of organization or certificate of formation, shall operate as if those provisions were in the limited liability company's limited liability company agreement;
(4) if the limited liability company's formation document, whether articles of organization or certificate of formation, is amended or restated on or after January 1, 2015, and the limited liability company's formation document, whether articles of organization or certificate of formation, is in conflict with the limited liability company's limited liability agreement, then Section 10A-5A-1.10(d) shall govern; and
(5) any amendment or restatement of the limited liability company's formation document, whether articles of organization or certificate of formation, on or after January 1, 2015, shall conform with this chapter.
(Act 2014-144, p. 265, §1; Act 2015-165, §1.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 12 - Transition Rules; Miscellaneous Provisions.›Section 10A-5A-12.02 - Relation to Electronic Signatures in Global and National Commerce Act.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 12 - Transition Rules; Miscellaneous Provisions. › Section 10A-5A-12.02 - Relation to Electronic Signatures in Global and National Commerce Act.
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Section 10A-5A-12.02
Relation to electronic signatures in global and national commerce act.
This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. Section 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C. Section 7003(b).
(Act 2014-144, p. 265, §1.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 12 - Transition Rules; Miscellaneous Provisions.›Section 10A-5A-12.03 - Interstate Application.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 12 - Transition Rules; Miscellaneous Provisions. › Section 10A-5A-12.03 - Interstate Application.
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Section 10A-5A-12.03
Interstate application.
A limited liability company formed and existing under this chapter may conduct its activities and affairs, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-5a/article-12/section-10a-5a-12-04/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 5A - Alabama Limited Liability Company Law of 2014.›Article 12 - Transition Rules; Miscellaneous Provisions.›Section 10A-5A-12.04 - Savings Clause.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 12 - Transition Rules; Miscellaneous Provisions. › Section 10A-5A-12.04 - Savings Clause.
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Section 10A-5A-12.04
Savings clause.
(a) Except as provided in subsection (b), the repeal of a statute by this chapter does not affect:
(1) the operation of the statute or any action taken under it before its repeal;
(2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
(3) any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or
(4) any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.
(b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.
(Act 2014-144, p. 265, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-1/section-10a-8-1-01/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 1 - General Provisions.›Section 10A-8-1.01 - Short Title.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 1 - General Provisions. › Section 10A-8-1.01 - Short Title.
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Section 10A-8-1.01
Short title.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1102; amended and renumbered by Act 2009-513, p. 967, §248.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-1/section-10a-8-1-02/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 1 - General Provisions.›Section 10A-8-1.02 - Definitions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 1 - General Provisions. › Section 10A-8-1.02 - Definitions.
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Section 10A-8-1.02
Definitions.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-101; amended and renumbered by Act 2009-513, p. 967, §248.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-1/section-10a-8-1-03/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 1 - General Provisions.›Section 10A-8-1.03 - Knowledge and Notice.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 1 - General Provisions. › Section 10A-8-1.03 - Knowledge and Notice.
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Section 10A-8-1.03
Knowledge and notice.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-102; amended and renumbered by Act 2009-513, p. 967, §248.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-1/section-10a-8-1-04/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 1 - General Provisions.›Section 10A-8-1.04 - Effect of Partnership Agreement; Nonwaivable Provisions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 1 - General Provisions. › Section 10A-8-1.04 - Effect of Partnership Agreement; Nonwaivable Provisions.
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Section 10A-8-1.04
Effect of partnership agreement; nonwaivable provisions.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-103; amended and renumbered by Act 2009-513, p. 967, §248.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-1/section-10a-8-1-05/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 1 - General Provisions.›Section 10A-8-1.05 - Supplemental Principles of Law.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 1 - General Provisions. › Section 10A-8-1.05 - Supplemental Principles of Law.
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Section 10A-8-1.05
Supplemental principles of law.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-104; amended and renumbered by Act 2009-513, p. 967, §248.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-1/section-10a-8-1-06/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 1 - General Provisions.›Section 10A-8-1.06 - Execution, Filing, and Recording of Statements.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 1 - General Provisions. › Section 10A-8-1.06 - Execution, Filing, and Recording of Statements.
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Section 10A-8-1.06
Execution, filing, and recording of statements.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-105; amended and renumbered by Act 2009-513, p. 967, §248.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8/article-1/section-10a-8-1-07/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8 - General Partnerships.›Article 1 - General Provisions.›Section 10A-8-1.07 - Law Governing Internal Relations.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8 - General Partnerships. › Article 1 - General Provisions. › Section 10A-8-1.07 - Law Governing Internal Relations.
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Section 10A-8-1.07
Law governing internal relations.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-106; amended and renumbered by Act 2009-513, p. 967, §248.)
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Subsets and Splits
Unemployment Word Count by State
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CO Title 8 Word Count
Calculates the total number of words in the content of entries related to 'Title 8' in Colorado, providing insight into the volume of text data available for that specific category and state.