13A-9-44
Section 13A-9-44 Limitation on criminal liability for false advertising and bait advertising
by broadcasters, publishers, etc. A television or radio broadcasting station, or a publisher
or printer of a newspaper, magazine or other form of printed advertising, which broadcasts,
publishes or prints a false advertisement or a bait advertisement of another person or a telephone
company which furnishes service to a subscriber, without knowledge of the advertiser's or
subscriber's intent, plan or purpose, does not commit a crime under Sections 13A-9-42 and
13A-9-43. (Acts 1977, No. 607, p. 812, §4120.)...
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10A-5-3.01
Section 10A-5-3.01 Business transactions of a member with the limited liability company. REPEALED
IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. Except as otherwise
provided in the operating agreement, a member may lend money to and transact any lawful business
with the limited liability company and, subject to other applicable law, have the same rights
and obligations with respect thereto as a person who is not a member. (Acts 1993, No. 93-724,
p. 1425, §19; §10-12-19; amended and renumbered by Act 2009-513, p. 967, §228.)...
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10A-5-3.03
Section 10A-5-3.03 Agency power of members and managers; duties. REPEALED IN THE 2014 REGULAR
SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in subsection (b),
every member is an agent of the limited liability company for the purpose of its business
or affairs, and the act of any member, including, but not limited to, the execution in the
name of the limited liability company of any instrument, for apparently carrying on in the
usual way the business or affairs of the limited liability company binds the limited liability
company, unless the member so acting has, in fact, no authority to act for the limited liability
company in the particular matter and the person with whom the member is dealing has knowledge
of the fact that the member has no such authority. (b) If the certificate of formation provides
that management of the limited liability company is vested in a manager or managers, both
of the following conditions apply: (1) No member, acting solely in...
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10A-5A-1.10
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...
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10A-5A-10.05
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...
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10A-5A-10.09
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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10A-5A-11.01
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....
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10A-5A-4.05
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...
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10A-5A-4.09
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...
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10A-5-6.05
Section 10A-5-6.05 Member's financial rights subject to charging order. REPEALED IN THE 2014
REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) On application to a court of
competent jurisdiction by any judgment creditor of a member or assignee, the court may charge
the interest of the member or assignee with payment of the unsatisfied amount of the judgment
with interest. To the extent so charged, the judgment creditor has only the rights of an assignee
of financial rights. This section shall be the sole and exclusive remedy of a judgment creditor
with respect to the judgment debtor's membership interest. (b) This chapter does not deprive
any member of the benefit of any exemption laws applicable to the member's limited liability
company interest. (Acts 1993, No. 93-724, p. 1425, §35; Act 97-920, 1st Ex. Sess., p. 312,
§1; §10-12-35; amended and renumbered by Act 2009-513, p. 967, §234.)...
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