10A-5A-6.01
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.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-6.01.htm - 1K - Match Info - Similar pages

10A-5A-7.03
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-7.03.htm - 2K - Match Info - Similar pages

10A-5-1.03
Section 10A-5-1.03 Powers. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY
1, 2017. Unless its certificate of formation provides otherwise, every limited liability company
has perpetual duration and succession in its name and has , without limitation, all powers
enumerated in Chapter 1, including Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13. (Acts
1993, No. 93-724, p. 1425, §4; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-4; amended
and renumbered by Act 2009-513, p. 967, §213.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-1.03.htm - 835 bytes - Match Info - Similar pages

10A-5-4.03
Section 10A-5-4.03 Operating agreements. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) The member or members of a limited liability company may enter
into an operating agreement to regulate or establish the affairs of the limited liability
company, the conduct of its business, and the relations of its members. An operating agreement
may contain any provisions regarding the affairs of a limited liability company and the conduct
of its business that are not inconsistent with the laws of this state or the articles of organization.
(b) In the event there is more than one member, any operating agreement shall initially be
agreed to, in writing, by all of the members. If an operating agreement does not provide for
the method by which an operating agreement may be amended, then all of the members shall agree
in writing to any amendment. (c) A court of equity may enforce an operating agreement by injunction
or by other relief that the court in its...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-4.03.htm - 1K - Match Info - Similar pages

10A-5-7.01
Section 10A-5-7.01 Events of dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. A limited liability company is dissolved and its affairs shall
be wound up upon occurrence of the first of the following events: (1) Events specified in
the governing documents. (2) Written consent of all members to dissolve. (3) When there is
no remaining member, unless either of the following applies: a. The holders of all the financial
rights in the limited liability company agree in writing, within 90 days after the cessation
of membership of the last member, to continue the legal existence and business of the limited
liability company and to appoint one or more new members. b. The legal existence and business
of the limited liability company is continued and one or more new members are appointed in
the manner stated in the governing documents. (4) When the limited liability company is not
the successor limited liability company in the merger or consolidation...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-7.01.htm - 1K - Match Info - Similar pages

10A-5A-10.07
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.07.htm - 4K - Match Info - Similar pages

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.)...

alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.09.htm - 963 bytes - Match Info - Similar pages

10A-9A-10.01
Section 10A-9A-10.01 Definitions. Notwithstanding Section 10A-1-1.03, as used in this article,
unless the context otherwise requires, the following terms mean: (1) "CONSTITUENT LIMITED
PARTNERSHIP" means a constituent organization that is a limited partnership. (2) "CONSTITUENT
ORGANIZATION" means an organization that is party to a merger under this article. (3)
"CONVERTED ORGANIZATION" means the organization into which a converting organization
converts pursuant to this article. (4) "CONVERTING LIMITED PARTNERSHIP" means a
converting organization that is a limited partnership. (5) "CONVERTING ORGANIZATION"
means an organization that converts into another organization pursuant to this article. (6)
"GENERAL PARTNER" means a general partner of a limited partnership. (7) "GOVERNING
STATUTE" of an organization means the statute that governs the organization's internal
affairs. (8) "ORGANIZATION" means a general partnership, including a limited liability
partnership; limited partnership,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.01.htm - 3K - Match Info - Similar pages

27-31B-2
Section 27-31B-2 Definitions. As used in this chapter, the following terms shall have the following
meanings, unless the context clearly indicates otherwise: (1) AFFILIATED COMPANY. Any company
in the same corporate system as a parent, an industrial insured, or a member organization
by virtue of common ownership, control, operation, or management. (2) ALIEN CAPTIVE INSURANCE
COMPANY. Any insurance company formed to write insurance business for its parents and affiliates
and licensed pursuant to the laws of an alien jurisdiction which imposes statutory or regulatory
standards in a form acceptable to the commissioner on companies transacting the business of
insurance in that jurisdiction. (3) ASSOCIATION. Any legal association of individuals, corporations,
limited liability companies, partnerships, associations, or other entities whereby either
of the following exists: a. The member organizations of which, or the association itself,
whether or not in conjunction with some or all of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-31B-2.htm - 10K - Match Info - Similar pages

40-18-28
Section 40-18-28 Returns of subchapter K entities and single member limited liability companies.
Every subchapter K entity, and every single member limited liability company, shall make a
return to the Department of Revenue for each taxable year, stating specifically the items
of its gross income and the deductions allowed by this chapter, and shall include in the return
the names and addresses of the partners or members and the amount of the distributive share
of each partner or member. The return must be subscribed by the person who makes it and must
contain a printed declaration that it is made under the penalties of perjury. A person who
willfully makes and subscribes a return which he or she does not believe to be true and correct
as to every material particular shall be guilty of perjury and upon conviction shall be punished
as prescribed in Section 40-18-27. (Acts 1935, No. 194, p. 256; Code 1940, T. 51, §395; Acts
1961, Ex. Sess., No. 188, p. 2158; Acts 1997, No. 97-625, p....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-18-28.htm - 1K - Match Info - Similar pages