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10A-5A-8.02
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-8.02.htm - 7K - Match Info - Similar pages
10A-5-6.01
Section 10A-5-6.01 Admission of additional members. REPEALED IN THE 2014 REGULAR SESSION BY
ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) After the filing of a limited liability company's
original certificate of formation, additional members may be admitted as follows: (1) In the
case of a member acquiring an interest directly from the limited liability company, upon compliance
with the operating agreement or, if the operating agreement does not provide for the admission
of additional members, with the written consent of all members. (2) In the case of an assignee
of an interest of a member, by complying with Section 10A-5-6.03. (b) The effective time of
admission of a member to a limited liability company shall be the later of: (1) The date the
limited liability company is formed. (2) The time provided in the operating agreement, or
if no time is provided, then when the person's admission is reflected in the records of the
limited liability company. (Acts 1993, No. 93-724, p. 1425,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-6.01.htm - 1K - Match Info - Similar pages
10A-5A-9.01
(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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-9.01.htm - 1K - Match Info - Similar pages
10A-5-1.02
Section 10A-5-1.02 Definitions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. As used in this chapter, unless the context otherwise requires, the following
terms mean: (1) ARTICLES OF ORGANIZATION. The filing instrument provided for by Section 10A-5-2.01,
or, if it has been amended or restated, as most recently amended or restated. In the case
of a foreign limited liability company, the term includes all documents serving a similar
function that are required to be filed to form the limited liability company in the state
or other jurisdiction where it is organized. The term articles of organization as used in
this chapter is synonymous with the term certificate of formation as defined in Section 10A-1-1.03(6).
In this chapter, the use of the term certificate of formation shall be deemed to include articles
of organization, and vice-versa. Together with the operating agreement, the articles of organization
or certificate of formation of a limited...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-1.02.htm - 3K - Match Info - Similar pages
10A-5A-3.01
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.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-3.01.htm - 750 bytes - Match Info - Similar pages
8-21B-11
Section 8-21B-11 Indemnification. Each supplier shall indemnify and hold harmless its dealers
against any damages, expenses, and losses including, but not limited to, court costs and reasonable
attorneys' fees incurred by the dealer arising out of complaints, claims, or lawsuits including,
but not limited to, strict liability, negligence, misrepresentation, warranty, express or
implied, or rescission of the sale where the complaint, claim, or lawsuit relates to either
of the following: (1) The manufacture, assembly, or design of heavy equipment, parts, or accessories
by the supplier. (2) Other functions by the supplier beyond the control of the dealer including,
without limitation, the selection by the supplier of parts or components for the heavy equipment.
(Act 2009-755, p. 2279, §11.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/8-21B-11.htm - 1K - Match Info - Similar pages
10A-5-9.02
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-9.02.htm - 3K - Match Info - Similar pages
10A-5A-11.02
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.02.htm - 1K - Match Info - Similar pages
10A-1-6.31
Section 10A-1-6.31 Insurance and other arrangements. (a) Notwithstanding any other provision
of this article, an enterprise may purchase or procure or establish and maintain insurance
or another arrangement to indemnify or hold harmless an existing or former governing person,
delegate, officer, employee, or agent against any liability: (1) asserted against and incurred
by the person in that capacity; or (2) arising out of the person's status in that capacity.
(b) The insurance or other arrangement established under subsection (a) may insure or indemnify
against the liability described by subsection (a) without regard to whether the enterprise
otherwise would have had the power to indemnify the person against that liability under this
chapter. (c) Insurance or another arrangement that involves self-insurance or an agreement
to indemnify made with the enterprise or a person that is not regularly engaged in the business
of providing insurance coverage may provide for payment of a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-6.31.htm - 3K - Match Info - Similar pages
10A-5A-11.06
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...
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