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10A-5A-11.06
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...
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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-5A-4.10
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, ยง1.)...
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10A-5-5.04
Section 10A-5-5.04 Interim distributions of property; impairment of capital. REPEALED IN THE
2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in
this section or in the operating agreement, members are entitled to receive distributions
from the limited liability company in proportion to their respective rights to share in profits
under Section 10A-5-5.03. (b) Subsection (a) shall not apply to any of the following: (1)
Distributions on dissolution. (2) Distributions governed by a contrary provision in the operating
agreement. (c) No distribution may be made unless, after the distribution is made, the assets
of the limited liability company are sufficient to pay all liabilities of the limited liability
company except liabilities to members on account of their contributions. (d) Unless otherwise
provided in the operating agreement, a member has no right to receive and may not be required
to accept a distribution in kind. (Acts 1993, No. 93-724, p....
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10A-5-4.01
Section 10A-5-4.01 Management of the limited liability company; creation of classes; voting;
rights; meetings. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1,
2017. (a) Unless otherwise stated in the certificate of formation, the management of the limited
liability company is vested in its members. Subject to any provisions in the operating agreement
or this chapter restricting or enlarging the management rights and duties of any person or
group or class of persons, the members shall have the right and authority to manage the business
or affairs of the limited liability company and to make all decisions with respect thereto.
(b) If the certificate of formation vests management of the limited liability company in one
or more managers, then the managers shall have the power to manage the business or affairs
of the limited liability company as provided in the operating agreement. Except as otherwise
provided in the operating agreement, the managers: (1) Shall be...
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10A-5A-4.08
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...
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19-3B-816
Section 19-3B-816 Specific powers of trustee. (a) Without limiting the authority conferred
by Section 19-3B-815, a trustee may: (1) collect trust property and accept or reject additions
to the trust property from a settlor or any other person, including, but not being limited
to, the authority to receive, collect, hold, and retain common or preferred stock or other
interests in the trustee or any related party; (2) acquire or sell property, for cash or on
credit, at public or private sale; (3) exchange, partition, or otherwise change the character
of trust property; (4) deposit trust money in an account in a regulated financial-service
institution; (5) borrow money, with or without security, and mortgage or pledge trust property
for a period within or extending beyond the duration of the trust; (6) with respect to an
interest in a proprietorship, partnership, limited liability company, business trust, corporation,
or other form of business or enterprise, continue the business or other...
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40-18-24.2
Section 40-18-24.2 Taxation of pass-through entities. (a) For purposes of this section and
Section 40-18-24.3, the following terms shall have the following meanings: (1) MEMBER. An
individual, estate, trust or business trust as defined in Section 40-18-1, a corporation as
defined in Section 40-18-1, or Subchapter K entity as defined in Section 40-18-1, that is
a partner in a general, limited, limited liability, or limited liability limited partnership,
or a member of a limited liability company. (2) NONRESIDENT. a. An individual who is not a
resident of or domiciled in this state during the applicable tax year. b. A nonresident trust
as defined in Section 40-18-1. c. A nonresident estate as defined in Section 40-18-1. d. A
foreign corporation as defined in Section 40-18-1, not commercially domiciled in this state
during the applicable tax year. e. A Subchapter K entity or business trust that is created
or organized under the laws of a jurisdiction other than this state and that is not...
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34-14A-2
Section 34-14A-2 Definitions. As used in this chapter, the following terms shall have the following
meanings, respectively, unless the context clearly indicates otherwise: (1) ADVISORY COUNCIL.
The Alabama Construction Trade Advisory Council. (2) BOARD. The Home Builders Licensure Board.
(3) COST OF THE UNDERTAKING. The total cost of the materials, labor, supervision, overhead,
and profit. (4) HOMEOWNER. A person who owns and resides in or intends to reside in a structure
constructed or remodeled by a licensee of the board, or who contracts with a licensee for
the purchase, construction, repair, improvement, or reimprovement of a structure to be used
as a residence. (5) IMPROVEMENT. Any site-built addition or enhancement attached to or detached
from a residence or structure for use and enjoyment by the homeowner. (6) INACTIVE LICENSE.
A license issued at the request of a licensee, or a building official or a building inspector,
that is renewable, but that is not currently valid. (7)...
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10A-5A-10.08
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...
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