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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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-4.08.htm - 6K - Match Info - Similar pages
10A-5A-9.01
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-9.01.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 REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144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...
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10A-5A-11.11
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.11.htm - 2K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-4.05.htm - 2K - Match Info - Similar pages
10A-5A-4.06
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-4.06.htm - 4K - Match Info - Similar pages
10A-5-7.03
Section 10A-5-7.03 Winding up. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. (a) Except as otherwise provided in the governing documents, the members
who have not wrongfully dissolved a limited liability company may wind up the limited liability
company's business and affairs. (b) A person winding up a limited liability company's business
may: Preserve the company business or property as a going concern for a reasonable time; prosecute
and defend actions and proceedings, whether civil, criminal, or administrative; settle and
close the limited liability company's business; dispose of and transfer property; discharge
the limited liability company's liabilities; distribute the assets of the limited liability
company pursuant to Section 10A-5-7.05; and perform other necessary and appropriate acts.
(Acts 1993, No. 93-724, p. 1425, §39; §10-12-39; amended and renumbered by Act 2009-513,
p. 967, §236.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-7.03.htm - 1K - Match Info - Similar pages
10A-5-7.05
Section 10A-5-7.05 Distribution of assets upon dissolution. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. Upon the winding up of a limited liability company,
the assets of the limited liability company shall be distributed in the following order of
priority: (1) To creditors, including members who are creditors to the extent allowed by Section
10A-5-3.01 or otherwise permitted by law, in order of priority as provided by law, except
those liabilities to members of the limited liability company for interim distributions or
on account of their contributions. (2) Except as otherwise provided in the governing documents,
to members of the limited liability company and former members for interim distributions and
in respect of their contributions. (3) Except as otherwise provided in the governing documents,
to members first for the return of their contributions and second with respect to their interests
in the limited liability company, in the proportions in...
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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-6.02
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,...
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