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 REPEALED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-5A-2.01
Section 10A-5A-2.01 Formation. (a) In order to form a limited liability company, one or more
organizers must execute a certificate of formation and deliver it for filing to the filing
officer provided for in subsection (e). Notwithstanding Section 10A-1-3.05, the certificate
of formation shall set forth: (1) the name of the limited liability company, which must comply
with Article 5 of Chapter 1; (2) the address of the registered office required by Article
5 of Chapter 1; (3) the name of the registered agent at the registered office required by
Article 5 of Chapter 1; (4) a statement that there is at least one member of the limited liability
company; (5) if applicable, a statement as provided in Section 10A-5A-11.02(b)(3); and (6)
any other matters the members determine to include therein. (b) A limited liability company
is formed when its certificate of formation becomes effective in accordance with Article 4
of Chapter 1. (c) The fact that a certificate of formation has been filed...
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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.)...
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10A-5A-4.11
Section 10A-5A-4.11 Reliance on reports and information. A member of a limited liability company
shall be fully protected in relying in good faith upon the records of the limited liability
company and upon information, opinions, reports, or statements presented by another member
or agent of the limited liability company, or by any other person as to matters the member
reasonably believes are within that other person's professional or expert competence, including
information, opinions, reports, or statements as to the value and amount of the assets, liabilities,
profits, or losses of the limited liability company or a series thereof, or the value and
amount of assets or reserves or contracts, agreements, or other undertakings that would be
sufficient to pay claims and obligations of the limited liability company, or series thereof,
or to make reasonable provision to pay those claims and obligations, or any other facts pertinent
to the existence and amount of assets from which...
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10A-5A-7.04
Section 10A-5A-7.04 Known claims against dissolved limited liability company. Notwithstanding
Sections 10A-1-9.01 and 10A-1-9.21: (a) A dissolved limited liability company may dispose
of any known claims against it by following the procedures described in subsection (b) at
any time after the effective date of the dissolution of the limited liability company. (b)
A dissolved limited liability company may give notice of the dissolution in a record to the
holder of any known claim. The notice must: (1) identify the dissolved limited liability company;
(2) describe the information required to be included in a claim; (3) provide a mailing address
to which the claim is to be sent; (4) state the deadline, which may not be fewer than 120
days from the effective date of the notice, by which the dissolved limited liability company
must receive the claim; and (5) state that if not sooner barred, the claim will be barred
if not received by the deadline. (c) Unless sooner barred by any other...
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10A-5A-9.09
Section 10A-5A-9.09 Applicability to foreign limited liability companies. In any derivative
action in the right of a foreign limited liability company, or a series thereof, the right
of a person to commence or maintain a derivative action in the right of a foreign limited
liability company, or a series thereof, and any matters raised in the action covered by Sections
10A-5A-9.02 through 10A-5A-9.08 shall be governed by the law of the jurisdiction under which
the foreign limited liability company was formed; except that any matters raised in the action
covered by Sections 10A-5A-9.06, 10A-5A-9.07, and 10A-5A-9.08 shall be governed by the law
of this state. (Act 2014-144, p. 265, §1.)...
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10-12-19
Section 10-12-19 Business transactions of a member with the limited liability company. All
provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1,
2011. (Acts 1993, No. 93-724, p. 1425, §19.)...
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10A-5-1.04
Section 10A-5-1.04 Indemnification. 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 the power to indemnify a member, manager, or employee or former member, manager,
or employee of the limited liability company against expenses actually and reasonably incurred
in connection with the defense of an action, suit, or proceeding, civil or criminal, in which
the member, manager, or employee is made a party by reason of being or having been a member,
manager, or employee of the limited liability company, except in relation to matters as to
which the member, manager, or employee is determined in the action, suit, or proceeding to
be liable for negligence or misconduct in the performance of duty; to make any other indemnification
that is authorized by the governing documents of the limited liability company or by a resolution
adopted by the members after notice, unless...
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10A-5A-7.06
Section 10A-5A-7.06 Application of assets in winding up limited liability company's activities
and affairs. Notwithstanding Section 10A-1-9.12, upon the winding up of a limited liability
company, the assets shall be applied as follows: (a) Payment, or adequate provision for payment,
shall be made to creditors, including, to the extent permitted by law, members who are creditors,
in satisfaction of liabilities of the limited liability company. (b) After a limited liability
company complies with subsection (a), any surplus must be distributed: (1) first, to each
person owning a transferable interest that reflects contributions made on account of the transferable
interest and not previously returned, an amount equal to the value of the person's unreturned
contributions; and (2) then to each person owning a transferable interest in the proportions
in which the owners of transferable interests share in distributions before dissolution. (c)
If the limited liability company does not have...
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10A-5A-7.07
Section 10A-5A-7.07 Reinstatement after dissolution. Notwithstanding Sections 10A-1-9.31 and
10A-1-9.32, a limited liability company that has been dissolved may be reinstated upon compliance
with the following conditions: (a) the consent shall have been obtained from the members or
other persons entitled to consent at the time that is: (1) required for reinstatement under
the limited liability company agreement; or (2) if the limited liability company agreement
does not state the consent required for reinstatement, sufficient for dissolution under the
limited liability company agreement; or (3) if the limited liability company agreement neither
states the consent required for reinstatement nor for dissolution, sufficient for dissolution
under this chapter; (b) in the case of a written objection to reinstatement having been delivered
to the limited liability company before or at the time of the consent required by subsection
(a) by the members or other persons having authority under the...
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