37-11A-1
Section 37-11A-1 Execution and text of compact. The Governor, on behalf of this state, shall
execute a compact, in substantially the following form, with the State of Mississippi, and
the Legislature approves and ratifies the compact in the form substantially as follows: Northeast
Mississippi - Northwest Alabama Railroad Authority Compact. The contracting states solemnly
agree: Article I. The purpose of this compact is to promote and develop trade, commerce, industry,
and employment opportunities for the public good and welfare in northeast Mississippi and
northwest Alabama through the establishment of a joint interstate authority to acquire certain
railroad properties and facilities which the operator thereof has notified the Interstate
Commerce Commission of an intention to abandon and which are located in any of Franklin, Marion,
or Winston Counties, Alabama or in Alcorn or Tishomingo Counties, Mississippi. Article II.
This compact shall become effective immediately as to the State...
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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 REPEALED IN THE 2014 REGULAR SESSION BY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,...
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10A-5-2.05
Section 10A-5-2.05 Pre-formation transactions. REPEALED IN THE 2014 REGULAR SESSION BY ACT
2014-144 EFFECTIVE JANUARY 1, 2017. A limited liability company may not transact business
or incur indebtedness, except that which is incidental to its organization or to obtaining
subscriptions for or payment of contributions, until the certificate of formation has been
filed. Persons engaged in prefiling activities other than those authorized by this section
shall be jointly and severally liable for any debts or liabilities incurred in the course
of those activities as provided in Section 10A-5-1.05. In no event shall the activities of
an organizer authorized under this chapter result in liability for such person under this
section. This section shall not be interpreted to invalidate any debts, contracts, or liabilities
of the limited liability company incurred on behalf of the limited liability company prior
to the filing of its certificate of formation. (Act 2009-513, p. 967, §222.)...
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10A-5-7.06
Section 10A-5-7.06 Articles of dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) After the dissolution of the limited liability company pursuant
to Section 10A-5-7.01, the limited liability company shall file articles of dissolution in
the office of the judge of probate of the county in which the certificate of formation was
filed. The articles of dissolution shall set forth: (1) The name of the limited liability
company. (2) The date of filing its certificate of formation. (3) The reason for filing the
articles of dissolution. (4) The effective date of the articles of dissolution, which shall
be a date certain, if they are not to be effective immediately. (5) Any other information
the members or managers filing the articles deem appropriate. (b) The articles of dissolution
and two copies shall be delivered to the judge of probate. If the judge of probate finds that
the articles of dissolution conform to law and that all fees prescribed in...
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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-5-7.04
Section 10A-5-7.04 Survival of remedy after dissolution. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) A dissolved limited liability company continues
its existence but may not carry on any business except that necessary or appropriate to wind
up and liquidate its business and affairs. (b) Dissolution of a limited liability company
does not: (1) Transfer title to the limited liability company assets. (2) Terminate or suspend
a proceeding pending by or against the limited liability company on the effective date of
dissolution. (3) Terminate the authority of the registered agent of the limited liability
company. (Acts 1993, No. 93-724, p. 1425, §40; §10-12-40; amended and renumbered by Act
2009-513, p. 967, §236.)...
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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-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...
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10A-5-6.02
Section 10A-5-6.02 Transferability of member's interest. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the operating
agreement: (1) A membership interest in a limited liability company is assignable in whole
or in part. (2) An assignment of a member's interest in a limited liability company does not
of itself dissolve the limited liability company or entitle the assignee to exercise any management
rights. (3) An assignment only entitles the assignee to the financial rights of the assignor
to the extent assigned. (4) A member who assigns the member's interest in a limited liability
company does not cease to be a member until the assignee is substituted as provided in Section
10A-5-6.03. (b) A limited liability company, in the governing documents, may provide that
a member's interest in the limited liability company may be evidenced by a certificate of
limited liability company interest issued by the limited liability...
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10A-5-1.06
Section 10A-5-1.06 Application of partnership provisions to limited liability companies; classification
for federal income tax purposes. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. (a) The terms "partnership" and "limited partnership,"
when used in any chapter or title other than the Alabama Limited Liability Company Law, the
Alabama General Partnership Law, and the Alabama Limited Partnership Law, and any successors
of those laws, include a limited liability company organized under this chapter, unless the
context requires otherwise. (b) Notwithstanding subsection (a), for purposes of taxation,
other than Chapter 14A of Title 40, a domestic or foreign limited liability company shall
be treated as a partnership unless it is classified otherwise for federal income tax purposes,
in which case it shall be classified in the same manner as it is for federal income tax purposes.
(c) A foreign or domestic limited liability company governed by this chapter...
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