10A-5-5.05
Section 10A-5-5.05 Purchase of interest of member whose membership has ceased. REPEALED IN
THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. Unless the governing documents
of a limited liability company or a private agreement provide for the purchase of the interest
of a former member whose membership has ceased, neither the limited liability company nor
its members shall be obligated to purchase the interest of a former member whose membership
has ceased. (Acts 1993, No. 93-724, p. 1425, §30; Act 97-920, 1st Ex. Sess., p. 312, §1;
§10-12-30; amended and renumbered by Act 2009-513, p. 967, §232.)...
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10-12-14
Section 10-12-14 Existence of 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repealed or transferred to Title 10A, effective January 1, 2011.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, §14; Act 97-920, 1st Ex. Sess., p. 312, §1.)...
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10-9B-1102
Section 10-9B-1102 Conversion of limited partnership to general partnership, corporation or
limited liability company, or foreign limited partnership. All provisions of Title 10 have
been repealed or transferred to Title 10A, effective January 1, 2011. (Act 97-921, 1st Ex.
Sess., p. 335, §1.)...
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10-9B-1103
Section 10-9B-1103 Conversion of general partnership, corporation, limited liability company,
or foreign limited partnership to limited partnership. All provisions of Title 10 have been
repealed or transferred to Title 10A, effective January 1, 2011. (Act 97-921, 1st Ex. Sess.,
p. 335, §1.)...
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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 REPEALED IN THE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-5-7.02
Section 10A-5-7.02 Judicial dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. On application by or for a member, the circuit court for the county
in which the certificate of formation is filed may decree dissolution of a limited liability
company whenever it is not reasonably practicable to carry on the business in conformity with
the governing documents. (Acts 1993, No. 93-724, p. 1425, §38; §10-12-38; amended and renumbered
by Act 2009-513, p. 967, §236.)...
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10-12-5
Section 10-12-5 (Applicable to limited liability companies organized after January 1, 1998,
limited liability companies not electing to come under the pre-1997 changes, and to all limited
liability companies after December 31, 2000.) Limited liability company name. All provisions
of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011. (Acts
1993, No. 93-724, p. 1425, §5; Act 97-920, 1st Ex. Sess., p. 312, §1.)...
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10A-5-9.04
Section 10A-5-9.04 Recording of articles of merger; effect when Secretary of State files articles;
copy of certified articles conclusive evidence of matters. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. The articles of merger required by this chapter
to be filed with the Secretary of State shall also be recorded in the office of the judge
of probate in the county in which the limited liability company is required to file its certificate
of formation and in each county in which a limited liability company which is a party to the
merger is required to file its certificate of formation; provided, however, that when the
articles are filed by the Secretary of State, the matters covered by the articles shall be
effective as stated therein, and a copy of the articles certified by the Secretary of State
shall be conclusive evidence of the matters covered therein. (Acts 1993, No. 93-724, p. 1425,
§57; §10-12-57; amended and renumbered by Act 2009-513, p....
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10-12-22
Section 10-12-22 (Applicable to limited liability companies organized after January 1, 1998,
limited liability companies not electing to come under the pre-1997 changes, and to all limited
liability companies after December 31, 2000.) Management of the limited liability company;
creation of classes; voting; rights; meetings. All provisions of Title 10 have been repealed
or transferred to Title 10A, effective January 1, 2011. (Acts 1993, No. 93-724, p. 1425, §22;
Act 97-920, 1st Ex. Sess., p. 312, §1.)...
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10A-5A-7.05
Section 10A-5A-7.05 Other claims against dissolved limited liability company. Notwithstanding
Sections 10A-1-9.01 and 10A-1-9.22: (a) A dissolved limited liability company may publish
notice of its dissolution and request that persons with claims against the dissolved limited
liability company present them in accordance with the notice. (b) The notice authorized by
subsection (a) must: (1) be published at least one time in a newspaper of general circulation
in the county in which the dissolved limited liability company's principal office is located
or, if it has none in this state, in the county in which the dissolved limited liability company's
most recent registered office is located; (2) describe the information that must be included
in a claim and provide a mailing address to which the claim is to be sent; and (3) state that
if not sooner barred, a claim against the dissolved limited liability company will be barred
unless a proceeding to enforce the claim is commenced within two...
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