10A-8-10.10
Section 10A-8-10.10 Professional registered limited liability partnership provisions. REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (Acts 1996, No. 96-528, p. 685, §1; §10-8A-1010; amended and renumbered by Act 2009-513, p. 967, §268.)...
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10A-8-10.07
Section 10A-8-10.07 Withdrawal of a qualified foreign registered limited liability partnership. REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (Acts 1996, No. 96-528, p. 685, §1; §10-8A-1007; amended and renumbered by Act 2009-513, p. 967, §268.)...
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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 REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.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-1-5.06
Section 10A-1-5.06 Name of limited liability company or foreign limited liability company. The name of a limited liability company or a foreign limited liability company registered to transact business in this state must contain the words "Limited Liability Company" or the abbreviation "L.L.C." or "LLC". (Acts 1993, No. 93-724, p. 1425, §5; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-5; amended and renumbered by Act 2009-513, p. 967, §36; Act 2018-125, §1.)...
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10A-5-3.02
Section 10A-5-3.02 Liability of members to third parties. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in this chapter, a member of a limited liability company is not liable under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability company, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, manager, agent, or employee of the limited liability company. (b) A member may be liable to creditors of the limited liability company for a written agreement to make a contribution to the limited liability company. (c) A member of a limited liability company may become liable by reason of the member's own acts or conduct. (Acts 1993, No. 93-724, p. 1425, §20; §10-12-20; amended and renumbered by Act 2009-513, p. 967, §228.)...
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10A-8-10.08
Section 10A-8-10.08 Effect of failure of foreign registered limited liability partnership to register. REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (Acts 1996, No. 96-528, p. 685, §1; §10-8A-1008; amended and renumbered by Act 2009-513, p. 967, §268.)...
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10A-5-1.05
Section 10A-5-1.05 Unauthorized assumption of powers. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. All persons who assume to act as a limited liability company without authority to do so shall be jointly and severally liable for all debts and liabilities created by their so acting. (Acts 1993, No. 93-724, p. 1425, §7; §10-12-7; amended and renumbered by Act 2009-513, p. 967, §216.)...
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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-5-9.01
Section 10A-5-9.01 Merger and consolidation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Pursuant to any agreement, a domestic limited liability company may merge or consolidate with or into one or more limited liability companies or other business entities formed or organized under the laws of this state, any other state, the United States, or any foreign jurisdiction, with the domestic limited liability company or the other business entity being the surviving or resulting domestic limited liability company or other business entity. Except as otherwise specifically provided for in the operating agreement, a merger shall be approved by each domestic limited liability company which is to merge by all the members at the time approval of the merger is voted on. (b) Notwithstanding prior approval, an agreement of merger may be terminated prior to filing articles of merger with the Secretary of State or amended pursuant to a provision for the...
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10A-5A-7.08
Section 10A-5A-7.08 Certificate of reinstatement. (a) In order to reinstate a limited liability company under this article, a certificate of reinstatement shall be delivered for filing to the Secretary of State which certificate of reinstatement shall have attached thereto a true and complete copy of the limited liability company's certificate of formation. The certificate of reinstatement shall state: (1) the name of the limited liability company before reinstatement; (2) the name of the limited liability company following reinstatement, which limited liability company name shall comply with Section 10A-5A-7.09; (3) the date of formation of the limited liability company; (4) the date of dissolution of the limited liability company, if known; (5) a statement that all applicable conditions of Section 10A-5A-7.07 have been satisfied; (6) the address of the registered office and the name of the registered agent at that address in compliance with Article 5 of Chapter 1; and (7) The unique...
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