10A-5-2.07
Section 10A-5-2.07 Parties to actions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. Neither a member nor a manager of a limited liability company is
a proper party to proceedings by or against a limited liability company, except where the
object is to enforce a member's or manager's rights against or liability to the limited liability
company. (Acts 1993, No. 93-724, p. 1425, §18; §10-12-18; amended and renumbered by Act
2009-513, p. 967, §226.)...
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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 REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE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.)...
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10A-5-5.01
Section 10A-5-5.01 Contribution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. The contributions of a member to the limited liability company may be in
cash, property, services previously rendered, or a promissory note or other binding obligation
to pay cash, convey property, or to render services. (Acts 1993, No. 93-724, p. 1425, §26;
§10-12-26; amended and renumbered by Act 2009-513, p. 967, §232.)...
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10A-5-4.04
Section 10A-5-4.04 Derivative actions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) A member may bring an action in the right of a limited liability
company to recover a judgment in its favor if the members or managers with authority to do
so have refused to bring the action or if an effort to cause those members or managers to
bring the action is not likely to succeed. (b) In a derivative action, the plaintiff shall
be a member (1) at the time of bringing the action or have succeeded to the right of a member
by operation of law or pursuant to the terms of the operating agreement from a person who
was a member and (2) at the time of the transaction of which he or she complains. (c) In a
derivative action, the complaint shall set forth with particularity the effort of the plaintiff
to secure initiation of the action by the members or managers with authority to do so, or
the reasons for not making the effort. (d) If a derivative action is...
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10A-5-6.03
Section 10A-5-6.03 Right of assignee to become member. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the operating
agreement: (1) An assignee of an interest in a limited liability company may become a member
only if the other members unanimously consent. The consent of a member may be evidenced in
any manner specified in the operating agreement, but in the absence of such a specification,
consent shall be evidenced by a written instrument, dated and signed by the member. (2) The
assignor of a membership interest is not released from liability to the limited liability
company under Section 10A-5-5.02, whether or not the assignee becomes a member. (3) A member
who assigns the member's entire interest in the limited liability company ceases to be a member
or to have the power to exercise any rights of a member when any assignee of the interest
becomes a member with respect to the assigned interest. (b) An assignee who...
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10A-5-9.06
Section 10A-5-9.06 Nonexclusivity. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. The provisions of this article pertaining to mergers of limited liability
companies are not exclusive. A domestic limited liability company may merge with or convert
to another type of entity as permitted by Article 8 of Chapter 1. (Act 2009-513, p. 967, §243.)...

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10A-5A-2.02
Section 10A-5A-2.02 Amendment or restatement of certificate of formation. Notwithstanding Division
B of Article 3 of Chapter 1: (a) A certificate of formation may be amended at any time. (b)
A certificate of formation may be restated with or without amendment at any time. (c) To amend
its certificate of formation, a limited liability company must deliver a certificate of amendment
for filing to the Secretary of State which certificate of amendment shall state: (1) the name
of the limited liability company; (2) the unique identifying number or other designation as
assigned by the Secretary of State; and (3) the changes the amendment makes to the certificate
of formation as most recently amended or restated. (d) To restate its certificate of formation,
a limited liability company must deliver a restated certificate of formation for filing to
the Secretary of State. A restated certificate of formation must: (1) be designated as such
in the heading; (2) state the limited liability...
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10A-5A-4.09
Section 10A-5A-4.09 Records to be kept; right of members and dissociated members to information.
Notwithstanding Sections 10A-1-3.32 and 10A-1-3.33: (a) Each limited liability company shall
maintain the following records: (1) A current list of the full name and last known business
or residence street address of each member. (2) A copy of the filed certificate of formation
and all amendments thereto, together with executed copies of any powers of attorney pursuant
to which any documents have been executed. (3) Copies of the limited liability company's federal,
state, and local income tax returns and reports, if any, for the three most recent years.
(4) Copies of the then effective limited liability company agreement including any amendments
thereto. (5) Copies of any financial statements of the limited liability company for the three
most recent years. (b) Subject to subsection (g), on 10 days' notice made in a writing received
by the limited liability company, the records set forth in...
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10-9B-201
Section 10-9B-201 Certificate of 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-207
Section 10-9B-207 Liability for material false statement in certificate. 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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