10A-5A-12.01
Section 10A-5A-12.01 Application to existing relationships. (a) Before January 1, 2017, this chapter governs only: (1) a limited liability company formed on or after January 1, 2015; and (2) except as otherwise provided in subsection (c), a limited liability company formed before January 1, 2015, which elects, in the manner provided in the limited liability company's operating agreement or as provided for by law for amending or restating the limited liability company's operating agreement, to be subject to this chapter. (b) Except as otherwise provided in subsection (c), on and after January 1, 2017, this chapter governs all limited liability companies. (c) For purposes of applying this chapter to a limited liability company formed before January 1, 2015: (1) the limited liability company's formation document, whether articles of organization or certificate of formation, is deemed to be the limited liability company's certificate of formation; (2) the limited liability company's...
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10A-5A-7.02
Section 10A-5A-7.02 Effect of dissolution. Notwithstanding Section 10A-1-9.12: (a) A dissolved limited liability company continues its existence as a limited liability company but may not carry on any activities and affairs except as is appropriate to wind up and liquidate its activities and affairs, including: (1) collecting its assets; (2) disposing of its properties that will not be distributed in kind to persons owning transferable interests; (3) discharging or making provisions for discharging its liabilities; (4) distributing its remaining property in accordance with Section 10A-5A-7.06; and (5) doing every other act necessary to wind up and liquidate its activities and affairs. (b) In winding up its activities and affairs, a limited liability company may: (1) deliver for filing a statement of dissolution to the Secretary of State setting forth: (A) The name of the limited liability company. (B) The unique identifying number or other designation as assigned by the Secretary of...
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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-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-5A-1.08
Section 10A-5A-1.08 Limited liability company agreement - Scope; function; and limitations. (a) Except as otherwise provided in subsections (b) and (c): (1) the limited liability company agreement governs relations among the members as members and between the members and the limited liability company; and (2) to the extent the limited liability company agreement does not otherwise provide for a matter described in subsection (a)(1), this chapter governs the matter. (b)(1) To the extent that, at law or in equity, a member or other person has duties, including fiduciary duties, to the limited liability company, or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement, the member's or other person's duties may be expanded or restricted or eliminated by a written limited liability company agreement, but the implied contractual covenant of good faith and fair dealing may not be eliminated. (2) A written 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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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-2.04
Section 10A-5A-2.04 Execution of documents - Signing requirements. (a) A writing delivered to the Secretary of State for filing pursuant to this chapter must be signed as provided by this section. (1) A limited liability company's initial certificate of formation must be signed by at least one organizer. (2) A writing signed on behalf of a limited liability company must be signed by a person authorized by the limited liability company. (3) A writing filed on behalf of a dissolved limited liability company that has no members must be signed by the person winding up the limited liability company's activities and affairs under Section 10A-5A-7.03 or a person appointed or designated under Section 10A-5A-7.03 to wind up those activities and affairs. (4) Any other writing must be signed by the person on whose behalf the writing is delivered to the Secretary of State. (b) Any writing to be filed under this chapter may be signed by an agent, including an attorney-in-fact. Powers of attorney...
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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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10A-5A-5.02
Section 10A-5A-5.02 Transfer of transferable interest. (a) A transfer, in whole or in part, of a transferable interest: (1) is permissible; (2)(A) does not by itself cause a member to cease to be a member of the limited liability company; and (B) does not by itself cause a member to cease to be associated with a series of the limited liability company; (3) does not by itself cause a dissolution and winding up of the limited liability company, or a series thereof; and (4) subject to Section 10A-5A-5.04, does not entitle the transferee to: (A) participate in the direction or oversight of the activities and affairs of the limited liability company, or a series thereof; or (B) have access to records or other information concerning the activities and affairs of the limited liability company, or a series thereof. (b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. (c) A transferable interest may be...
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