10A-5A-6.01
Section 10A-5A-6.01 Member's power to dissociate; wrongful dissociation. (a) A person has the power to dissociate as a member. (b) A person's dissociation from a limited liability company is wrongful only if: (1) it is in breach of an express provision of the limited liability company agreement; (2) the person is expelled as a member by judicial determination under Section 10A-5A-6.02(e); or (3) the person is dissociated by becoming a debtor in bankruptcy or making a general assignment for the benefit of creditors. (c) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to Section 10A-5A-9.01, to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or liability of the member to the limited liability company or the other members. (Act 2014-144, p. 265, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-6.01.htm - 1K - Match Info - Similar pages
10A-5A-8.01
Section 10A-5A-8.01 Special rules for limited liability companies performing professional services. (a) A limited liability company shall have the power to render professional services if it complies with the rules of the licensing authority for such profession. (b) Every individual who renders professional services as a member or as an employee of a limited liability company shall be liable for any negligent or wrongful act or omission in which the individual personally participates to the same extent the individual would be liable if the individual rendered the services as a sole practitioner. (c) Except as otherwise provided in subsection (b), the personal liability of a member of any limited liability company engaged in providing professional services shall be governed by Section 10A-5A-3.01. (d) The personal liability of a member, manager, or employee of a foreign limited liability company engaged in providing professional services shall be determined under the law of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-8.01.htm - 2K - Match Info - Similar pages
10A-8A-9.01
Section 10A-8A-9.01 Definitions. Notwithstanding Section 10A-1-1.03, as used in this article, unless the context otherwise requires, the following terms mean: (1) "Constituent organization" means an organization that is party to a merger under this article. (2) "Constituent partnership" means a constituent organization that is a partnership. (3) "Converted organization" means the organization into which a converting organization converts pursuant to this article. (4) "Converting organization" means an organization that converts into another organization pursuant to this article. (5) "Converting partnership" means a converting organization that is a partnership. (6) "Governing statute" of an organization means the statute that governs the organization's internal affairs. (7) "Organization" means a partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation;...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.01.htm - 3K - Match Info - Similar pages
10A-2A-11.01
Section 10A-2A-11.01 Definitions. Notwithstanding Section 10A-1-1.03, as used in this article, unless the context otherwise requires, the following terms mean: (1) "Acquired entity" means the corporation or foreign corporation that will have all of one or more classes or series of its stock acquired in a stock exchange. (2) "Acquiring entity" means the corporation or foreign corporation that will acquire all of one or more classes or series of stock of the acquired entity in a stock exchange. (3) "Constituent corporation" means a constituent organization that is a corporation. (4) "Constituent organization" means an organization that is party to a merger under this article. (5) "Governing statute" of an organization means the statute that governs the organization's internal affairs. (6) "Organization" means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust;...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.01.htm - 4K - Match Info - Similar pages
10A-5A-11.02
Section 10A-5A-11.02 Enforceability of obligations and expenses of series against assets. (a) Subject to subsection (b): (1) the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a series shall be enforceable against the assets of that series only, and shall not be enforceable against the assets of the limited liability company generally or any other series thereof; and (2) none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the limited liability company generally or any other series thereof shall be enforceable against the assets of a series. (b) Subsection (a) applies only if: (1) the records maintained for that series account for the assets of that series separately from the other assets of the limited liability company or any other series; (2) the limited liability company agreement contains a statement to the effect of the limitations provided in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.02.htm - 1K - Match Info - Similar pages
10A-5A-10.09
Section 10A-5A-10.09 Restrictions on approval of mergers and conversions. (a) If a member of a converting or constituent limited liability company will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that member's consent to the plan. (b) A member does not give the consent required by subsection (a) merely by consenting to a provision of the limited liability company agreement that permits the limited liability company agreement to be amended with the consent of fewer than all the members. (Act 2014-144, p. 265, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.09.htm - 963 bytes - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-1.08.htm - 5K - Match Info - Similar pages
10A-2-2.02
Section 10A-2-2.02 Supplemental provisions required or permitted in articles of incorporation. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) In addition to the information required to be set forth in a certificate of formation by Section 10A-1-3.05, articles of incorporation of a corporation formed under this chapter must set forth: (1) The number of shares the corporation is authorized to issue; (2) The names and addresses of the individuals who are to serve as the initial directors; and (3) The purpose or purposes for which the corporation is organized, which may be stated to be or to include the transaction of any lawful business for which corporations may be incorporated under this chapter. (b) The articles of incorporation may set forth: (1) Provisions not inconsistent with law regarding: (i) Reservation to the shareholders of the right to adopt the initial bylaws of the corporation; (ii) Managing the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-2.02.htm - 2K - Match Info - Similar pages
10A-5A-11.06
Section 10A-5A-11.06 Event causing dissociation of a member associated with a series. A person is dissociated as a member associated with a series when any of the following occurs: (a) the series has notice of the person's express will to dissociate from the series, except if the person specifies a dissociation date later than the date the series had notice, then the person is dissociated from the series on that later date; (b) an event stated in the limited liability company agreement as causing the person's dissociation from the series occurs; (c) the person is dissociated as a member of the limited liability company pursuant to Section 10A-5A-6.02; (d) the person is expelled as a member associated with that series pursuant to the limited liability company agreement; (e) the person is expelled as a member associated with the series by the unanimous consent of the other members associated with that series if: (1) it is unlawful to carry on the series' activities and affairs with the...
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10A-5A-7.07
Section 10A-5A-7.07 Reinstatement after dissolution. Notwithstanding Sections 10A-1-9.31 and 10A-1-9.32, a limited liability company that has been dissolved may be reinstated upon compliance with the following conditions: (a) the consent shall have been obtained from the members or other persons entitled to consent at the time that is: (1) required for reinstatement under the limited liability company agreement; or (2) if the limited liability company agreement does not state the consent required for reinstatement, sufficient for dissolution under the limited liability company agreement; or (3) if the limited liability company agreement neither states the consent required for reinstatement nor for dissolution, sufficient for dissolution under this chapter; (b) in the case of a written objection to reinstatement having been delivered to the limited liability company before or at the time of the consent required by subsection (a) by the members or other persons having authority under the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-7.07.htm - 1K - Match Info - Similar pages
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