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-1.02
Section 10A-5A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter, unless the context otherwise requires, the following terms mean: (a) "Certificate of formation," with respect to a limited liability company, means the certificate provided for by Section 10A-5A-2.01, and the certificate as amended or restated. (b) "Constituent limited liability company" means a constituent organization that is a limited liability company. (c) "Constituent organization" means an organization that is party to a merger under Article 10. (d) "Converted organization" means the organization into which a converting organization converts pursuant to Article 10. (e) "Converting limited liability company" means a converting organization that is a limited liability company. (f) "Converting organization" means an organization that converts into another organization pursuant to Article 10. (g) "Disqualified person" means any person who is not a qualified person. (h) "Distribution" except...
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10A-5A-6.02
Section 10A-5A-6.02 Event causing dissociation. A person is dissociated as a member from a limited liability company when any of the following occurs: (a) the limited liability company has notice of the person's express will to dissociate as a member, except that if the person specifies a dissociation date later than the date the limited liability company had notice, then the person is dissociated as a member on that later date; (b) an event stated in the limited liability company agreement as causing the person's dissociation occurs; (c) the person is expelled as a member pursuant to the limited liability company agreement; (d) the person is expelled as a member by the unanimous consent of the other members if: (1) it is unlawful to carry on the limited liability company's activities and affairs with the person as a member; (2) there has been a transfer of all of the person's transferable interest other than a transfer for security purposes; (3) the person is an organization and,...
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10A-5-2.01
Section 10A-5-2.01 Formation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. One or more persons may form a limited liability company by filing a certificate of formation for the limited liability company with the judge of probate of the county in which the initial registered office of the limited liability company is located pursuant to Article 3 of Chapter 1. (Acts 1993, No. 93-724, p. 1425, §9; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-9; amended and renumbered by Act 2009-513, p. 967, §218.)...
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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-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-5-4.03
Section 10A-5-4.03 Operating agreements. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) The member or members of a limited liability company may enter into an operating agreement to regulate or establish the affairs of the limited liability company, the conduct of its business, and the relations of its members. An operating agreement may contain any provisions regarding the affairs of a limited liability company and the conduct of its business that are not inconsistent with the laws of this state or the articles of organization. (b) In the event there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members. If an operating agreement does not provide for the method by which an operating agreement may be amended, then all of the members shall agree in writing to any amendment. (c) A court of equity may enforce an operating agreement by injunction or by other relief that the court in its...
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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-5-3.03
Section 10A-5-3.03 Agency power of members and managers; duties. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in subsection (b), every member is an agent of the limited liability company for the purpose of its business or affairs, and the act of any member, including, but not limited to, the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the business or affairs of the limited liability company binds the limited liability company, unless the member so acting has, in fact, no authority to act for the limited liability company in the particular matter and the person with whom the member is dealing has knowledge of the fact that the member has no such authority. (b) If the certificate of formation provides that management of the limited liability company is vested in a manager or managers, both of the following conditions apply: (1) No member, acting solely in...
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10A-5-2.02
Section 10A-5-2.02 Supplemental Provisions required in the certificate of formation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. In addition to the information required for a certificate of formation by Section 10A-1-3.05, the certificate of formation of a limited liability company shall set forth: (1) The right, if given, of the member or members to admit additional members, and the terms and conditions of the admission. (2) The circumstances, if any, under which the cessation of membership of one or more members will result in dissolution of the limited liability company. (3) If the limited liability company is to be managed by one or more managers, the certificate of formation shall so state and shall set out the names and the mailing addresses of the manager or managers who are to serve as managers until their successors are elected and begin serving. (Acts 1993, No. 93-724, p. 1425, §10; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-10;...
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