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 REPEALED IN THE 2014 REGULAR SESSION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-5A-3.01
Section 10A-5A-3.01 Liability of members to third parties. A member of a limited liability
company is not liable, solely by reason of being a member, for a debt, obligation, or liability
of the limited liability company or a series thereof, whether arising in contract, tort, or
otherwise or for the acts or omissions of any other member, agent, or employee of the limited
liability company or a series thereof. (Act 2014-144, p. 265, §1.)...
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10A-5-5.02
Section 10A-5-5.02 Liability for contributions. REPEALED IN THE 2014 REGULAR SESSION BY ACT
2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in the certificate of formation,
a member is obligated to the limited liability company to perform any promise to pay cash
or convey property or to render services, even if the member is unable to perform because
of death, disability, or any other reason. A member who does not perform such a promise is
obligated at the option of the limited liability company to pay cash equal to the amount or
value of the portion of the contribution that has not been paid, conveyed, or rendered. (b)
The operating agreement may provide that the interest of any member who fails to make any
contribution that the member is obligated to make, or who fails to pay any agreed assessment
that the member is obligated to make, shall be subject to a reasonable penalty for such failure.
The penalty may take the form of reducing the defaulting member's proportionate...
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27-44-3
Section 27-44-3 Scope of chapter. (a) This chapter shall provide coverage for the policies
and contracts specified in subsection (b) as follows: (1) To persons who, regardless of where
they reside (except for non-resident certificate holders under group policies or contracts),
are the beneficiaries, assignees, or payees of the persons covered under subdivision (2).
(2) To persons who are owners of or certificate holders under the policies or contracts, other
than structured settlement annuities, and in each case who are either of the following: a.
Residents b. Not residents, but only under all of the following conditions: 1. The insurer
that issued the policies or contracts is domiciled in this state. 2. The states in which the
persons reside have associations similar to the association created by this chapter. 3. The
persons are not eligible for coverage by an association in any other state due to the fact
the insurer was not licensed in the state at the time specified in the state's...
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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-5-3.03
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-5-6.03
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-5-8.01
Section 10A-5-8.01 Special rules for limited liability companies performing professional services.
REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) A limited
liability company shall have the power to render professional services if each member or employee
who renders professional services in Alabama is licensed or registered to render those professional
services pursuant to applicable Alabama law and if the limited liability company complies
with the limitations of this section. (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) The personal liability of a member, manager, or other employee of any limited liability
company engaged in providing professional...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
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