10A-5-2.06
Section 10A-5-2.06 Records to be kept; right of inspection. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Each limited liability company shall keep at its registered office or principal place of business in this state the following records: (1) A current list of the full name and last known business or residence street address of each member, and each manager, if any. (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 any then effective operating agreements including any amendments thereto. (5) Copies of any financial statements of the limited liability company for the three most recent years. (b) Those records, and any other books and records of the limited...
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10A-5A-7.08
Section 10A-5A-7.08 Certificate of reinstatement. (a) In order to reinstate a limited liability company under this article, a certificate of reinstatement shall be delivered for filing to the Secretary of State which certificate of reinstatement shall have attached thereto a true and complete copy of the limited liability company's certificate of formation. The certificate of reinstatement shall state: (1) the name of the limited liability company before reinstatement; (2) the name of the limited liability company following reinstatement, which limited liability company name shall comply with Section 10A-5A-7.09; (3) the date of formation of the limited liability company; (4) the date of dissolution of the limited liability company, if known; (5) a statement that all applicable conditions of Section 10A-5A-7.07 have been satisfied; (6) the address of the registered office and the name of the registered agent at that address in compliance with Article 5 of Chapter 1; and (7) The unique...
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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 REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.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-5-7.04
Section 10A-5-7.04 Survival of remedy after dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) A dissolved limited liability company continues its existence but may not carry on any business except that necessary or appropriate to wind up and liquidate its business and affairs. (b) Dissolution of a limited liability company does not: (1) Transfer title to the limited liability company assets. (2) Terminate or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution. (3) Terminate the authority of the registered agent of the limited liability company. (Acts 1993, No. 93-724, p. 1425, §40; §10-12-40; amended and renumbered by Act 2009-513, p. 967, §236.)...
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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-8A-3.02
Section 10A-8A-3.02 Transfer of partnership property. (a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of authority under Section 10A-8A-3.03, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name. (2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. (3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer...
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10A-5-6.02
Section 10A-5-6.02 Transferability of member's interest. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the operating agreement: (1) A membership interest in a limited liability company is assignable in whole or in part. (2) An assignment of a member's interest in a limited liability company does not of itself dissolve the limited liability company or entitle the assignee to exercise any management rights. (3) An assignment only entitles the assignee to the financial rights of the assignor to the extent assigned. (4) A member who assigns the member's interest in a limited liability company does not cease to be a member until the assignee is substituted as provided in Section 10A-5-6.03. (b) A limited liability company, in the governing documents, may provide that a member's interest in the limited liability company may be evidenced by a certificate of limited liability company interest issued by the limited liability...
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10A-5-9.02
Section 10A-5-9.02 Requirements for articles of merger; effective date. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) If a domestic limited liability company is merging under this chapter, the domestic limited liability company or other business entity surviving or resulting from the merger shall file articles of merger in the Office of the Secretary of State. If a domestic limited liability company is filing the articles of merger, the articles of merger shall be signed by at least one member of the domestic limited liability company, and if another business entity is filing the articles of merger, the articles of merger shall be signed by a person authorized by the other business entity. The articles of merger shall state all of the following: (1) The name, jurisdiction, and date of formation or organization of each of the domestic limited liability companies or other business entities that are to merge. (2) That an agreement of merger has been...
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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-5-7.03
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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