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 REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE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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10A-5-7.06
Section 10A-5-7.06 Articles of dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) After the dissolution of the limited liability company pursuant
to Section 10A-5-7.01, the limited liability company shall file articles of dissolution in
the office of the judge of probate of the county in which the certificate of formation was
filed. The articles of dissolution shall set forth: (1) The name of the limited liability
company. (2) The date of filing its certificate of formation. (3) The reason for filing the
articles of dissolution. (4) The effective date of the articles of dissolution, which shall
be a date certain, if they are not to be effective immediately. (5) Any other information
the members or managers filing the articles deem appropriate. (b) The articles of dissolution
and two copies shall be delivered to the judge of probate. If the judge of probate finds that
the articles of dissolution conform to law and that all fees prescribed in...
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10A-5A-4.08
Section 10A-5A-4.08 Duties of persons with direction and oversight. (a)(1) The duties a person
who has the authority to direct and oversee the activities and affairs of a limited liability
company owes to the limited liability company and to the members of the limited liability
company include the duty of loyalty and the duty of care as described in subsections (b) and
(d)(1). (2) The duties a person who has the authority to direct and oversee the activities
and affairs of a series of a limited liability company owes to that series and the members
associated with that series include the duty of loyalty and the duty of care as described
in subsections (c) and (d)(2). (b) The duty of loyalty of a person described in subsection
(a)(1) to a limited liability company and its members includes each of the following: (1)
To account to the limited liability company and to hold as trustee for it any property, profit,
or benefit derived by that person in the conduct or winding up of the limited...
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10A-5A-7.04
Section 10A-5A-7.04 Known claims against dissolved limited liability company. Notwithstanding
Sections 10A-1-9.01 and 10A-1-9.21: (a) A dissolved limited liability company may dispose
of any known claims against it by following the procedures described in subsection (b) at
any time after the effective date of the dissolution of the limited liability company. (b)
A dissolved limited liability company may give notice of the dissolution in a record to the
holder of any known claim. The notice must: (1) identify the dissolved limited liability company;
(2) describe the information required to be included in a claim; (3) provide a mailing address
to which the claim is to be sent; (4) state the deadline, which may not be fewer than 120
days from the effective date of the notice, by which the dissolved limited liability company
must receive the claim; and (5) state that if not sooner barred, the claim will be barred
if not received by the deadline. (c) Unless sooner barred by any other...
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10A-5-1.06
Section 10A-5-1.06 Application of partnership provisions to limited liability companies; classification
for federal income tax purposes. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. (a) The terms "partnership" and "limited partnership,"
when used in any chapter or title other than the Alabama Limited Liability Company Law, the
Alabama General Partnership Law, and the Alabama Limited Partnership Law, and any successors
of those laws, include a limited liability company organized under this chapter, unless the
context requires otherwise. (b) Notwithstanding subsection (a), for purposes of taxation,
other than Chapter 14A of Title 40, a domestic or foreign limited liability company shall
be treated as a partnership unless it is classified otherwise for federal income tax purposes,
in which case it shall be classified in the same manner as it is for federal income tax purposes.
(c) A foreign or domestic limited liability company governed by this chapter...
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10A-5-2.03
Section 10A-5-2.03 Amendment of certificate of formation. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) The certificate of formation may be amended
by delivering the amendment to the judge of probate in whose office the certificate of formation
is filed. The amendment shall set forth: (1) The name of the limited liability company. (2)
The date of filing of the certificate of formation. (3) The amendment(s). (b) Within 30 days
after the happening of any of the following events, an amendment to the certificate of formation
shall be filed to reflect the occurrence of such event or events: (1) There is a change in
the name of the limited liability company. (2) There is a false or erroneous statement in
the certificate of formation. (3) There is a change in the period of duration of the limited
liability company stated in the certificate of formation. (4) The members desire to make a
change in any other statement in the certificate of formation to...
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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-5A-6.03
Section 10A-5A-6.03 Effect of person's dissociation as a member. (a) A person who has dissociated
as a member shall have no right to participate in the direction and oversight of the activities
and affairs of the limited liability company and is entitled only to receive the distributions
to which that member would have been entitled if the member had not dissociated. (b) A person's
dissociation as a member does not of itself discharge the person from any duty, debt, obligation,
or liability to a limited liability company or the other members that the person incurred
while a member. (Act 2014-144, p. 265, §1.)...
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10A-5-1.03
Section 10A-5-1.03 Powers. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY
1, 2017. Unless its certificate of formation provides otherwise, every limited liability company
has perpetual duration and succession in its name and has , without limitation, all powers
enumerated in Chapter 1, including Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13. (Acts
1993, No. 93-724, p. 1425, §4; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-4; amended
and renumbered by Act 2009-513, p. 967, §213.)...
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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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