10A-5A-11.11
Section 10A-5A-11.11 Right to wind up activities and affairs of series. (a) The person or persons designated in the limited liability company agreement to wind up the activities and affairs of the dissolved series shall wind up the activities and affairs of the dissolved series in accordance with Section 10A-5A-11.10. If no person or persons are designated in the limited liability company agreement to wind up the activities and affairs of the dissolved series, then the remaining members associated with the dissolved series shall wind up the activities and affairs of the dissolved series in accordance with Section 10A-5A-11.10. If no person or persons are designated in the limited liability company agreement to wind up the activities and affairs of the dissolved series and there are no remaining members associated with the dissolved series, then all of the holders of the transferable interests associated with the series, or their designee, shall wind up the activities and affairs of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.11.htm - 2K - Match Info - Similar pages
10A-5-4.01
Section 10A-5-4.01 Management of the limited liability company; creation of classes; voting; rights; meetings. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Unless otherwise stated in the certificate of formation, the management of the limited liability company is vested in its members. Subject to any provisions in the operating agreement or this chapter restricting or enlarging the management rights and duties of any person or group or class of persons, the members shall have the right and authority to manage the business or affairs of the limited liability company and to make all decisions with respect thereto. (b) If the certificate of formation vests management of the limited liability company in one or more managers, then the managers shall have the power to manage the business or affairs of the limited liability company as provided in the operating agreement. Except as otherwise provided in the operating agreement, the managers: (1) Shall be...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-4.01.htm - 3K - Match Info - Similar pages
10A-5-9.01
Section 10A-5-9.01 Merger and consolidation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Pursuant to any agreement, a domestic limited liability company may merge or consolidate with or into one or more limited liability companies or other business entities formed or organized under the laws of this state, any other state, the United States, or any foreign jurisdiction, with the domestic limited liability company or the other business entity being the surviving or resulting domestic limited liability company or other business entity. Except as otherwise specifically provided for in the operating agreement, a merger shall be approved by each domestic limited liability company which is to merge by all the members at the time approval of the merger is voted on. (b) Notwithstanding prior approval, an agreement of merger may be terminated prior to filing articles of merger with the Secretary of State or amended pursuant to a provision for the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-9.01.htm - 1K - Match Info - Similar pages
10A-5A-2.06
Section 10A-5A-2.06 Certificate of existence or qualification. (a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company if the writings filed in the office of the Secretary of State show that the limited liability company has been formed under the laws of this state. A certificate of existence shall reflect only the information on file with the Secretary of State. A certificate of existence must state: (1) the limited liability company's name; (2) that the limited liability company was formed under the laws of this state, the date of formation, and the filing office in which the certificate of formation was filed; (3) whether the limited liability company has delivered to the Secretary of State for filing a statement of dissolution; (4) whether the limited liability company has delivered to the Secretary of State for filing a certificate of reinstatement; (5) the unique identifying...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-2.06.htm - 3K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-4.08.htm - 6K - Match Info - Similar pages
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, ยง1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-6.01.htm - 1K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-4.03.htm - 1K - Match Info - Similar pages
10A-5A-11.01
Section 10A-5A-11.01 Series of assets. (a) If a limited liability company complies with Section 10A-5A-11.02, a limited liability company agreement may establish or provide for the establishment of one or more designated series of assets that: (1) has separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; or (2) has a separate purpose or investment objective. (b) A series established in accordance with subsection (a) may carry on any activity, whether or not for profit. (c) After a person is admitted as a member of a limited liability company in accordance with Section 10A-5A-4.01, a member is associated with a series of the limited liability company: (1) as provided in the limited liability agreement; (2) as the result of a transaction effective under Article 10; or (3) with the consent of all members associated with that series. (Act 2014-144, p....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.01.htm - 1K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-4.09.htm - 4K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-3.03.htm - 7K - Match Info - Similar pages
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