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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...
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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 REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY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...
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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 REPEALED IN THE 2014 REGULAR SESSION BY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...
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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...
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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-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...
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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...
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