10A-5A-8.02
Section 10A-5A-8.02 Death or disqualification of member. (a) In the case of a limited liability company performing professional services, upon the death of a member, upon a member becoming a disqualified person, or upon a transferable interest being transferred by operation of law or court decree to a disqualified person, the transferable interest of the deceased member or of the disqualified person may be transferred to a qualified person and, if not so transferred, subject to Section 10A-5A-4.06, shall be purchased by the limited liability company as provided in this section. (b) If the price of the transferable interest is not fixed by the limited liability company agreement, the limited liability company, within six months after the death or 30 days after the disqualification or transfer, as the case may be, shall make a written offer to pay to the holder of the transferable interest a specified price deemed by the limited liability company to be the fair value of the transferable...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-8.02.htm - 7K - Match Info - Similar pages
10A-9A-6.02
Section 10A-9A-6.02 Effect of dissociation as limited partner. (a) Upon a person's dissociation as a limited partner: (1) subject to Section 10A-9A-7.04, the person does not have further rights as a limited partner; (2) the person's implied contractual covenant of good faith and fair dealing as a limited partner under Section 10A-9A-3.05(b) continues only as to matters arising and events occurring before the dissociation; and (3) subject to Section 10A-9A-7.04, and Article 10 of this chapter and Article 8 of Chapter 1, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person immediately after dissociation as a mere transferee. (b) A person's dissociation as a limited partner does not of itself discharge the person from any duty, debt, obligation, or liability to the limited partnership or the other partners that the person incurred while a limited partner. (Act 2016-379, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-6.02.htm - 1K - Match Info - Similar pages
10A-5A-4.11
Section 10A-5A-4.11 Reliance on reports and information. A member of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon information, opinions, reports, or statements presented by another member or agent of the limited liability company, or by any other person as to matters the member reasonably believes are within that other person's professional or expert competence, including information, opinions, reports, or statements as to the value and amount of the assets, liabilities, profits, or losses of the limited liability company or a series thereof, or the value and amount of assets or reserves or contracts, agreements, or other undertakings that would be sufficient to pay claims and obligations of the limited liability company, or series thereof, or to make reasonable provision to pay those claims and obligations, or any other facts pertinent to the existence and amount of assets from which...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-4.11.htm - 1K - Match Info - Similar pages
10A-5A-1.09
Section 10A-5A-1.09 Limited liability company agreement - Effect on limited liability company and persons admitted as members. (a) A limited liability company is bound by and may enforce the limited liability company agreement, whether or not the limited liability company has itself manifested assent to the limited liability company agreement. (b) A person that is admitted as a member of a limited liability company becomes a party to and assents to the limited liability company agreement except as provided in Section 10A-5A-4.04(c). (c) Two or more persons intending to be the initial members of a limited liability company may make an agreement providing that upon the formation of the limited liability company, the agreement will become the limited liability company agreement. One person intending to be the initial member of a limited liability company may assent to terms providing that upon the formation of the limited liability company the terms will become the limited liability...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-1.09.htm - 1K - Match Info - Similar pages
10A-5A-11.15
Section 10A-5A-11.15 Reinstatement after dissolution of a series. Notwithstanding Sections 10A-1-9.31 and 10A-1-9.32, a series that has been dissolved may be reinstated upon compliance with the following conditions: (a) the consent shall have been obtained from the members or other persons associated with the series entitled to consent at the time that is: (1) required for reinstatement of the series under the limited liability company agreement; or (2) if the limited liability company agreement does not state the consent required for reinstatement, sufficient for dissolution of the series under the limited liability company agreement; or (3) if the limited liability company agreement neither states the consent required for reinstatement nor for dissolution, sufficient for dissolution of the series under this chapter; (b) in the case of a written objection to reinstatement having been delivered to the series before or at the time of the consent required by subsection (a) by the members...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.15.htm - 1K - Match Info - Similar pages
10A-5A-4.10
Section 10A-5A-4.10 Indemnification, advancement, reimbursement, and insurance. A limited liability company, or a series thereof, may indemnify and hold harmless a member or other person, pay in advance or reimburse expenses incurred by a member or other person, and purchase and maintain insurance on behalf of a member or other person. (Act 2014-144, p. 265, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-4.10.htm - 675 bytes - Match Info - Similar pages
10A-5A-1.02
Section 10A-5A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter, unless the context otherwise requires, the following terms mean: (a) "Certificate of formation," with respect to a limited liability company, means the certificate provided for by Section 10A-5A-2.01, and the certificate as amended or restated. (b) "Constituent limited liability company" means a constituent organization that is a limited liability company. (c) "Constituent organization" means an organization that is party to a merger under Article 10. (d) "Converted organization" means the organization into which a converting organization converts pursuant to Article 10. (e) "Converting limited liability company" means a converting organization that is a limited liability company. (f) "Converting organization" means an organization that converts into another organization pursuant to Article 10. (g) "Disqualified person" means any person who is not a qualified person. (h) "Distribution" except...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-1.02.htm - 5K - Match Info - Similar pages
10A-5A-4.07
Section 10A-5A-4.07 Direction and oversight of the limited liability company. (a) The limited liability company agreement of a limited liability company may provide that the activities and affairs of the limited liability company shall be under the direction, and subject to the oversight, of: (1) its members; (2) one or more managers; or (3) such other governance structure as provided in the limited liability company agreement. The limited liability company agreement of a limited liability company may provide that the activities and affairs of a series shall be under the direction, and subject to the oversight, of: (1) the members associated with that series; (2) one or more managers; or (3) such other governance structure as provided in the limited liability company agreement. (b) If the limited liability company agreement does not specify who shall direct and oversee the activities and affairs of the limited liability company or a series thereof: (1)(A) The activities and affairs of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-4.07.htm - 3K - Match Info - Similar pages
10A-5-4.02
Section 10A-5-4.02 Limited liability company property. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Property may be acquired, held, and conveyed in the name of the limited liability company. Any estate in real property may be acquired in the name of the limited liability company and title to any estate so acquired shall vest in the limited liability company itself rather than in the members individually. (b) All property originally contributed to the limited liability company or subsequently acquired by a limited liability company by purchase or otherwise is limited liability company property. A member has no interest in specific limited liability company property. (c) Except as provided in subsection (d), title to property of the limited liability company that is held in the name of the limited liability company may be transferred by an instrument of transfer executed by any member in the name of the limited liability company. (d) If the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-4.02.htm - 3K - Match Info - Similar pages
10A-9A-6.05
Section 10A-9A-6.05 Effect of dissociation as general partner. (a) Upon a person's dissociation as a general partner: (1) the person's right to participate as a general partner in the management and conduct of the partnership's activities and affairs terminates; (2) the person's duty to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities and affairs terminates; (3) the person's following duties continue only with regard to matters arising and events occurring before the person's dissociation as a general partner: (A) the duty to account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities and affairs or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity; (B) the duty to refrain from dealing with...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-6.05.htm - 2K - Match Info - Similar pages
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