10A-5A-9.06
Section 10A-5A-9.06 Stay of proceedings. For the purpose of allowing the limited liability company or the series thereof, as the case may be, time to undertake an inquiry into the allegations made in the demand or complaint commenced pursuant to this article, the court may stay any derivative action for the period the court deems appropriate. (Act 2014-144, p. 265, §1.)...
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10A-5A-9.08
Section 10A-5A-9.08 Proceeds and expenses. (a) Except as otherwise provided in subsection (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company or series thereof, as the case may be, and not to the derivative plaintiff; and (2) if the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited liability company or series thereof, as the case may be. (b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from the recovery of the limited liability company or the series thereof, as the case may be. (Act 2014-144, p. 265, §1.)...
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10A-5A-5.03
Section 10A-5A-5.03 Charging order. (a) On application to a court of competent jurisdiction by any judgment creditor of a member or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged and after the limited liability company has been served with the charging order, the judgment creditor has only the right to receive any distribution or distributions to which the judgment debtor would otherwise be entitled in respect of the transferable interest. (b) A limited liability company, after being served with a charging order and its terms, shall be entitled to pay or deposit any distribution or distributions to which the judgment debtor would otherwise be entitled in respect of the charged transferable interest into the hands of the clerk of the court so issuing the charging order, and the payment or deposit shall discharge the limited liability company and the judgment...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-5.03.htm - 3K - Match Info - Similar pages
10A-5-1.02
Section 10A-5-1.02 Definitions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. As used in this chapter, unless the context otherwise requires, the following terms mean: (1) ARTICLES OF ORGANIZATION. The filing instrument provided for by Section 10A-5-2.01, or, if it has been amended or restated, as most recently amended or restated. In the case of a foreign limited liability company, the term includes all documents serving a similar function that are required to be filed to form the limited liability company in the state or other jurisdiction where it is organized. The term articles of organization as used in this chapter is synonymous with the term certificate of formation as defined in Section 10A-1-1.03(6). In this chapter, the use of the term certificate of formation shall be deemed to include articles of organization, and vice-versa. Together with the operating agreement, the articles of organization or certificate of formation of a limited...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-1.02.htm - 3K - Match Info - Similar pages
10A-5A-10.07
Section 10A-5A-10.07 Filings required for merger; effective date. (a) After each constituent organization has approved the plan of merger, a statement of merger must be signed on behalf of: (1) each constituent limited liability company, as provided in Section 10A-5A-2.04(a); and (2) each other constituent organization, as provided by its governing statute. (b) A statement of merger under this section must include: (1) the name, type of organization, and mailing address of the principal office of each constituent organization, the jurisdiction of the governing statute of each constituent organization, and the respective unique identifying number or other designation as assigned by the Secretary of State, if any, of each constituent organization; (2) the name, type of organization, and mailing address of the principal office of the surviving organization, the unique identifying number or other designation as assigned by the Secretary of State, if any, of the surviving organization, the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.07.htm - 4K - Match Info - Similar pages
10A-5A-9.05
Section 10A-5A-9.05 Pleading. In a derivative action, the complaint must state with particularity: (a) the date and content of plaintiff's demand and the response by the limited liability company or the series, as the case may be, to the demand; or (b) why the demand should be excused as futile. (Act 2014-144, p. 265, §1.)...
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27-31B-2
Section 27-31B-2 Definitions. As used in this chapter, the following terms shall have the following meanings, unless the context clearly indicates otherwise: (1) AFFILIATED COMPANY. Any company in the same corporate system as a parent, an industrial insured, or a member organization by virtue of common ownership, control, operation, or management. (2) ALIEN CAPTIVE INSURANCE COMPANY. Any insurance company formed to write insurance business for its parents and affiliates and licensed pursuant to the laws of an alien jurisdiction which imposes statutory or regulatory standards in a form acceptable to the commissioner on companies transacting the business of insurance in that jurisdiction. (3) ASSOCIATION. Any legal association of individuals, corporations, limited liability companies, partnerships, associations, or other entities whereby either of the following exists: a. The member organizations of which, or the association itself, whether or not in conjunction with some or all of the...
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27-31B-8
Section 27-31B-8 Formation of captive insurance companies in this state. (a) A pure captive insurance company or a protected cell captive insurance company shall be formed as a stock or mutual insurer, or as a nonprofit or limited liability company with its capital divided into units and held by the stockholders, members, or other equivalent as allowed by law. (b) An association captive insurance company, an industrial insured captive insurance company, or a risk retention group may be formed in any of the following ways: (1) Organized as a stock insurer with its capital divided into share units and held by the stockholders, members, or other equivalent as allowed by law. (2) Organized as a mutual insurer without capital stock, the governing body of which is elected by the member organizations of its association. (3) Organized as a reciprocal insurer in accordance with Chapter 31 of this title. (4) Organized as a manager-managed limited liability company. (c) A captive insurance...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-31B-8.htm - 6K - Match Info - Similar pages
10A-5-5.04
Section 10A-5-5.04 Interim distributions of property; impairment of capital. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in this section or in the operating agreement, members are entitled to receive distributions from the limited liability company in proportion to their respective rights to share in profits under Section 10A-5-5.03. (b) Subsection (a) shall not apply to any of the following: (1) Distributions on dissolution. (2) Distributions governed by a contrary provision in the operating agreement. (c) No distribution may be made unless, after the distribution is made, the assets of the limited liability company are sufficient to pay all liabilities of the limited liability company except liabilities to members on account of their contributions. (d) Unless otherwise provided in the operating agreement, a member has no right to receive and may not be required to accept a distribution in kind. (Acts 1993, No. 93-724, p....
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10A-5A-10.01
Section 10A-5A-10.01 Conversion. (a) An organization other than a limited liability company may convert to a limited liability company, and a limited liability company may convert to an organization other than a limited liability company pursuant to this section, Sections 10A-5A-10.02 through 10A-5A-10.03, and a plan of conversion, if: (1) the governing statute of the organization that is not a limited liability company authorizes the conversion; (2) the law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and (3) the converting organization and the converted organization each comply with the governing statute and organizational documents applicable to that organization in effecting the conversion. (b) A plan of conversion must be in writing and must include: (1) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.01.htm - 2K - Match Info - Similar pages
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