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-5A-7.03
Section 10A-5A-7.03 Right to wind up activities and affairs. (a) The person or persons designated
in the limited liability company agreement to wind up the activities and affairs of the dissolved
limited liability company shall wind up the activities and affairs of the limited liability
company in accordance with Section 10A-5A-7.02. If no person or persons are designated in
the limited liability company agreement to wind up the activities and affairs of the dissolved
limited liability company, then the remaining members of the dissolved limited liability company
shall wind up the activities and affairs of the limited liability company in accordance with
Section 10A-5A-7.02. If no person or persons are designated in the limited liability company
agreement to wind up the activities and affairs of the dissolved limited liability company
and there are no remaining members of the dissolved limited liability company, then all of
the holders of the transferable interests of the limited...
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10A-5A-11.09
Section 10A-5A-11.09 Event requiring dissolution. A series is dissolved and its activities
and affairs shall be wound up upon the first to occur of the following: (a) the dissolution
of the limited liability company under Section 10A-5A-7.01; (b) an event or circumstance that
the limited liability company agreement states causes dissolution of the series; (c) the consent
of all of the members associated with the series; (d) the passage of 90 days after the occurrence
of the dissociation of the last remaining member associated with the series; or (e) on application
by a member associated with the series, an order dissolving the series on the grounds that
it is not reasonably practicable to carry on the series' activities and affairs in conformity
with the limited liability company agreement which order is entered by the designated court,
and if none, by the circuit court for the county in which the limited liability company's
principal office within this state is located, and if the...
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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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10A-5A-2.04
Section 10A-5A-2.04 Execution of documents - Signing requirements. (a) A writing delivered
to the Secretary of State for filing pursuant to this chapter must be signed as provided by
this section. (1) A limited liability company's initial certificate of formation must be signed
by at least one organizer. (2) A writing signed on behalf of a limited liability company must
be signed by a person authorized by the limited liability company. (3) A writing filed on
behalf of a dissolved limited liability company that has no members must be signed by the
person winding up the limited liability company's activities and affairs under Section 10A-5A-7.03
or a person appointed or designated under Section 10A-5A-7.03 to wind up those activities
and affairs. (4) Any other writing must be signed by the person on whose behalf the writing
is delivered to the Secretary of State. (b) Any writing to be filed under this chapter may
be signed by an agent, including an attorney-in-fact. Powers of attorney...
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10A-5A-11.13
Section 10A-5A-11.13 Other claims against dissolved series. Notwithstanding Sections 10A-1-9.01
and 10A-1-9.22: (a) A dissolved series may publish notice of its dissolution and request that
persons with claims against the dissolved series present them in accordance with the notice.
(b) The notice authorized by subsection (a) must: (1) be published at least one time in a
newspaper of general circulation in the county in which the limited liability company's principal
office is located or, if it has none in this state, in the county in which the limited liability
company's most recent registered office is located; (2) describe the information that must
be included in a claim and provide a mailing address to which the claim is to be sent; and
(3) state that if not sooner barred, a claim against the dissolved series will be barred unless
a proceeding to enforce the claim is commenced within two years after the publication of the
notice. (c) If a dissolved series publishes a newspaper...
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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-7.05
Section 10A-5A-7.05 Other claims against dissolved limited liability company. Notwithstanding
Sections 10A-1-9.01 and 10A-1-9.22: (a) A dissolved limited liability company may publish
notice of its dissolution and request that persons with claims against the dissolved limited
liability company present them in accordance with the notice. (b) The notice authorized by
subsection (a) must: (1) be published at least one time in a newspaper of general circulation
in the county in which the dissolved limited liability company's principal office is located
or, if it has none in this state, in the county in which the dissolved limited liability company's
most recent registered office is located; (2) describe the information that must be included
in a claim and provide a mailing address to which the claim is to be sent; and (3) state that
if not sooner barred, a claim against the dissolved limited liability company will be barred
unless a proceeding to enforce the claim is commenced within two...
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10A-5A-11.08
Section 10A-5A-11.08 Dissolution and winding up of series. A series may be dissolved and its
activities and affairs may be wound up without causing the dissolution of the limited liability
company. The dissolution and winding up of a series does not abate, suspend, or otherwise
affect the limitation on liabilities of the series provided by Section 10A-5A-11.02. (Act
2014-144, p. 265, §1.)...
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10A-5A-6.02
Section 10A-5A-6.02 Event causing dissociation. A person is dissociated as a member from a
limited liability company when any of the following occurs: (a) the limited liability company
has notice of the person's express will to dissociate as a member, except that if the person
specifies a dissociation date later than the date the limited liability company had notice,
then the person is dissociated as a member on that later date; (b) an event stated in the
limited liability company agreement as causing the person's dissociation occurs; (c) the person
is expelled as a member pursuant to the limited liability company agreement; (d) the person
is expelled as a member by the unanimous consent of the other members if: (1) it is unlawful
to carry on the limited liability company's activities and affairs with the person as a member;
(2) there has been a transfer of all of the person's transferable interest other than a transfer
for security purposes; (3) the person is an organization and,...
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