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 REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144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-1.04
company's status for tax purposes shall not affect its status as a separate legal entity formed
under this chapter. (b) A limited liability company shall possess and may exercise all the
powers and privileges granted and enumerated by Chapter 1 or by any other law or by its limited
liability company agreement, together with any powers incidental thereto, including those
powers and privileges necessary or convenient to the conduct, promotion, or attainment of
the business, purposes, or activities and affairs of the limited liability company. (c) A
limited liability company may carry on any lawful activity, whether or not for profit. (d)
A series established under this chapter has the power and capacity, in the series' own name,
to: (1) sue and be sued; (2) contract; (3) hold and convey title to assets of the series,
including real property, personal property, and intangible property; and (4) grant
liens and security interests in assets of the series. (Act 2014-144, p. 265, §1.)...
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10A-5A-4.05
Section 10A-5A-4.05 Sharing of and right to distributions before dissolution. (a) (1) All members
shall share equally in any distributions made by a limited liability company before its dissolution
and winding up. (2) A member has a right to a distribution before the dissolution and winding
up of a limited liability company as provided in the limited liability company agreement.
A decision to make a distribution before the dissolution and winding up of the limited liability
company is a decision in the ordinary course of activities and affairs of the limited liability
company. A member's dissociation does not entitle the dissociated member to a distribution.
(3) A member does not have a right to demand and receive a distribution from a limited liability
company in any form other than money. Except as otherwise provided in Section 10A-5A-7.06(c),
a limited liability company may distribute an asset in kind if each member receives a percentage
of the asset in proportion to the member's...
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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...
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10A-5-7.05
Section 10A-5-7.05 Distribution of assets upon dissolution. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. Upon the winding up of a limited liability company,
the assets of the limited liability company shall be distributed in the following order of
priority: (1) To creditors, including members who are creditors to the extent allowed by Section
10A-5-3.01 or otherwise permitted by law, in order of priority as provided by law, except
those liabilities to members of the limited liability company for interim distributions or
on account of their contributions. (2) Except as otherwise provided in the governing documents,
to members of the limited liability company and former members for interim distributions and
in respect of their contributions. (3) Except as otherwise provided in the governing documents,
to members first for the return of their contributions and second with respect to their interests
in the limited liability company, in the proportions in...
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10A-5-8.01
those professional services pursuant to applicable Alabama law and if the limited liability
company complies with the limitations of this section. (b) Every individual who renders professional
services as a member or as an employee of a limited liability company shall be liable for
any negligent or wrongful act or omission in which the individual personally participates
to the same extent the individual would be liable if the individual rendered the services
as a sole practitioner. (c) The personal liability of a member, manager, or other employee
of any limited liability company engaged in providing professional services shall be no greater
than that of a shareholder, employee, director, or officer of a corporation organized under
the Alabama Business Corporation Law or any successor act. (d) The personal liability
of a member, manager, or employee of a foreign limited liability company shall be determined
under the law of the jurisdiction in which it is organized. (e) Nothing in...
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10A-5A-4.01
Section 10A-5A-4.01 Admission of members. (a) The initial member or members of a limited liability
company are admitted as a member or members upon the formation of the limited liability company.
(b) After formation of a limited liability company, a person is admitted as a member of the
limited liability company: (1) as provided in the limited liability company agreement; (2)
as the result of a transaction effective under Article 10 of this chapter or Article 8 of
Chapter 1; (3) with the consent of all the members; or (4) as provided in Section 10A-5A-7.01(c)(1)
or (c)(2). (c) A person may be admitted as a member without acquiring a transferable interest
and without making or being obligated to make a contribution to the limited liability company.
A person may be admitted as the sole member without acquiring a transferable interest and
without making or being obligated to make a contribution to the limited liability company.
(Act 2014-144, p. 265, §1; Act 2016-379, p. 934, §4; Act...
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10A-5A-9.01
(a) Subject to subsection (b), a member may maintain a direct action against another member
or members or the limited liability company, or a series thereof, to enforce the member's
rights and otherwise protect the member's interests, including rights and interests under
the limited liability company agreement or this chapter or arising independently of the membership
relationship. (b) A member maintaining a direct action under subsection (a) must plead and
prove an actual or threatened injury that is not solely the result of an injury
suffered or threatened to be suffered by the limited liability company, or series thereof.
(c)(1) A member may maintain a direct action to enforce a right of a limited liability company
if all members at the time of suit are parties to the action. (2) A member associated with
a series may maintain a direct action to enforce a right of the series if all members associated
with the series at the time of suit are parties to the action. (d) The accrual...
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10A-5-1.06
Section 10A-5-1.06 Application of partnership provisions to limited liability companies; classification
for federal income tax purposes. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. (a) The terms "partnership" and "limited partnership,"
when used in any chapter or title other than the Alabama Limited Liability Company Law, the
Alabama General Partnership Law, and the Alabama Limited Partnership Law, and any successors
of those laws, include a limited liability company organized under this chapter, unless the
context requires otherwise. (b) Notwithstanding subsection (a), for purposes of taxation,
other than Chapter 14A of Title 40, a domestic or foreign limited liability company shall
be treated as a partnership unless it is classified otherwise for federal income tax purposes,
in which case it shall be classified in the same manner as it is for federal income tax purposes.
(c) A foreign or domestic limited liability company governed by this chapter...
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10A-5A-1.06
Section 10A-5A-1.06 Rules of construction. (a) It is the policy of this chapter and this state
to give maximum effect to the principles of freedom of contract and to the enforceability
of limited liability company agreements. (b) Unless displaced by particular provisions of
this chapter, the principles of law and equity supplement this chapter. (c) The rule that
statutes in derogation of the common law are to be strictly construed shall have no application
to this chapter. (d) The use of any gender shall be applicable to all genders. The captions
contained in this chapter are for purposes of convenience only and shall not control or affect
the construction of this chapter. (e) Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial
Code, and all successor statutes thereto, do not apply to any interest in a limited liability
company, including all rights, powers, and interests arising under a limited liability company
agreement or this chapter. This provision prevails over Sections...
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