10A-5A-3.01
Section 10A-5A-3.01 Liability of members to third parties. A member of a limited liability
company is not liable, solely by reason of being a member, for a debt, obligation, or liability
of the limited liability company or a series thereof, whether arising in contract, tort, or
otherwise or for the acts or omissions of any other member, agent, or employee of the limited
liability company or a series thereof. (Act 2014-144, p. 265, §1.)...
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10A-5A-3.02
Section 10A-5A-3.02 Power to bind limited liability company. No person shall have the power
to bind the limited liability company, or a series thereof, except: (a) to the extent the
person is authorized to act as the agent of the limited liability company or a series thereof
under or pursuant to the limited liability company agreement; (b) to the extent the person
is authorized to act as the agent of the limited liability company or a series thereof pursuant
to Sections 10A-5A-4.07, 10A-5A-7.03 or 10A-5A-11.11; or (c) to the extent provided by law
other than this chapter. (Act 2014-144, p. 265, §1.)...
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10A-5A-9.09
Section 10A-5A-9.09 Applicability to foreign limited liability companies. In any derivative
action in the right of a foreign limited liability company, or a series thereof, the right
of a person to commence or maintain a derivative action in the right of a foreign limited
liability company, or a series thereof, and any matters raised in the action covered by Sections
10A-5A-9.02 through 10A-5A-9.08 shall be governed by the law of the jurisdiction under which
the foreign limited liability company was formed; except that any matters raised in the action
covered by Sections 10A-5A-9.06, 10A-5A-9.07, and 10A-5A-9.08 shall be governed by the law
of this state. (Act 2014-144, p. 265, §1.)...
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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 REPEALED IN THE 2014 REGULAR SESSION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-5A-10.03
Section 10A-5A-10.03 Filings required for conversion; effective date. (a) After a plan of conversion
is approved: (1) if the converting organization is an organization formed under, or its internal
affairs are governed by, the laws of this state, the converting organization shall file a
statement of conversion in accordance with subsection (c), which statement of conversion must
be signed in accordance with Section 10A-5A-2.04(a) and which must include: (A) the name,
type of organization, and mailing address of the principal office of the converting organization,
and its unique identifying number or other designation as assigned by the Secretary of State,
if any, before conversion; (B) the date of the filing of the certificate of formation of the
converting organization, if any, and all prior amendments and the filing office or offices,
if any, where such is filed; (C) a statement that the converting organization has been converted
into the converted organization; (D) the name and type...
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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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10A-5A-4.06
Section 10A-5A-4.06 Limitation on distributions and liability for improper distributions. (a)(1)
A limited liability company shall not make a distribution to a member to the extent that at
the time of the distribution, after giving effect to the distribution, all liabilities of
the limited liability company, other than liabilities to members on account of their transferable
interests and liabilities for which the recourse of creditors is limited to specific property
of the limited liability company, exceed the fair value of the assets of the limited liability
company, except that the fair value of the property that is subject to a liability for which
recourse of creditors is limited shall be included in the assets of the limited liability
company only to the extent that the fair value of the property exceeds that liability. (2)
A member who receives a distribution in violation of subsection (a)(1) or the limited liability
company agreement, and who knew at the time of the distribution...
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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...
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22-6-151
Section 22-6-151 Regional care organizations; governing board of directors; citizen's advisory
committee; solvency and financial requirements; reporting; provider standards committee. (a)
A regional care organization shall serve only Medicaid beneficiaries in providing medical
care and services. (b) Notwithstanding any other provision of law, a regional care organization
shall not be deemed an insurance company under state law. (c)(1) A regional care organization
and an organization with probationary regional care organization certification shall have
a governing board of directors composed of the following members: a. Twelve members shall
be persons representing risk-bearing participants in the regional care organization or organization
with probationary certification. A participant bears risk by contributing cash, capital, or
other assets to the regional care organization. A participant also bears risk by contracting
with the regional care organization to treat Medicaid beneficiaries...
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40-14A-1
Section 40-14A-1 Definitions. For purposes of this chapter, the following terms shall mean:
(a) ALABAMA S CORPORATION. An S corporation defined under Section 40-18-160. (b) C CORPORATION.
A corporation other than an Alabama S corporation. (c) CODE. The Internal Revenue Code of
1986, as amended from time to time. (d) CORPORATION. An entity, including a limited liability
company electing to be taxed as a corporation for federal income tax purposes, through which
business can be conducted while offering limited liability to the owners of the entity with
respect to some or all of the obligations of the entity, other than a limited liability entity
or a disregarded entity. The term "corporation" shall include but not be limited
to the following: Corporations, professional corporations, joint stock companies, unincorporated
professional associations, real estate investment trusts, limited liability companies electing
to be taxed as corporations for federal income tax purposes, and all...
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