10A-5A-9.01
Section 10A-5A-9.01 Direct action by members. (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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-9.01.htm - 1K - 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 REPEALED IN THE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....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-5.04.htm - 1K - Match Info - Similar pages

10A-5A-10.09
Section 10A-5A-10.09 Restrictions on approval of mergers and conversions. (a) If a member of
a converting or constituent limited liability company will have personal liability with respect
to a converted or surviving organization, approval and amendment of a plan of conversion or
plan of merger are ineffective without that member's consent to the plan. (b) A member does
not give the consent required by subsection (a) merely by consenting to a provision of the
limited liability company agreement that permits the limited liability company agreement to
be amended with the consent of fewer than all the members. (Act 2014-144, p. 265, §1.)...

alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.09.htm - 963 bytes - Match Info - Similar pages

10A-5A-11.05
Section 10A-5A-11.05 Member's power to dissociate as a member associated with a series; wrongful
dissociation. (a) A person has the power to dissociate as a member associated with a series.
(b) A person's dissociation from a series is wrongful only if: (1) it is in breach of an express
provision of the limited liability company agreement; or (2) the person is expelled as a member
associated with the series by judicial determination under Section 10A-5A-11.06(f); or (3)
the person is dissociated as a member associated with a series by becoming a debtor in bankruptcy
or making a general assignment for the benefit of creditors. (c) A person that wrongfully
dissociates as a member associated with a series is liable to the series and, subject to Section
10A-5A-9.01, to the other members associated with that series for damages caused by the dissociation.
The liability is in addition to any other debt, obligation, or liability of the member associated
with a series to the series or the other...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.05.htm - 1K - Match Info - Similar pages

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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-4.08.htm - 6K - Match Info - Similar pages

10A-5A-2.02
Section 10A-5A-2.02 Amendment or restatement of certificate of formation. Notwithstanding Division
B of Article 3 of Chapter 1: (a) A certificate of formation may be amended at any time. (b)
A certificate of formation may be restated with or without amendment at any time. (c) To amend
its certificate of formation, a limited liability company must deliver a certificate of amendment
for filing to the Secretary of State which certificate of amendment shall state: (1) the name
of the limited liability company; (2) the unique identifying number or other designation as
assigned by the Secretary of State; and (3) the changes the amendment makes to the certificate
of formation as most recently amended or restated. (d) To restate its certificate of formation,
a limited liability company must deliver a restated certificate of formation for filing to
the Secretary of State. A restated certificate of formation must: (1) be designated as such
in the heading; (2) state the limited liability...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-2.02.htm - 2K - Match Info - Similar pages

27-9A-2
Section 27-9A-2 Definitions. For purposes of this chapter, the following terms shall have the
meanings respectively ascribed to them by this section: (1) APPRENTICE INDEPENDENT ADJUSTER.
As defined in Section 27-9A-11. (2) BUSINESS ENTITY. A corporation, association, partnership,
limited liability company, limited liability partnership, or other legal entity. (3) COMMISSIONER.
The Alabama Commissioner of Insurance. (4) HOME STATE. The District of Columbia and any state
or territory of the United States in which an independent adjuster maintains the principal
place of residence or business of the adjuster and in which the adjuster is licensed to act
as a resident independent adjuster. In the case of a resident of a Canadian province, or if
the resident state or territory does not license independent adjusters for the line of authority
sought, the home state of the independent adjuster shall be any state in which the independent
adjuster is licensed and in good standing, as designated by...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-9A-2.htm - 2K - Match Info - Similar pages

10A-5-6.03
Section 10A-5-6.03 Right of assignee to become member. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the operating
agreement: (1) An assignee of an interest in a limited liability company may become a member
only if the other members unanimously consent. The consent of a member may be evidenced in
any manner specified in the operating agreement, but in the absence of such a specification,
consent shall be evidenced by a written instrument, dated and signed by the member. (2) The
assignor of a membership interest is not released from liability to the limited liability
company under Section 10A-5-5.02, whether or not the assignee becomes a member. (3) A member
who assigns the member's entire interest in the limited liability company ceases to be a member
or to have the power to exercise any rights of a member when any assignee of the interest
becomes a member with respect to the assigned interest. (b) An assignee who...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-6.03.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

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