10A-5A-12.01
Section 10A-5A-12.01 Application to existing relationships. (a) Before January 1, 2017, this
chapter governs only: (1) a limited liability company formed on or after January 1, 2015;
and (2) except as otherwise provided in subsection (c), a limited liability company formed
before January 1, 2015, which elects, in the manner provided in the limited liability company's
operating agreement or as provided for by law for amending or restating the limited liability
company's operating agreement, to be subject to this chapter. (b) Except as otherwise provided
in subsection (c), on and after January 1, 2017, this chapter governs all limited liability
companies. (c) For purposes of applying this chapter to a limited liability company formed
before January 1, 2015: (1) the limited liability company's formation document, whether articles
of organization or certificate of formation, is deemed to be the limited liability company's
certificate of formation; (2) the limited liability company's...
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10A-5-4.01
Section 10A-5-4.01 Management of the limited liability company; creation of classes; voting;
rights; meetings. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1,
2017. (a) Unless otherwise stated in the certificate of formation, the management of the limited
liability company is vested in its members. Subject to any provisions in the operating agreement
or this chapter restricting or enlarging the management rights and duties of any person or
group or class of persons, the members shall have the right and authority to manage the business
or affairs of the limited liability company and to make all decisions with respect thereto.
(b) If the certificate of formation vests management of the limited liability company in one
or more managers, then the managers shall have the power to manage the business or affairs
of the limited liability company as provided in the operating agreement. Except as otherwise
provided in the operating agreement, the managers: (1) Shall be...
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10A-5-7.01
Section 10A-5-7.01 Events of dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. A limited liability company is dissolved and its affairs shall
be wound up upon occurrence of the first of the following events: (1) Events specified in
the governing documents. (2) Written consent of all members to dissolve. (3) When there is
no remaining member, unless either of the following applies: a. The holders of all the financial
rights in the limited liability company agree in writing, within 90 days after the cessation
of membership of the last member, to continue the legal existence and business of the limited
liability company and to appoint one or more new members. b. The legal existence and business
of the limited liability company is continued and one or more new members are appointed in
the manner stated in the governing documents. (4) When the limited liability company is not
the successor limited liability company in the merger or consolidation...
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10A-5A-1.05
Section 10A-5A-1.05 Governing law. (a) The law of this state governs: (1) the organization
and internal affairs of a limited liability company, or series thereof; (2) the liability
of a member as a member for the debts, obligations, or other liabilities of a limited liability
company, or series thereof; (3) the authority of the members and agents of a limited liability
company, or series thereof; and (4) the availability and liability of the assets of a series
or the limited liability company for the obligations of another series or the limited liability
company. (b) The law of the state or other jurisdiction under which a foreign limited liability
company is formed governs: (1) the organization and internal affairs of a foreign limited
liability company, or series thereof; (2) the liability of a member as a member for the debts,
obligations, or other liabilities of a foreign limited liability company, or series thereof;
(3) the authority of the members and agents of a foreign limited...
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10A-5-6.02
Section 10A-5-6.02 Transferability of member's interest. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the operating
agreement: (1) A membership interest in a limited liability company is assignable in whole
or in part. (2) An assignment of a member's interest in a limited liability company does not
of itself dissolve the limited liability company or entitle the assignee to exercise any management
rights. (3) An assignment only entitles the assignee to the financial rights of the assignor
to the extent assigned. (4) A member who assigns the member's interest in a limited liability
company does not cease to be a member until the assignee is substituted as provided in Section
10A-5-6.03. (b) A limited liability company, in the governing documents, may provide that
a member's interest in the limited liability company may be evidenced by a certificate of
limited liability company interest issued by the limited liability...
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10A-5-3.03
to a member-managed company and its other members under this chapter and under the operating
agreement and exercise any rights consistently with the obligation of good faith and fair
dealing. (i) A member of a member-managed company does not violate a duty or obligation under
this chapter or under the operating agreement merely because the member's conduct furthers
the member's own interest. (j) This section applies to a person winding up the limited liability
company's business as the personal or legal representative of the last surviving member
as if the person were a member. (k) If the management of a limited liability company is vested
in a manager or managers pursuant to subsection (b) of Section 10A-5-4.01, each of the following
applies: (1) The only duty a member who is not also a manager owes to the company or to the
other members solely by reason of being a member is to not disclose or otherwise use information
described in Sections 10A-1-3.31 and 10A-5-2.06(a), whether...
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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-5-1.04
Section 10A-5-1.04 Indemnification. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. Unless its certificate of formation provides otherwise, every limited liability
company has the power to indemnify a member, manager, or employee or former member, manager,
or employee of the limited liability company against expenses actually and reasonably incurred
in connection with the defense of an action, suit, or proceeding, civil or criminal, in which
the member, manager, or employee is made a party by reason of being or having been a member,
manager, or employee of the limited liability company, except in relation to matters as to
which the member, manager, or employee is determined in the action, suit, or proceeding to
be liable for negligence or misconduct in the performance of duty; to make any other indemnification
that is authorized by the governing documents of the limited liability company or by a resolution
adopted by the members after notice, unless...
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10A-5-5.05
Section 10A-5-5.05 Purchase of interest of member whose membership has ceased. REPEALED IN
THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. Unless the governing documents
of a limited liability company or a private agreement provide for the purchase of the interest
of a former member whose membership has ceased, neither the limited liability company nor
its members shall be obligated to purchase the interest of a former member whose membership
has ceased. (Acts 1993, No. 93-724, p. 1425, §30; Act 97-920, 1st Ex. Sess., p. 312, §1;
§10-12-30; amended and renumbered by Act 2009-513, p. 967, §232.)...
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10A-5-6.06
Section 10A-5-6.06 Cessation of membership. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) A person ceases to be a member of a limited liability company
upon the occurrence of one or more of the following events: (1) The member ceases to be a
member by voluntary act as provided in subsection (d). (2) The member ceases to be a member
of the limited liability company as provided in Section 10A-5-6.03. (3) The member is removed
as a member in either of the following manners: a. In accordance with the operating agreement.
b. Subject to contrary provisions in the operating agreement, when the member assigns all
of the member's interest in the limited liability company, by an affirmative vote of a majority
in number of the members who have not assigned their interests. (b) Subject to contrary provisions
in the operating agreement, or written consent of all members at the time, a person ceases
to be a member upon the occurrence of one or more of the...
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