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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...
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19-3A-401
Section 19-3A-401 Character of receipts. (a) For purposes of this section, "entity"
means a corporation, partnership, limited liability company, regulated investment company,
real estate investment trust, common trust fund, or any other organization in which a fiduciary
has an interest other than (1) a trust or decedent's estate to which Section 19-3A-402 applies,
(2) a business or activity to which Section 19-3A-403 applies, or (3) an asset-backed security
to which Section 19-3A-415 applies. (b) Except as otherwise provided in this section, a fiduciary
shall allocate to income money received from an entity. (c) A fiduciary shall allocate the
following receipts from an entity to principal: (1) Property other than money except in cases
when the fiduciary has the choice to receive dividends or similar payments either in cash
or in the shares or similar ownership interests of the corporation or other business entity,
in which case, the fiduciary shall allocate the receipts to income; (2)...
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10A-5-2.06
Section 10A-5-2.06 Records to be kept; right of inspection. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Each limited liability company shall keep at
its registered office or principal place of business in this state the following records:
(1) A current list of the full name and last known business or residence street address of
each member, and each manager, if any. (2) A copy of the filed certificate of formation and
all amendments thereto, together with executed copies of any powers of attorney pursuant to
which any documents have been executed. (3) Copies of the limited liability company's federal,
state, and local income tax returns and reports, if any, for the three most recent years.
(4) Copies of any then effective operating agreements including any amendments thereto. (5)
Copies of any financial statements of the limited liability company for the three most recent
years. (b) Those records, and any other books and records of the limited...
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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-5-9.02
Section 10A-5-9.02 Requirements for articles of merger; effective date. REPEALED IN THE 2014
REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) If a domestic limited liability
company is merging under this chapter, the domestic limited liability company or other business
entity surviving or resulting from the merger shall file articles of merger in the Office
of the Secretary of State. If a domestic limited liability company is filing the articles
of merger, the articles of merger shall be signed by at least one member of the domestic limited
liability company, and if another business entity is filing the articles of merger, the articles
of merger shall be signed by a person authorized by the other business entity. The articles
of merger shall state all of the following: (1) The name, jurisdiction, and date of formation
or organization of each of the domestic limited liability companies or other business entities
that are to merge. (2) That an agreement of merger has been...
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10A-5A-11.07
Section 10A-5A-11.07 Effect of person's dissociation as a member. (a) A person who has dissociated
as a member associated with a series shall have no right to participate in the direction and
oversight of the activities and affairs of that series and is entitled only to receive the
distributions to which that member would have been entitled if the member had not dissociated
from that series. (b) A person's dissociation as a member associated with a series does not
of itself discharge the person from any debt, obligation, or liability to that series, the
limited liability company, or the other members that the person incurred while a member associated
with that series. (c) A member's dissociation from a series does not, in itself, cause the
member to dissociate from any other series or require the winding up of the series. (d) A
member's dissociation from a series does not, in itself, cause the member to dissociate from
the limited liability company. (Act 2014-144, p. 265, §1.)...
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40-18-24.2
Section 40-18-24.2 Taxation of pass-through entities. (a) For purposes of this section and
Section 40-18-24.3, the following terms shall have the following meanings: (1) MEMBER. An
individual, estate, trust or business trust as defined in Section 40-18-1, a corporation as
defined in Section 40-18-1, or Subchapter K entity as defined in Section 40-18-1, that is
a partner in a general, limited, limited liability, or limited liability limited partnership,
or a member of a limited liability company. (2) NONRESIDENT. a. An individual who is not a
resident of or domiciled in this state during the applicable tax year. b. A nonresident trust
as defined in Section 40-18-1. c. A nonresident estate as defined in Section 40-18-1. d. A
foreign corporation as defined in Section 40-18-1, not commercially domiciled in this state
during the applicable tax year. e. A Subchapter K entity or business trust that is created
or organized under the laws of a jurisdiction other than this state and that is not...
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10A-5-6.04
Section 10A-5-6.04 Death or incompetency of member. REPEALED IN THE 2014 REGULAR SESSION BY
ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the governing
documents: (1) If a member who is an individual dies or if a court of competent jurisdiction
adjudges a member to be incompetent to manage the member's person or property, the member's
personal representative, conservator, legal representative, heirs, or legatees may exercise
all the member's financial rights for the purpose of settling the member's estate or administering
the member's property, including any power the member had to transfer the membership interest.
(2) If a member is a corporation, limited liability company, trust, general partnership, limited
partnership, registered limited liability partnership, custodianship, or other entity and
is dissolved or terminated, the financial rights of that member may be exercised by the legal
representative or successor of that member. (b) The personal...
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10A-5-6.05
Section 10A-5-6.05 Member's financial rights subject to charging order. REPEALED IN THE 2014
REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) On application to a court of
competent jurisdiction by any judgment creditor of a member or assignee, the court may charge
the interest of the member or assignee with payment of the unsatisfied amount of the judgment
with interest. To the extent so charged, the judgment creditor has only the rights of an assignee
of financial rights. This section shall be the sole and exclusive remedy of a judgment creditor
with respect to the judgment debtor's membership interest. (b) This chapter does not deprive
any member of the benefit of any exemption laws applicable to the member's limited liability
company interest. (Acts 1993, No. 93-724, p. 1425, §35; Act 97-920, 1st Ex. Sess., p. 312,
§1; §10-12-35; amended and renumbered by Act 2009-513, p. 967, §234.)...
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10A-5-1.02
Section 10A-5-1.02 Definitions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. As used in this chapter, unless the context otherwise requires, the following
terms mean: (1) ARTICLES OF ORGANIZATION. The filing instrument provided for by Section 10A-5-2.01,
or, if it has been amended or restated, as most recently amended or restated. In the case
of a foreign limited liability company, the term includes all documents serving a similar
function that are required to be filed to form the limited liability company in the state
or other jurisdiction where it is organized. The term articles of organization as used in
this chapter is synonymous with the term certificate of formation as defined in Section 10A-1-1.03(6).
In this chapter, the use of the term certificate of formation shall be deemed to include articles
of organization, and vice-versa. Together with the operating agreement, the articles of organization
or certificate of formation of a limited...
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