|
10A-5A-6.01
Section 10A-5A-6.01 Member's power to dissociate; wrongful dissociation. (a) A person
has the power to dissociate as a member. (b) A person's dissociation from a limited liability
company is wrongful only if: (1) it is in breach of an express provision of the limited liability
company agreement; (2) the person is expelled as a member by judicial determination under
Section 10A-5A-6.02(e); or (3) the person is dissociated 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 is liable to the limited liability company and, subject to Section
10A-5A-9.01, to the other members for damages caused by the dissociation. The liability is
in addition to any other debt, obligation, or liability of the member to the limited liability
company or the other members. (Act 2014-144, p. 265, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-6.01.htm - 1K - 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-6.02
Section 10A-5A-6.02 Event causing dissociation. A person is dissociated as a member
from a limited liability company when any of the following occurs: (a) the limited liability
company has notice of the person's express will to dissociate as a member, except that if
the person specifies a dissociation date later than the date the limited liability company
had notice, then the person is dissociated as a member on that later date; (b) an event stated
in the limited liability company agreement as causing the person's dissociation occurs; (c)
the person is expelled as a member pursuant to the limited liability company agreement; (d)
the person is expelled as a member by the unanimous consent of the other members if: (1) it
is unlawful to carry on the limited liability company's activities and affairs with the person
as a member; (2) there has been a transfer of all of the person's transferable interest other
than a transfer for security purposes; (3) the person is an organization and,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-6.02.htm - 4K - Match Info - Similar pages
10A-5A-11.06
Section 10A-5A-11.06 Event causing dissociation of a member associated with a series.
A person is dissociated as a member associated with a series when any of the following occurs:
(a) the series has notice of the person's express will to dissociate from the series, except
if the person specifies a dissociation date later than the date the series had notice, then
the person is dissociated from the series on that later date; (b) an event stated in the limited
liability company agreement as causing the person's dissociation from the series occurs; (c)
the person is dissociated as a member of the limited liability company pursuant to Section
10A-5A-6.02; (d) the person is expelled as a member associated with that series pursuant to
the limited liability company agreement; (e) the person is expelled as a member associated
with the series by the unanimous consent of the other members associated with that series
if: (1) it is unlawful to carry on the series' activities and affairs with the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.06.htm - 4K - Match Info - Similar pages
10A-9A-6.04
Section 10A-9A-6.04 Person's power to dissociate as general partner; wrongful dissociation.
(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully,
by express will pursuant to Section 10A-9A-6.03(1). (b) A person's dissociation as
a general partner is wrongful only if: (1) it is in breach of an express provision of the
limited partnership; or (2) it occurs before the completion of the winding up of the limited
partnership, and: (A) the person dissociates as a general partner by express will; (B) the
person is expelled as a general partner by judicial order under Section 10A-9A-6.03(5);
(C) the person is dissociated as a general partner by becoming a debtor in bankruptcy; or
(D) in the case of a person that is not an individual, trust other than a business trust,
or estate, the person is expelled or otherwise dissociated as a general partner because it
willfully dissolved or terminated. (c) A person that wrongfully dissociates as a general...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-6.04.htm - 1K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-6.06.htm - 6K - Match Info - Similar pages
10A-5-8.01
Section 10A-5-8.01 Special rules for limited liability companies performing professional
services. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) A limited liability company shall have the power to render professional services if each
member or employee who renders professional services in Alabama is licensed or registered
to render 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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-8.01.htm - 4K - Match Info - Similar pages
10A-5A-8.01
Section 10A-5A-8.01 Special rules for limited liability companies performing professional
services. (a) A limited liability company shall have the power to render professional services
if it complies with the rules of the licensing authority for such profession. (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) Except as otherwise provided in subsection (b), the
personal liability of a member of any limited liability company engaged in providing professional
services shall be governed by Section 10A-5A-3.01. (d) The personal liability of a
member, manager, or employee of a foreign limited liability company engaged in providing professional
services shall be determined under the law of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-8.01.htm - 2K - Match Info - Similar pages
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.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.07.htm - 1K - Match Info - Similar pages
10A-9A-6.03
Section 10A-9A-6.03 Dissociation as a general partner. A person is dissociated from
a limited partnership as a general partner when any of the following occurs: (1) the limited
partnership has notice of the person's express will to dissociate as a general partner, except
that if the person specifies a dissociation date later than the date the limited partnership
had notice, then the person is dissociated as a general partner on that later date; (2) an
event stated in the partnership agreement as causing the person's dissociation as a general
partner occurs; (3) the person is expelled as a general partner pursuant to the partnership
agreement; (4) the person is expelled as a general partner by the unanimous consent of the
other partners if: (A) it is unlawful to carry on the limited partnership's activities and
affairs with the person as a general partner; (B) there has been a transfer of all of the
person's transferable interest in the limited partnership, other than a transfer for...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-6.03.htm - 4K - Match Info - Similar pages
|