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10A-5A-11.09
Section 10A-5A-11.09 Event requiring dissolution. A series is dissolved and its activities
and affairs shall be wound up upon the first to occur of the following: (a) the dissolution
of the limited liability company under Section 10A-5A-7.01; (b) an event or circumstance that
the limited liability company agreement states causes dissolution of the series; (c) the consent
of all of the members associated with the series; (d) the passage of 90 days after the occurrence
of the dissociation of the last remaining member associated with the series; or (e) on application
by a member associated with the series, an order dissolving the series on the grounds that
it is not reasonably practicable to carry on the series' activities and affairs in conformity
with the limited liability company agreement which order is entered by the designated court,
and if none, by the circuit court for the county in which the limited liability company's
principal office within this state is located, and if the...
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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,...
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10A-5-7.03
Section 10A-5-7.03 Winding up. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. (a) Except as otherwise provided in the governing documents, the members
who have not wrongfully dissolved a limited liability company may wind up the limited liability
company's business and affairs. (b) A person winding up a limited liability company's business
may: Preserve the company business or property as a going concern for a reasonable time; prosecute
and defend actions and proceedings, whether civil, criminal, or administrative; settle and
close the limited liability company's business; dispose of and transfer property; discharge
the limited liability company's liabilities; distribute the assets of the limited liability
company pursuant to Section 10A-5-7.05; and perform other necessary and appropriate acts.
(Acts 1993, No. 93-724, p. 1425, §39; §10-12-39; amended and renumbered by Act 2009-513,
p. 967, §236.)...
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10A-9A-6.05
Section 10A-9A-6.05 Effect of dissociation as general partner. (a) Upon a person's dissociation
as a general partner: (1) the person's right to participate as a general partner in the management
and conduct of the partnership's activities and affairs terminates; (2) the person's duty
to refrain from competing with the limited partnership in the conduct or winding up of the
limited partnership's activities and affairs terminates; (3) the person's following duties
continue only with regard to matters arising and events occurring before the person's dissociation
as a general partner: (A) the duty to account to the limited partnership and hold as trustee
for it any property, profit, or benefit derived by the general partner in the conduct and
winding up of the limited partnership's activities and affairs or derived from a use by the
general partner of limited partnership property, including the appropriation of a limited
partnership opportunity; (B) the duty to refrain from dealing with...
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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...
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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...
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10A-5A-5.02
Section 10A-5A-5.02 Transfer of transferable interest. (a) A transfer, in whole or in part,
of a transferable interest: (1) is permissible; (2)(A) does not by itself cause a member to
cease to be a member of the limited liability company; and (B) does not by itself cause a
member to cease to be associated with a series of the limited liability company; (3) does
not by itself cause a dissolution and winding up of the limited liability company, or a series
thereof; and (4) subject to Section 10A-5A-5.04, does not entitle the transferee to: (A) participate
in the direction or oversight of the activities and affairs of the limited liability company,
or a series thereof; or (B) have access to records or other information concerning the activities
and affairs of the limited liability company, or a series thereof. (b) A transferee has the
right to receive, in accordance with the transfer, distributions to which the transferor would
otherwise be entitled. (c) A transferable interest may be...
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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-8A-8.02
Section 10A-8A-8.02 Effect of dissolution. Notwithstanding Section 10A-1-9.12: (a) A dissolved
partnership continues its existence as a partnership but may not carry on any business or
not for profit activity except as is appropriate to wind up and liquidate its business or
not for profit activity, including: (1) collecting its assets; (2) disposing of its properties
that will not be distributed in kind to persons owning transferable interests; (3) discharging
or making provisions for discharging its liabilities; (4) distributing its remaining property
in accordance with Section 10A-8A-8.09; and (5) doing every other act necessary to wind up
and liquidate its business or not for profit activity. (b) In winding up its business or not
for profit activity, a partnership may: (1) deliver to the Secretary of State for filing a
statement of dissolution setting forth: (A) The name of the partnership; (B) If the partnership
has filed a statement of partnership, a statement of not for profit...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-8.02.htm - 3K - Match Info - Similar pages
10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
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