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10A-5-2.03
Section 10A-5-2.03 Amendment of certificate of formation. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) The certificate of formation may be amended
by delivering the amendment to the judge of probate in whose office the certificate of formation
is filed. The amendment shall set forth: (1) The name of the limited liability company. (2)
The date of filing of the certificate of formation. (3) The amendment(s). (b) Within 30 days
after the happening of any of the following events, an amendment to the certificate of formation
shall be filed to reflect the occurrence of such event or events: (1) There is a change in
the name of the limited liability company. (2) There is a false or erroneous statement in
the certificate of formation. (3) There is a change in the period of duration of the limited
liability company stated in the certificate of formation. (4) The members desire to make a
change in any other statement in the certificate of formation to...
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10A-5-5.02
Section 10A-5-5.02 Liability for contributions. REPEALED IN THE 2014 REGULAR SESSION BY ACT
2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in the certificate of formation,
a member is obligated to the limited liability company to perform any promise to pay cash
or convey property or to render services, even if the member is unable to perform because
of death, disability, or any other reason. A member who does not perform such a promise is
obligated at the option of the limited liability company to pay cash equal to the amount or
value of the portion of the contribution that has not been paid, conveyed, or rendered. (b)
The operating agreement may provide that the interest of any member who fails to make any
contribution that the member is obligated to make, or who fails to pay any agreed assessment
that the member is obligated to make, shall be subject to a reasonable penalty for such failure.
The penalty may take the form of reducing the defaulting member's proportionate...
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40-14A-27
Section 40-14A-27 Dissolution, etc., of corporations or limited liability entities. Whenever
a corporation or a limited liability entity organized under the laws of this state is dissolved,
terminated, liquidated, or otherwise wound-up, by an agreement or notice of the stockholders
or owners of the limited liability entity filed in the office of the judge of probate of the
county wherein the corporation or limited liability entity was organized, the judge of probate
shall at once give notice to the department and Secretary of State of the dissolution event,
with the name of the taxpayer and the date of dissolution, termination, liquidation, or other
winding-up. When a dissolution of a corporation or limited liability entity organized under
the laws of this state takes place by judgment of a court, upon the filing of a complaint
under the laws of this state by the creditors, stockholders, the owners of the limited liability
entity, or others, the clerk of the court shall at once notify...
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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...
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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-8A-2.02
Section 10A-8A-2.02 Statement of partnership; statement of not for profit partnership. (a)
A partnership other than a partnership that has an effective statement of not for profit partnership
or an effective statement of limited liability partnership on file with the Secretary of State
may deliver to the Secretary of State for filing a statement of partnership for the purpose
of having its partnership agreement governed by the laws of this state in accordance with
Section 10A-8A-1.06(d) and providing notice of its existence in accordance with Section 10A-8A-1.03(d)(1).
A statement of partnership must contain all of the following: (1) the name of the partnership
which name must comply with Article 5 of Chapter 1; (2) the date that the partnership was
formed pursuant to, or became governed by, the laws of this state; (3) the street and mailing
address of its principal office; (4) the street and mailing address of a registered office
and the name of the registered agent at that office for...
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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-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...
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10A-5A-10.03
Section 10A-5A-10.03 Filings required for conversion; effective date. (a) After a plan of conversion
is approved: (1) if the converting organization is an organization formed under, or its internal
affairs are governed by, the laws of this state, the converting organization shall file a
statement of conversion in accordance with subsection (c), which statement of conversion must
be signed in accordance with Section 10A-5A-2.04(a) and which must include: (A) the name,
type of organization, and mailing address of the principal office of the converting organization,
and its unique identifying number or other designation as assigned by the Secretary of State,
if any, before conversion; (B) the date of the filing of the certificate of formation of the
converting organization, if any, and all prior amendments and the filing office or offices,
if any, where such is filed; (C) a statement that the converting organization has been converted
into the converted organization; (D) the name and type...
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27-31A-4
Section 27-31A-4 Risk retention groups not chartered in this state. Risk retention groups chartered
and licensed in states other than this state and seeking to do business as a risk retention
group in this state shall comply with the laws of this state as follows: (1) NOTICE OF OPERATIONS
AND DESIGNATION OF COMMISSIONER AS AGENT. a. Before offering insurance in this state, a risk
retention group shall submit to the commissioner both of the following: 1. A statement identifying
the state or states in which the risk retention group is chartered and licensed as a liability
insurance company, charter date, its principal place of business, and other information, including
information on its membership, as the commissioner of this state may require to verify that
the risk retention group is qualified pursuant to subdivision (11) of Section 27-31A-2. 2.
A copy of its plan of operations or feasibility study and revisions of the plan or study submitted
to the state in which the risk retention...
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