10A-5A-7.07
Section 10A-5A-7.07 Reinstatement after dissolution. Notwithstanding Sections 10A-1-9.31 and
10A-1-9.32, a limited liability company 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 entitled to consent at the time that is: (1) required for reinstatement 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 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
under this chapter; (b) in the case of a written objection to reinstatement having been delivered
to the limited liability company before or at the time of the consent required by subsection
(a) by the members or other persons having authority under the...
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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-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-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-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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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-4.07
Section 10A-5A-4.07 Direction and oversight of the limited liability company. (a) The limited
liability company agreement of a limited liability company may provide that the activities
and affairs of the limited liability company shall be under the direction, and subject to
the oversight, of: (1) its members; (2) one or more managers; or (3) such other governance
structure as provided in the limited liability company agreement. The limited liability company
agreement of a limited liability company may provide that the activities and affairs of a
series shall be under the direction, and subject to the oversight, of: (1) the members associated
with that series; (2) one or more managers; or (3) such other governance structure as provided
in the limited liability company agreement. (b) If the limited liability company agreement
does not specify who shall direct and oversee the activities and affairs of the limited liability
company or a series thereof: (1)(A) The activities and affairs of...
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10A-5-5.04
Section 10A-5-5.04 Interim distributions of property; impairment of capital. REPEALED IN THE
2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in
this section or in the operating agreement, members are entitled to receive distributions
from the limited liability company in proportion to their respective rights to share in profits
under Section 10A-5-5.03. (b) Subsection (a) shall not apply to any of the following: (1)
Distributions on dissolution. (2) Distributions governed by a contrary provision in the operating
agreement. (c) No distribution may be made unless, after the distribution is made, the assets
of the limited liability company are sufficient to pay all liabilities of the limited liability
company except liabilities to members on account of their contributions. (d) Unless otherwise
provided in the operating agreement, a member has no right to receive and may not be required
to accept a distribution in kind. (Acts 1993, No. 93-724, p....
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10A-5A-4.04
Section 10A-5A-4.04 Liability for contribution. (a) A member's obligation to make a contribution
to a limited liability company, or a series thereof, is not excused by the member's death,
disability, or other inability to perform personally. If a member does not make a contribution
required by an enforceable promise, the member or the member's estate is obligated, at the
election of the limited liability company, or series thereof, to contribute money equal to
the value of the portion of the contribution that has not been made. The foregoing election
shall be in addition to, and not in lieu of, any other rights, including the right to specific
performance, that the limited liability company, or series thereof, may have under the limited
liability company agreement or applicable law. (b)(1) The obligation of a member to make a
contribution to a limited liability company may be compromised only by consent of all the
members. A conditional obligation of a member to make a contribution to...
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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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