10A-5A-4.08
Section 10A-5A-4.08 Duties of persons with direction and oversight. (a)(1) The duties a person
who has the authority to direct and oversee the activities and affairs of a limited liability
company owes to the limited liability company and to the members of the limited liability
company include the duty of loyalty and the duty of care as described in subsections (b) and
(d)(1). (2) The duties a person who has the authority to direct and oversee the activities
and affairs of a series of a limited liability company owes to that series and the members
associated with that series include the duty of loyalty and the duty of care as described
in subsections (c) and (d)(2). (b) The duty of loyalty of a person described in subsection
(a)(1) to a limited liability company and its members includes each of the following: (1)
To account to the limited liability company and to hold as trustee for it any property, profit,
or benefit derived by that person in the conduct or winding up of the limited...
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10A-5A-7.03
Section 10A-5A-7.03 Right to wind up activities and affairs. (a) The person or persons designated
in the limited liability company agreement to wind up the activities and affairs of the dissolved
limited liability company shall wind up the activities and affairs of the limited liability
company in accordance with Section 10A-5A-7.02. If no person or persons are designated in
the limited liability company agreement to wind up the activities and affairs of the dissolved
limited liability company, then the remaining members of the dissolved limited liability company
shall wind up the activities and affairs of the limited liability company in accordance with
Section 10A-5A-7.02. If no person or persons are designated in the limited liability company
agreement to wind up the activities and affairs of the dissolved limited liability company
and there are no remaining members of the dissolved limited liability company, then all of
the holders of the transferable interests of the limited...
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10A-5-6.02
Section 10A-5-6.02 Transferability of member's interest. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the operating
agreement: (1) A membership interest in a limited liability company is assignable in whole
or in part. (2) An assignment of a member's interest in a limited liability company does not
of itself dissolve the limited liability company or entitle the assignee to exercise any management
rights. (3) An assignment only entitles the assignee to the financial rights of the assignor
to the extent assigned. (4) A member who assigns the member's interest in a limited liability
company does not cease to be a member until the assignee is substituted as provided in Section
10A-5-6.03. (b) A limited liability company, in the governing documents, may provide that
a member's interest in the limited liability company may be evidenced by a certificate of
limited liability company interest issued by the limited liability...
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10A-5-4.01
Section 10A-5-4.01 Management of the limited liability company; creation of classes; voting;
rights; meetings. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1,
2017. (a) Unless otherwise stated in the certificate of formation, the management of the limited
liability company is vested in its members. Subject to any provisions in the operating agreement
or this chapter restricting or enlarging the management rights and duties of any person or
group or class of persons, the members shall have the right and authority to manage the business
or affairs of the limited liability company and to make all decisions with respect thereto.
(b) If the certificate of formation vests management of the limited liability company in one
or more managers, then the managers shall have the power to manage the business or affairs
of the limited liability company as provided in the operating agreement. Except as otherwise
provided in the operating agreement, the managers: (1) Shall be...
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10A-5A-11.11
Section 10A-5A-11.11 Right to wind up activities and affairs of series. (a) The person or persons
designated in the limited liability company agreement to wind up the activities and affairs
of the dissolved series shall wind up the activities and affairs of the dissolved series in
accordance with Section 10A-5A-11.10. If no person or persons are designated in the limited
liability company agreement to wind up the activities and affairs of the dissolved series,
then the remaining members associated with the dissolved series shall wind up the activities
and affairs of the dissolved series in accordance with Section 10A-5A-11.10. If no person
or persons are designated in the limited liability company agreement to wind up the activities
and affairs of the dissolved series and there are no remaining members associated with the
dissolved series, then all of the holders of the transferable interests associated with the
series, or their designee, shall wind up the activities and affairs of the...
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10A-5A-7.06
Section 10A-5A-7.06 Application of assets in winding up limited liability company's activities
and affairs. Notwithstanding Section 10A-1-9.12, upon the winding up of a limited liability
company, the assets shall be applied as follows: (a) Payment, or adequate provision for payment,
shall be made to creditors, including, to the extent permitted by law, members who are creditors,
in satisfaction of liabilities of the limited liability company. (b) After a limited liability
company complies with subsection (a), any surplus must be distributed: (1) first, to each
person owning a transferable interest that reflects contributions made on account of the transferable
interest and not previously returned, an amount equal to the value of the person's unreturned
contributions; and (2) then to each person owning a transferable interest in the proportions
in which the owners of transferable interests share in distributions before dissolution. (c)
If the limited liability company does not have...
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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-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-5A-4.01
Section 10A-5A-4.01 Admission of members. (a) The initial member or members of a limited liability
company are admitted as a member or members upon the formation of the limited liability company.
(b) After formation of a limited liability company, a person is admitted as a member of the
limited liability company: (1) as provided in the limited liability company agreement; (2)
as the result of a transaction effective under Article 10 of this chapter or Article 8 of
Chapter 1; (3) with the consent of all the members; or (4) as provided in Section 10A-5A-7.01(c)(1)
or (c)(2). (c) A person may be admitted as a member without acquiring a transferable interest
and without making or being obligated to make a contribution to the limited liability company.
A person may be admitted as the sole member without acquiring a transferable interest and
without making or being obligated to make a contribution to the limited liability company.
(Act 2014-144, p. 265, §1; Act 2016-379, p. 934, §4; Act...
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10A-5A-5.03
Section 10A-5A-5.03 Charging order. (a) On application to a court of competent jurisdiction
by any judgment creditor of a member or transferee, the court may charge the transferable
interest of the judgment debtor with payment of the unsatisfied amount of the judgment with
interest. To the extent so charged and after the limited liability company has been served
with the charging order, the judgment creditor has only the right to receive any distribution
or distributions to which the judgment debtor would otherwise be entitled in respect of the
transferable interest. (b) A limited liability company, after being served with a charging
order and its terms, shall be entitled to pay or deposit any distribution or distributions
to which the judgment debtor would otherwise be entitled in respect of the charged transferable
interest into the hands of the clerk of the court so issuing the charging order, and the payment
or deposit shall discharge the limited liability company and the judgment...
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