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10A-5A-9.09
Section 10A-5A-9.09 Applicability to foreign limited liability companies. In any derivative
action in the right of a foreign limited liability company, or a series thereof, the right
of a person to commence or maintain a derivative action in the right of a foreign limited
liability company, or a series thereof, and any matters raised in the action covered by Sections
10A-5A-9.02 through 10A-5A-9.08 shall be governed by the law of the jurisdiction under which
the foreign limited liability company was formed; except that any matters raised in the action
covered by Sections 10A-5A-9.06, 10A-5A-9.07, and 10A-5A-9.08 shall be governed by the law
of this state. (Act 2014-144, p. 265, §1.)...
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10A-2A-7.47
Section 10A-2A-7.47 Proceeds and expenses. (a) Except as otherwise provided in subsection (b):
(1) any proceeds or other benefits of a derivative action, whether by judgment, compromise,
or settlement, belong to the corporation and not to the derivative plaintiff; and (2) if the
derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit
them to the corporation. (b) If a derivative action is successful in whole or in part, the
court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from
the recovery of the corporation. (Act 2019-94, §1.)...
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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 REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1,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-7.05
Section 10A-5A-7.05 Other claims against dissolved limited liability company. Notwithstanding
Sections 10A-1-9.01 and 10A-1-9.22: (a) A dissolved limited liability company may publish
notice of its dissolution and request that persons with claims against the dissolved limited
liability company present them in accordance with the notice. (b) The notice authorized by
subsection (a) must: (1) be published at least one time in a newspaper of general circulation
in the county in which the dissolved limited liability company's principal office is located
or, if it has none in this state, in the county in which the dissolved limited liability company's
most recent registered office is located; (2) describe the information that must be included
in a claim and provide a mailing address to which the claim is to be sent; and (3) state that
if not sooner barred, a claim against the dissolved limited liability company will be barred
unless a proceeding to enforce the claim is commenced within two...
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10A-5A-8.02
Section 10A-5A-8.02 Death or disqualification of member. (a) In the case of a limited liability
company performing professional services, upon the death of a member, upon a member becoming
a disqualified person, or upon a transferable interest being transferred by operation of law
or court decree to a disqualified person, the transferable interest of the deceased member
or of the disqualified person may be transferred to a qualified person and, if not so transferred,
subject to Section 10A-5A-4.06, shall be purchased by the limited liability company as provided
in this section. (b) If the price of the transferable interest is not fixed by the limited
liability company agreement, the limited liability company, within six months after the death
or 30 days after the disqualification or transfer, as the case may be, shall make a written
offer to pay to the holder of the transferable interest a specified price deemed by the limited
liability company to be the fair value of the transferable...
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10A-5A-9.03
Section 10A-5A-9.03 Standing. (a) A member may commence or maintain a derivative action in
the right of the limited liability company only if the member: (1) fairly and adequately represents
the interests of the limited liability company in enforcing the right of the limited liability
company; and (2) either: (A) was a member of the limited liability company at the time of
the act or omission of which the member complains; or (B) whose status as a member devolved
upon the person by operation of law or pursuant to the terms of the limited liability company
agreement from a person who was a member at the time of the act or omission of which the member
complains. (b) A member associated with a series of a limited liability company may commence
or maintain a derivative action in the right of the series only if the member: (1) fairly
and adequately represents the interests of the series in enforcing the right of the series;
and (2) either: (A) was associated with the series at the time of...
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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-5A-1.10
Section 10A-5A-1.10 Limited liability company agreement - Effect on third parties and relationship
to writings effective on behalf of limited liability company. (a) If a limited liability company
agreement provides for the manner in which it may be amended, including by requiring the approval
of a person who is not a party to the limited liability company agreement or the satisfaction
of conditions, it may be amended only in that manner or as otherwise permitted by law, except
that the approval of any person may be waived by that person and any conditions may be waived
by all persons for whose benefit those conditions were intended. (b) A limited liability company
agreement may provide rights to any person, including a person who is not a party to the limited
liability company agreement, to the extent set forth in the limited liability company agreement.
(c) The obligations of a limited liability company and its members to a person in the person's
capacity as a transferee or...
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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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-4.01.htm - 1K - Match Info - Similar pages
10A-5A-4.06
Section 10A-5A-4.06 Limitation on distributions and liability for improper distributions. (a)(1)
A limited liability company shall not make a distribution to a member to the extent that at
the time of the distribution, after giving effect to the distribution, all liabilities of
the limited liability company, other than liabilities to members on account of their transferable
interests and liabilities for which the recourse of creditors is limited to specific property
of the limited liability company, exceed the fair value of the assets of the limited liability
company, except that the fair value of the property that is subject to a liability for which
recourse of creditors is limited shall be included in the assets of the limited liability
company only to the extent that the fair value of the property exceeds that liability. (2)
A member who receives a distribution in violation of subsection (a)(1) or the limited liability
company agreement, and who knew at the time of the distribution...
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