10A-5-1.04
Section 10A-5-1.04 Indemnification. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. Unless its certificate of formation provides otherwise, every limited liability
company has the power to indemnify a member, manager, or employee or former member, manager,
or employee of the limited liability company against expenses actually and reasonably incurred
in connection with the defense of an action, suit, or proceeding, civil or criminal, in which
the member, manager, or employee is made a party by reason of being or having been a member,
manager, or employee of the limited liability company, except in relation to matters as to
which the member, manager, or employee is determined in the action, suit, or proceeding to
be liable for negligence or misconduct in the performance of duty; to make any other indemnification
that is authorized by the governing documents of the limited liability company or by a resolution
adopted by the members after notice, unless...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-1.04.htm - 1K - Match Info - Similar pages

10A-5-4.02
Section 10A-5-4.02 Limited liability company property. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Property may be acquired, held, and conveyed
in the name of the limited liability company. Any estate in real property may be acquired
in the name of the limited liability company and title to any estate so acquired shall vest
in the limited liability company itself rather than in the members individually. (b) All property
originally contributed to the limited liability company or subsequently acquired by a limited
liability company by purchase or otherwise is limited liability company property. A member
has no interest in specific limited liability company property. (c) Except as provided in
subsection (d), title to property of the limited liability company that is held in the name
of the limited liability company may be transferred by an instrument of transfer executed
by any member in the name of the limited liability company. (d) If the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-4.02.htm - 3K - Match Info - Similar pages

10A-5A-7.09
Section 10A-5A-7.09 Limited liability company name upon reinstatement. The name of a limited
liability company following reinstatement shall be determined as follows: (a) If the limited
liability company remains in the Secretary of State's records as a limited liability company
which has not been dissolved, then the name of the limited liability company following reinstatement
shall be that limited liability company name at the time of reinstatement. (b) If the limited
liability company is listed in the Secretary of State's records as a limited liability company
that has been dissolved, then the name of a limited liability company following reinstatement
shall be that limited liability company name at the time of reinstatement if that limited
liability company name complies with Article 5 of Chapter 1 at the time of reinstatement.
If that limited liability company name does not comply with Article 5 of Chapter 1, the name
of the limited liability company following reinstatement shall...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-7.09.htm - 1K - Match Info - Similar pages

10A-5-2.01
Section 10A-5-2.01 Formation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. One or more persons may form a limited liability company by filing a certificate
of formation for the limited liability company with the judge of probate of the county in
which the initial registered office of the limited liability company is located pursuant to
Article 3 of Chapter 1. (Acts 1993, No. 93-724, p. 1425, §9; Act 97-920, 1st Ex. Sess., p.
312, §1; §10-12-9; amended and renumbered by Act 2009-513, p. 967, §218.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-2.01.htm - 862 bytes - Match Info - Similar pages

10A-5-6.01
Section 10A-5-6.01 Admission of additional members. REPEALED IN THE 2014 REGULAR SESSION BY
ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) After the filing of a limited liability company's
original certificate of formation, additional members may be admitted as follows: (1) In the
case of a member acquiring an interest directly from the limited liability company, upon compliance
with the operating agreement or, if the operating agreement does not provide for the admission
of additional members, with the written consent of all members. (2) In the case of an assignee
of an interest of a member, by complying with Section 10A-5-6.03. (b) The effective time of
admission of a member to a limited liability company shall be the later of: (1) The date the
limited liability company is formed. (2) The time provided in the operating agreement, or
if no time is provided, then when the person's admission is reflected in the records of the
limited liability company. (Acts 1993, No. 93-724, p. 1425,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-6.01.htm - 1K - Match Info - Similar pages

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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-3.03.htm - 7K - Match Info - Similar pages

10A-9A-2.06
Section 10A-9A-2.06 Certificate of existence or authorization. (a) The Secretary of State,
upon request and payment of the requisite fee, shall furnish to any person a certificate of
existence for a limited partnership if the writings filed in the office of the Secretary of
State show that the limited partnership has been formed under the laws of this state. A certificate
of existence shall reflect only the information on file with the Secretary of State. To the
extent writings have been delivered to the Secretary of State, the certificate of existence
must state: (1) the limited partnership's name; (2) that the limited partnership was formed
under the laws of this state, the date of formation, and the filing office in which the certificate
of formation was filed; (3) whether a statement of dissolution of the limited partnership
has been delivered to the Secretary of State for filing; (4) whether the limited partnership
has delivered to the Secretary of State for filing a certificate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-2.06.htm - 3K - Match Info - Similar pages

10A-20-7.20
Section 10A-20-7.20 Amendment of certificate of formation. (a) The certificate of formation
may be amended by the votes of the stockholders and the members of the corporation, voting
separately by classes, and the amendments shall require approval by the affirmative vote of
two thirds of the votes to which the stockholders shall be entitled and two thirds of the
votes to which the members shall be entitled; provided, that no amendment of the certificate
of formation which is inconsistent with the general purposes expressed in this article, which
authorizes any additional class of capital stock to be issued or which eliminates or curtails
the right of the state Comptroller to examine the corporation or the obligation of the corporation
to make reports as provided in Section 10A-20-7.18 shall be made; and provided further, that
no amendment of the certificate of formation which increases the obligation of a member to
make loans to the corporation, makes any change in the principal...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-7.20.htm - 2K - Match Info - Similar pages

10A-5-1.03
Section 10A-5-1.03 Powers. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY
1, 2017. Unless its certificate of formation provides otherwise, every limited liability company
has perpetual duration and succession in its name and has , without limitation, all powers
enumerated in Chapter 1, including Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13. (Acts
1993, No. 93-724, p. 1425, §4; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-4; amended
and renumbered by Act 2009-513, p. 967, §213.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-1.03.htm - 835 bytes - Match Info - Similar pages

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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-7.03.htm - 2K - Match Info - Similar pages