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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-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 REPEALED IN THE 2014 REGULAR SESSION BY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,...
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10A-5A-1.02
Section 10A-5A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter,
unless the context otherwise requires, the following terms mean: (a) "Certificate of
formation," with respect to a limited liability company, means the certificate provided
for by Section 10A-5A-2.01, and the certificate as amended or restated. (b) "Constituent
limited liability company" means a constituent organization that is a limited liability
company. (c) "Constituent organization" means an organization that is party to a
merger under Article 10. (d) "Converted organization" means the organization into
which a converting organization converts pursuant to Article 10. (e) "Converting limited
liability company" means a converting organization that is a limited liability company.
(f) "Converting organization" means an organization that converts into another organization
pursuant to Article 10. (g) "Disqualified person" means any person who is not a
qualified person. (h) "Distribution" except...
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10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise requires,
the following terms mean: (1) AFFILIATE. A person who controls, is controlled by, or is under
common control with another person. An affiliate of an individual includes the spouse, or
a parent or sibling thereof, of the individual, or a child, grandchild, sibling, parent, or
spouse of any thereof, of the individual, or an individual having the same home as the individual,
or a trust or estate of which an individual specified in this sentence is a substantial beneficiary;
a trust, estate, incompetent, conservatee, protected person, or minor of which the individual
is a fiduciary; or an entity of which the individual is director, general partner, agent,
employee or the governing authority or member of the governing authority. (2) ASSOCIATE. When
used to indicate a relationship with: (A) a domestic or foreign entity for which the person
is: (i) an officer or governing person; or (ii) a beneficial...
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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-1.09
Section 10A-5A-1.09 Limited liability company agreement - Effect on limited liability company
and persons admitted as members. (a) A limited liability company is bound by and may enforce
the limited liability company agreement, whether or not the limited liability company has
itself manifested assent to the limited liability company agreement. (b) A person that is
admitted as a member of a limited liability company becomes a party to and assents to the
limited liability company agreement except as provided in Section 10A-5A-4.04(c). (c) Two
or more persons intending to be the initial members of a limited liability company may make
an agreement providing that upon the formation of the limited liability company, the agreement
will become the limited liability company agreement. One person intending to be the initial
member of a limited liability company may assent to terms providing that upon the formation
of the limited liability company the terms will become the limited liability...
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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-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-5A-4.09
Section 10A-5A-4.09 Records to be kept; right of members and dissociated members to information.
Notwithstanding Sections 10A-1-3.32 and 10A-1-3.33: (a) Each limited liability company shall
maintain the following records: (1) A current list of the full name and last known business
or residence street address of each member. (2) A copy of the filed certificate of formation
and all amendments thereto, together with executed copies of any powers of attorney pursuant
to which any documents have been executed. (3) Copies of the limited liability company's federal,
state, and local income tax returns and reports, if any, for the three most recent years.
(4) Copies of the then effective limited liability company agreement including any amendments
thereto. (5) Copies of any financial statements of the limited liability company for the three
most recent years. (b) Subject to subsection (g), on 10 days' notice made in a writing received
by the limited liability company, the records set forth in...
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10A-9A-4.01
Section 10A-9A-4.01 Admission of general partner. (a) Upon formation of a limited partnership,
a person is admitted as a general partner as agreed among the persons that are to be the initial
partners. (b) After formation of a limited partnership, a person is admitted as a general
partner: (1) as provided in the partnership 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 partners; or (4) as provided in Section 10A-9A-8.01(c) or (e). (c) A person may
be admitted as a general partner without: (1) acquiring a transferable interest; or (2) making
or being obligated to make a contribution to the partnership. (Act 2016-379, §1.)...
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