10A-5-3.02
Section 10A-5-3.02 Liability of members to third parties. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in this chapter, a member of a limited liability company is not liable under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability company, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, manager, agent, or employee of the limited liability company. (b) A member may be liable to creditors of the limited liability company for a written agreement to make a contribution to the limited liability company. (c) A member of a limited liability company may become liable by reason of the member's own acts or conduct. (Acts 1993, No. 93-724, p. 1425, §20; §10-12-20; amended and renumbered by Act 2009-513, p. 967, §228.)...
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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-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-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-5-3.01
Section 10A-5-3.01 Business transactions of a member with the limited liability company. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. Except as otherwise provided in the operating agreement, a member may lend money to and transact any lawful business with the limited liability company and, subject to other applicable law, have the same rights and obligations with respect thereto as a person who is not a member. (Acts 1993, No. 93-724, p. 1425, §19; §10-12-19; amended and renumbered by Act 2009-513, p. 967, §228.)...
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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-4.09
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-5A-9.02
Section 10A-5A-9.02 Right of derivative action. (a) A member may commence or maintain a derivative action in the right of a limited liability company to enforce a right of the limited liability company by complying with this article. (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 to enforce a right of the series by complying with this article. (Act 2014-144, p. 265, §1.)...
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10A-5A-9.06
Section 10A-5A-9.06 Stay of proceedings. For the purpose of allowing the limited liability company or the series thereof, as the case may be, time to undertake an inquiry into the allegations made in the demand or complaint commenced pursuant to this article, the court may stay any derivative action for the period the court deems appropriate. (Act 2014-144, p. 265, §1.)...
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10A-5-5.01
Section 10A-5-5.01 Contribution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. The contributions of a member to the limited liability company may be in cash, property, services previously rendered, or a promissory note or other binding obligation to pay cash, convey property, or to render services. (Acts 1993, No. 93-724, p. 1425, §26; §10-12-26; amended and renumbered by Act 2009-513, p. 967, §232.)...
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