10A-5A-4.11
Section 10A-5A-4.11 Reliance on reports and information. A member of a limited liability company
shall be fully protected in relying in good faith upon the records of the limited liability
company and upon information, opinions, reports, or statements presented by another member
or agent of the limited liability company, or by any other person as to matters the member
reasonably believes are within that other person's professional or expert competence, including
information, opinions, reports, or statements as to the value and amount of the assets, liabilities,
profits, or losses of the limited liability company or a series thereof, or the value and
amount of assets or reserves or contracts, agreements, or other undertakings that would be
sufficient to pay claims and obligations of the limited liability company, or series thereof,
or to make reasonable provision to pay those claims and obligations, or any other facts pertinent
to the existence and amount of assets from which...
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10A-5A-7.10
Section 10A-5A-7.10 Effect of reinstatement. (a) Subject to subsection (b), upon reinstatement,
the limited liability company shall be deemed for all purposes to have continued its activities
and affairs as if dissolution had never occurred; and each right inuring to, and each debt,
obligation, and liability incurred by, the limited liability company after the dissolution
shall be determined as if the dissolution had never occurred. (b) The rights of persons acting
in reliance on the dissolution before those persons had notice of the reinstatement shall
not be adversely affected by the reinstatement. (Act 2014-144, p. 265, §1.)...
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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-9.08
Section 10A-5A-9.08 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 limited liability company or series thereof, as the case may
be, and not to the derivative plaintiff; and (2) if the derivative plaintiff receives any
proceeds, the derivative plaintiff shall immediately remit them to the limited liability company
or series thereof, as the case may be. (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 limited liability company or the series thereof, as the case
may be. (Act 2014-144, p. 265, §1.)...
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10A-5-7.02
Section 10A-5-7.02 Judicial dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. On application by or for a member, the circuit court for the county
in which the certificate of formation is filed may decree dissolution of a limited liability
company whenever it is not reasonably practicable to carry on the business in conformity with
the governing documents. (Acts 1993, No. 93-724, p. 1425, §38; §10-12-38; amended and renumbered
by Act 2009-513, p. 967, §236.)...
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10A-5A-11.04
Section 10A-5A-11.04 Statement of limitation on liabilities of series. The statement of limitation
on liabilities of a series required by Section 10A-5A-11.02(b)(3) is sufficient regardless
of whether: (a) the limited liability company has established any series under this chapter
when the statement of limitations is contained in the certificate of formation; and (b) the
statement of limitations makes reference to a specific series of the limited liability company.
(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-9A-8.05
Section 10A-9A-8.05 Liability after dissolution of general partner and person dissociated as
general partner to limited partnership, other general partners, and persons dissociated as
general partner. (a) If a general partner having knowledge of the dissolution causes a limited
partnership to incur an obligation under Section 10A-9A-8.04(a) by an act that is not appropriate
for winding up the partnership's activities and affairs, the general partner is liable: (1)
to the limited partnership for any damage caused to the limited partnership arising from the
obligation; and (2) if another general partner or a person dissociated as a general partner
is liable for the obligation, to that other general partner or person for any damage caused
to that other general partner or person arising from the liability. (b) If a person dissociated
as a general partner causes a limited partnership to incur an obligation under Section 10A-9A-8.04(b),
the person is liable: (1) to the limited partnership...
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10A-5-4.03
Section 10A-5-4.03 Operating agreements. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) The member or members of a limited liability company may enter
into an operating agreement to regulate or establish the affairs of the limited liability
company, the conduct of its business, and the relations of its members. An operating agreement
may contain any provisions regarding the affairs of a limited liability company and the conduct
of its business that are not inconsistent with the laws of this state or the articles of organization.
(b) In the event there is more than one member, any operating agreement shall initially be
agreed to, in writing, by all of the members. If an operating agreement does not provide for
the method by which an operating agreement may be amended, then all of the members shall agree
in writing to any amendment. (c) A court of equity may enforce an operating agreement by injunction
or by other relief that the court in its...
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10A-5-8.01
Section 10A-5-8.01 Special rules for limited liability companies performing professional services.
REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) A limited
liability company shall have the power to render professional services if each member or employee
who renders professional services in Alabama is licensed or registered to render those professional
services pursuant to applicable Alabama law and if the limited liability company complies
with the limitations of this section. (b) Every individual who renders professional services
as a member or as an employee of a limited liability company shall be liable for any negligent
or wrongful act or omission in which the individual personally participates to the same extent
the individual would be liable if the individual rendered the services as a sole practitioner.
(c) The personal liability of a member, manager, or other employee of any limited liability
company engaged in providing professional...
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