10A-5-7.01
Section 10A-5-7.01 Events of dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. A limited liability company is dissolved and its affairs shall be wound up upon occurrence of the first of the following events: (1) Events specified in the governing documents. (2) Written consent of all members to dissolve. (3) When there is no remaining member, unless either of the following applies: a. The holders of all the financial rights in the limited liability company agree in writing, within 90 days after the cessation of membership of the last member, to continue the legal existence and business of the limited liability company and to appoint one or more new members. b. The legal existence and business of the limited liability company is continued and one or more new members are appointed in the manner stated in the governing documents. (4) When the limited liability company is not the successor limited liability company in the merger or consolidation...
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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 REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.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-2.04
Section 10A-5A-2.04 Execution of documents - Signing requirements. (a) A writing delivered to the Secretary of State for filing pursuant to this chapter must be signed as provided by this section. (1) A limited liability company's initial certificate of formation must be signed by at least one organizer. (2) A writing signed on behalf of a limited liability company must be signed by a person authorized by the limited liability company. (3) A writing filed on behalf of a dissolved limited liability company that has no members must be signed by the person winding up the limited liability company's activities and affairs under Section 10A-5A-7.03 or a person appointed or designated under Section 10A-5A-7.03 to wind up those activities and affairs. (4) Any other writing must be signed by the person on whose behalf the writing is delivered to the Secretary of State. (b) Any writing to be filed under this chapter may be signed by an agent, including an attorney-in-fact. Powers of attorney...
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10A-5A-3.01
Section 10A-5A-3.01 Liability of members to third parties. A member of a limited liability company is not liable, solely by reason of being a member, for a debt, obligation, or liability of the limited liability company or a series thereof, whether arising in contract, tort, or otherwise or for the acts or omissions of any other member, agent, or employee of the limited liability company or a series thereof. (Act 2014-144, p. 265, §1.)...
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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-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-5-6.03
Section 10A-5-6.03 Right of assignee to become member. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the operating agreement: (1) An assignee of an interest in a limited liability company may become a member only if the other members unanimously consent. The consent of a member may be evidenced in any manner specified in the operating agreement, but in the absence of such a specification, consent shall be evidenced by a written instrument, dated and signed by the member. (2) The assignor of a membership interest is not released from liability to the limited liability company under Section 10A-5-5.02, whether or not the assignee becomes a member. (3) A member who assigns the member's entire interest in the limited liability company ceases to be a member or to have the power to exercise any rights of a member when any assignee of the interest becomes a member with respect to the assigned interest. (b) An assignee who...
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10A-5A-11.02
Section 10A-5A-11.02 Enforceability of obligations and expenses of series against assets. (a) Subject to subsection (b): (1) the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a series shall be enforceable against the assets of that series only, and shall not be enforceable against the assets of the limited liability company generally or any other series thereof; and (2) none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the limited liability company generally or any other series thereof shall be enforceable against the assets of a series. (b) Subsection (a) applies only if: (1) the records maintained for that series account for the assets of that series separately from the other assets of the limited liability company or any other series; (2) the limited liability company agreement contains a statement to the effect of the limitations provided in...
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10A-5A-2.06
Section 10A-5A-2.06 Certificate of existence or qualification. (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 liability company if the writings filed in the office of the Secretary of State show that the limited liability company 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. A certificate of existence must state: (1) the limited liability company's name; (2) that the limited liability company 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 the limited liability company has delivered to the Secretary of State for filing a statement of dissolution; (4) whether the limited liability company has delivered to the Secretary of State for filing a certificate of reinstatement; (5) the unique identifying...
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