10A-5A-4.08
Section 10A-5A-4.08 Duties of persons with direction and oversight. (a)(1) The duties a person
who has the authority to direct and oversee the activities and affairs of a limited liability
company owes to the limited liability company and to the members of the limited liability
company include the duty of loyalty and the duty of care as described in subsections (b) and
(d)(1). (2) The duties a person who has the authority to direct and oversee the activities
and affairs of a series of a limited liability company owes to that series and the members
associated with that series include the duty of loyalty and the duty of care as described
in subsections (c) and (d)(2). (b) The duty of loyalty of a person described in subsection
(a)(1) to a limited liability company and its members includes each of the following: (1)
To account to the limited liability company and to hold as trustee for it any property, profit,
or benefit derived by that person in the conduct or winding up of the limited...
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27-7-1
Section 27-7-1 Definitions. For the purposes of this chapter, the following terms shall have
the meanings respectively ascribed to them by this section: (1) BUSINESS ENTITY. A corporation,
association, partnership, limited liability company, limited liability partnership, or other
legal entity. (2) COMMISSIONER. The Alabama Commissioner of Insurance. (3) HOME STATE. The
District of Columbia and any state or territory of the United States in which an insurance
producer maintains his or her principal place of residence or principal place of business
and is licensed to act as an insurance producer. (4) INSURANCE. As defined in Section 27-1-2.
(5) INSURANCE PRODUCER or PRODUCER. A person required to be licensed under the laws of this
state to sell, solicit, or negotiate insurance. (6) INSURER. As defined in Section 27-1-2.
For the purposes of this chapter, insurer shall also mean an insurance company licensed pursuant
to Chapter 3, commencing with Section 27-3-1 of this title; a health...
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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-5A-6.03
Section 10A-5A-6.03 Effect of person's dissociation as a member. (a) A person who has dissociated
as a member shall have no right to participate in the direction and oversight of the activities
and affairs of the limited liability company and is entitled only to receive the distributions
to which that member would have been entitled if the member had not dissociated. (b) A person's
dissociation as a member does not of itself discharge the person from any duty, debt, obligation,
or liability to a limited liability company or the other members that the person incurred
while a member. (Act 2014-144, p. 265, §1.)...
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10A-5A-8.01
Section 10A-5A-8.01 Special rules for limited liability companies performing professional services.
(a) A limited liability company shall have the power to render professional services if it
complies with the rules of the licensing authority for such profession. (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) Except as otherwise provided in subsection (b), the
personal liability of a member of any limited liability company engaged in providing professional
services shall be governed by Section 10A-5A-3.01. (d) The personal liability of a member,
manager, or employee of a foreign limited liability company engaged in providing professional
services shall be determined under the law of the...
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10A-5-5.04
Section 10A-5-5.04 Interim distributions of property; impairment of capital. REPEALED IN THE
2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in
this section or in the operating agreement, members are entitled to receive distributions
from the limited liability company in proportion to their respective rights to share in profits
under Section 10A-5-5.03. (b) Subsection (a) shall not apply to any of the following: (1)
Distributions on dissolution. (2) Distributions governed by a contrary provision in the operating
agreement. (c) No distribution may be made unless, after the distribution is made, the assets
of the limited liability company are sufficient to pay all liabilities of the limited liability
company except liabilities to members on account of their contributions. (d) Unless otherwise
provided in the operating agreement, a member has no right to receive and may not be required
to accept a distribution in kind. (Acts 1993, No. 93-724, p....
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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-11.05
Section 10A-5A-11.05 Member's power to dissociate as a member associated with a series; wrongful
dissociation. (a) A person has the power to dissociate as a member associated with a series.
(b) A person's dissociation from a series is wrongful only if: (1) it is in breach of an express
provision of the limited liability company agreement; or (2) the person is expelled as a member
associated with the series by judicial determination under Section 10A-5A-11.06(f); or (3)
the person is dissociated as a member associated with a series by becoming a debtor in bankruptcy
or making a general assignment for the benefit of creditors. (c) A person that wrongfully
dissociates as a member associated with a series is liable to the series and, subject to Section
10A-5A-9.01, to the other members associated with that series for damages caused by the dissociation.
The liability is in addition to any other debt, obligation, or liability of the member associated
with a series to the series or the other...
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10A-5-6.04
Section 10A-5-6.04 Death or incompetency of member. REPEALED IN THE 2014 REGULAR SESSION BY
ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the governing
documents: (1) If a member who is an individual dies or if a court of competent jurisdiction
adjudges a member to be incompetent to manage the member's person or property, the member's
personal representative, conservator, legal representative, heirs, or legatees may exercise
all the member's financial rights for the purpose of settling the member's estate or administering
the member's property, including any power the member had to transfer the membership interest.
(2) If a member is a corporation, limited liability company, trust, general partnership, limited
partnership, registered limited liability partnership, custodianship, or other entity and
is dissolved or terminated, the financial rights of that member may be exercised by the legal
representative or successor of that member. (b) The personal...
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10A-5A-11.07
Section 10A-5A-11.07 Effect of person's dissociation as a member. (a) A person who has dissociated
as a member associated with a series shall have no right to participate in the direction and
oversight of the activities and affairs of that series and is entitled only to receive the
distributions to which that member would have been entitled if the member had not dissociated
from that series. (b) A person's dissociation as a member associated with a series does not
of itself discharge the person from any debt, obligation, or liability to that series, the
limited liability company, or the other members that the person incurred while a member associated
with that series. (c) A member's dissociation from a series does not, in itself, cause the
member to dissociate from any other series or require the winding up of the series. (d) A
member's dissociation from a series does not, in itself, cause the member to dissociate from
the limited liability company. (Act 2014-144, p. 265, §1.)...
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