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Alabama Code (Last Updated: November 28, 2014) |
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Title10A ALABAMA BUSINESS AND NONPROFIT ENTITIES CODE. |
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Chapter5A. LIMITED LIABILITY COMPANIES. |
| Article 1. General Provisions. |
| § 10A-5A-1.01. Short title. |
| § 10A-5A-1.02. Definitions. |
| § 10A-5A-1.03. Knowledge; notice. |
| § 10A-5A-1.04. Powers and privileges. |
| § 10A-5A-1.05. Governing law. |
| § 10A-5A-1.06. Rules of construction. |
| § 10A-5A-1.07. Application of partnership provisions to limited liability companies; classification for federal income tax purposes. |
| § 10A-5A-1.08. Limited liability company agreement - Scope; function; and limitations. |
| § 10A-5A-1.09. Limited liability company agreement; effect on limited liability company and persons admitted as members. |
| § 10A-5A-1.10. Limited liability company agreement - Effect on third parties and relationship to writings effective on behalf of limited liability company. |
| Article 2. Formation. |
| § 10A-5A-2.01. Formation. |
| § 10A-5A-2.02. Amendment or restatement of certificate of formation. |
| § 10A-5A-2.03. Effect of filing amendment or restatement of certificate of formation. |
| § 10A-5A-2.04. Execution of documents - Signing requirements. |
| § 10A-5A-2.05. Execution of documents - Unsigned documents. |
| § 10A-5A-2.06. Certificate of existence or qualification. |
| Article 3. Relations of Members to Persons Dealing with Limited Liability Company. |
| § 10A-5A-3.01. Liability of members to third parties. |
| § 10A-5A-3.02. Power to bind limited liability company. |
| Article 4. Relations of Members to Each Other and to the Limited Liability Company. |
| § 10A-5A-4.01. Admission of members. |
| § 10A-5A-4.02. Limited liability company property. |
| § 10A-5A-4.03. Contribution. |
| § 10A-5A-4.04. Liability for contribution. |
| § 10A-5A-4.05. Sharing of and right to distributions before dissolution. |
| § 10A-5A-4.06. Limitation on distributions and liability for improper distributions. |
| § 10A-5A-4.07. Direction and oversight of the limited liability company. |
| § 10A-5A-4.08. Duties of persons with direction and oversight. |
| § 10A-5A-4.09. Records to be kept; right of members and dissociated members to information. |
| § 10A-5A-4.10. Indemnification, advancement, reimbursement, and insurance. |
| § 10A-5A-4.11. Reliance on reports and information. |
| Article 5. Transferable Interests and Rights of Transferees and Creditors. |
| § 10A-5A-5.01. Member's transferable interest. |
| § 10A-5A-5.02. Transfer of transferable interest. |
| § 10A-5A-5.03. Charging order. |
| § 10A-5A-5.04. Power of personal representative of deceased member. |
| Article 6. Member's Dissociation. |
| § 10A-5A-6.01. Member's power to dissociate; wrongful dissociation. |
| § 10A-5A-6.02. Event causing dissociation. |
| § 10A-5A-6.03. Effect of person's dissociation as a member. |
| Article 7. Dissolution, Winding Up, and Reinstatement. |
| § 10A-5A-7.01. Events of dissolution. |
| § 10A-5A-7.02. Effect of dissolution. |
| § 10A-5A-7.03. Right to wind up activities and affairs. |
| § 10A-5A-7.04. Known claims against dissolved limited liability company. |
| § 10A-5A-7.05. Other claims against dissolved limited liability company. |
| § 10A-5A-7.06. Application of assets in winding up limited liability company's activities and affairs. |
| § 10A-5A-7.07. Reinstatement after dissolution. |
| § 10A-5A-7.08. Certificate of reinstatement. |
| § 10A-5A-7.09. Limited liability company name upon reinstatement. |
| § 10A-5A-7.10. Effect of reinstatement. |
| Article 8. Limited Liabiity Companies Performing Professional Services. |
| § 10A-5A-8.01. Special rules for limited liability companies performing professional services. |
| § 10A-5A-8.02. Death or disqualification of member. |
| Article 9. Actions by Members. |
| § 10A-5A-9.01. Direct action by members. |
| § 10A-5A-9.02. Right of derivative action. |
| § 10A-5A-9.03. Standing. |
| § 10A-5A-9.04. Demand. |
| § 10A-5A-9.05. Pleading. |
| § 10A-5A-9.06. Stay of proceedings. |
| § 10A-5A-9.07. Discontinuance or settlement. |
| § 10A-5A-9.08. Proceeds and expenses. |
| § 10A-5A-9.09. Applicability to foreign limited liability companies. |
| Article 10. Conversions and Mergers. |
| § 10A-5A-10.01. Conversion. |
| § 10A-5A-10.02. Action on plan of conversion by converting limited liability company. |
| § 10A-5A-10.03. Filings required for conversion; effective date. |
| § 10A-5A-10.04. Effect of conversion. |
| § 10A-5A-10.05. Merger. |
| § 10A-5A-10.06. Action on plan of merger by constituent limited liability company. |
| § 10A-5A-10.07. Filings required for merger; effective date. |
| § 10A-5A-10.08. Effect of merger. |
| § 10A-5A-10.09. Restrictions on approval of mergers and conversions. T |
| § 10A-5A-10.10. Article not exclusive. |
| Article 11. Series Provisions. |
| § 10A-5A-11.01. Series of assets. |
| § 10A-5A-11.02. Enforceability of obligations and expenses of series against assets. |
| § 10A-5A-11.03. Assets of series. |
| § 10A-5A-11.04. Statement of limitation on liabilities of series. |
| § 10A-5A-11.05. Member's power to dissociate as a member associated with a series; wrongful dissociation. |
| § 10A-5A-11.06. Event causing dissociation of a member associated with a series. |
| § 10A-5A-11.07. Effect of person's dissociation as a member. |
| § 10A-5A-11.08. Dissolution and winding up of series. |
| § 10A-5A-11.09. Event requiring dissolution. |
| § 10A-5A-11.10. Effect of dissolution of series. |
| § 10A-5A-11.11. Right to wind up activities and affairs of series. |
| § 10A-5A-11.12. Known claims against dissolved series. |
| § 10A-5A-11.13. Other claims against dissolved series. |
| § 10A-5A-11.14. Application of assets in winding up series' activities and affairs. |
| § 10A-5A-11.15. Reinstatement after dissolution of a series. |
| § 10A-5A-11.16. Effect of reinstatement. |
| Article 12. Transition Rules/Miscellaneous Provisions. |
| § 10A-5A-12.01. Application to existing relationships. |
| § 10A-5A-12.02. Relation to electronic signatures in global and national commerce act. |
| § 10A-5A-12.03. Interstate application. |
| § 10A-5A-12.04. Savings clause. |
| § 10A-5A-12.05. Reserved power of the state to alter or repeal chapter. |