(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 dissolved series in accordance with Section 10A-5A-11.10.
(b) The designated court, and if none, the circuit court for the county in which the limited liability company's principal office within this state is located, and if the limited liability company does not have a principal office within this state then the circuit court for the county in which the limited liability company's most recent registered office is located may order judicial supervision of the winding up of a dissolved series, including the appointment of a person to wind up the series' activities and affairs:
(1) on application of a member associated with the series, if the applicant establishes good cause;
(2) on the application of a transferee associated with a series, if:
(A) there are no members associated with the series; and
(B) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (a); or
(3) in connection with a proceeding under Section 10A-5A-11.09(e).
Structure Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 5A - Alabama Limited Liability Company Law of 2014.
Article 11 - Series Provisions.
Section 10A-5A-11.01 - Series of Assets.
Section 10A-5A-11.02 - Enforceability of Obligations and Expenses of Series Against Assets.
Section 10A-5A-11.03 - Assets of Series.
Section 10A-5A-11.04 - Statement of Limitation on Liabilities of Series.
Section 10A-5A-11.06 - Event Causing Dissociation of a Member Associated With a Series.
Section 10A-5A-11.07 - Effect of Person's Dissociation as a Member.
Section 10A-5A-11.08 - Dissolution and Winding Up of Series.
Section 10A-5A-11.09 - Event Requiring Dissolution.
Section 10A-5A-11.10 - Effect of Dissolution of Series.
Section 10A-5A-11.11 - Right to Wind Up Activities and Affairs of Series.
Section 10A-5A-11.12 - Known Claims Against Dissolved Series.
Section 10A-5A-11.13 - Other Claims Against Dissolved Series.
Section 10A-5A-11.14 - Application of Assets in Winding Up Series' Activities and Affairs.
Section 10A-5A-11.15 - Reinstatement After Dissolution of a Series.