Upon the winding up of a limited liability company, the assets shall be applied as follows:
(a) Payment, or adequate provision for payment, shall be made to creditors, including, to the extent permitted by law, members who are creditors, in satisfaction of liabilities of the limited liability company.
(b) After a limited liability company complies with subsection (a), any surplus must be distributed:
(1) first, to each person owning a transferable interest that reflects contributions made on account of the transferable interest and not previously returned, an amount equal to the value of the person's unreturned contributions; and
(2) then to each person owning a transferable interest in the proportions in which the owners of transferable interests share in distributions before dissolution.
(c) If the limited liability company does not have sufficient surplus to comply with subsection (b)(1), any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.
Structure Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 5A - Alabama Limited Liability Company Law of 2014.
Article 7 - Dissolution, Winding Up, and Reinstatement.
Section 10A-5A-7.01 - Events of Dissolution.
Section 10A-5A-7.02 - Effect of Dissolution.
Section 10A-5A-7.03 - Right to Wind Up Activities and Affairs.
Section 10A-5A-7.04 - Known Claims Against Dissolved Limited Liability Company.
Section 10A-5A-7.05 - Other Claims Against Dissolved Limited Liability Company.
Section 10A-5A-7.07 - Reinstatement After Dissolution.
Section 10A-5A-7.08 - Certificate of Reinstatement.
Section 10A-5A-7.09 - Limited Liability Company Name Upon Reinstatement.