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Article 1 - General Provisions.
Section 10A-5-1.01 - Short Title. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - This chapter and the provisions of Chapter 1, to the...
Section 10A-5-1.02 - Definitions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - As used in this chapter, unless the context otherwise requires,...
Section 10A-5-1.03 - Powers. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - Unless its certificate of formation provides otherwise, every limited liability...
Section 10A-5-1.04 - Indemnification. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - Unless its certificate of formation provides otherwise, every limited liability...
Section 10A-5-1.05 - Unauthorized Assumption of Powers. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - All persons who assume to act as a limited liability...
Section 10A-5-1.06 - Application of Partnership Provisions to Limited Liability Companies; Classification for Federal Income Tax Purposes. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - (a) The terms "partnership" and "limited partnership," when used in...
Article 2 - Formation.
Section 10A-5-2.01 - Formation. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - One or more persons may form a limited liability company...
Section 10A-5-2.02 - Supplemental Provisions Required in the Certificate of Formation. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - In addition to the information required for a certificate of...
Section 10A-5-2.03 - Amendment of Certificate of Formation. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - (a) The certificate of formation may be amended by delivering...
Section 10A-5-2.04 - Execution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - (a) Unless otherwise specified in this chapter, each filing instrument...
Section 10A-5-2.05 - Pre-Formation Transactions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - A limited liability company may not transact business or incur...
Section 10A-5-2.06 - Records to Be Kept; Right of Inspection. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - (a) Each limited liability company shall keep at its registered...
Section 10A-5-2.07 - Parties to Actions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - Neither a member nor a manager of a limited liability...
Article 3 - Relationship of Members and Managers to Third Parties.
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...
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...
Section 10A-5-3.03 - Agency Power of Members and Managers; Duties. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - (a) Except as provided in subsection (b), every member is...
Article 4 - Relationship Among Members.
Section 10A-5-4.01 - Management of the Limited Liability Company; Creation of Classes; Voting; Rights; Meetings. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - (a) Unless otherwise stated in the certificate of formation, the...
Section 10A-5-4.02 - Limited Liability Company Property. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - (a) Property may be acquired, held, and conveyed in the...
Section 10A-5-4.03 - Operating Agreements. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - (a) The member or members of a limited liability company...
Section 10A-5-4.04 - Derivative Actions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - (a) A member may bring an action in the right...
Article 5 - Contributions and Distributions.
Section 10A-5-5.01 - Contribution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - The contributions of a member to the limited liability company...
Section 10A-5-5.02 - Liability for Contributions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - (a) Except as provided in the certificate of formation, a...
Section 10A-5-5.03 - Sharing of Profits and Losses. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - The profits and losses, income, deductions, and credits, and items...
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...
Section 10A-5-5.05 - Purchase of Interest of Member Whose Membership Has Ceased. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - Unless the governing documents of a limited liability company or...
Article 6 - Transfer of Membership Interest.
Section 10A-5-6.01 - Admission of Additional Members. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - (a) After the filing of a limited liability company's original...
Section 10A-5-6.02 - Transferability of Member's Interest. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - (a) Except as otherwise provided in the operating agreement: (1)...
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)...
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)...
Section 10A-5-6.05 - Member's Financial Rights Subject to Charging Order. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - (a) On application to a court of competent jurisdiction by...
Section 10A-5-6.06 - Cessation of Membership. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - (a) A person ceases to be a member of a...
Article 7 - Dissolution.
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...
Section 10A-5-7.02 - Judicial Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - On application by or for a member, the circuit court...
Section 10A-5-7.03 - Winding Up. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - (a) Except as otherwise provided in the governing documents, the...
Section 10A-5-7.04 - Survival of Remedy After Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - (a) A dissolved limited liability company continues its existence but...
Section 10A-5-7.05 - Distribution of Assets Upon Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - Upon the winding up of a limited liability company, the...
Section 10A-5-7.06 - Articles of Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - (a) After the dissolution of the limited liability company pursuant...
Article 8 - Professional Services.
Section 10A-5-8.01 - Special Rules for Limited Liability Companies Performing Professional Services. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - (a) A limited liability company shall have the power to...
Article 9 - Merger and Consolidation.
Section 10A-5-9.01 - Merger and Consolidation. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - (a) Pursuant to any agreement, a domestic limited liability company...
Section 10A-5-9.02 - Requirements for Articles of Merger; Effective Date. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - (a) If a domestic limited liability company is merging under...
Section 10A-5-9.03 - Vesting of Certain Rights, Privileges, Powers, Property, Liabilities, and Duties. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - (a) When any merger has become effective under this chapter,...
Section 10A-5-9.04 - Recording of Articles of Merger; Effect When Secretary of State Files Articles; Copy of Certified Articles Conclusive Evidence of Matters. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - The articles of merger required by this chapter to be...
Section 10A-5-9.05 - Applicability of Article 11 of Chapter 2; Merger and Conversion Provisions to Limited Liability Companies Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - To the extent applicable, the provisions and requirements of Article...
Section 10A-5-9.06 - Nonexclusivity. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. - The provisions of this article pertaining to mergers of limited...