Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 5A - Alabama Limited Liability Company Law of 2014.

Section 10A-5A-1.07 - Application of Partnership Provisions to Limited Liability Companies; Classification for Federal Income Tax Purposes. - Subject to Section 10A-5A-3.01: (a) The terms "partnership" and "limited...

Section 10A-5A-1.08 - Limited Liability Company Agreement - Scope; Function; and Limitations. - (a) Except as otherwise provided in subsections (b) and (c):...

Section 10A-5A-1.09 - Limited Liability Company Agreement - Effect on Limited Liability Company and Persons Admitted as Members. - (a) A limited liability company is bound by and may...

Section 10A-5A-1.10 - Limited Liability Company Agreement - Effect on Third Parties and Relationship to Writings Effective on Behalf of Limited Liability Company. - (a) If a limited liability company agreement provides for the...

Article 2 - Formation.

Section 10A-5A-2.01 - Formation. - (a) In order to form a limited liability company, one...

Section 10A-5A-2.02 - Amendment or Restatement of Certificate of Formation. - Division B of Article 3 of Chapter 1 shall not...

Section 10A-5A-2.03 - Effect of Filing Amendment or Restatement of Certificate of Formation. - (a) The filing of a certificate of amendment to the...

Section 10A-5A-2.04 - Execution of Documents - Signing Requirements. - (a) A writing delivered to the Secretary of State for...

Section 10A-5A-2.05 - Execution of Documents - Unsigned Documents. - (a) If a person required by this chapter to sign...

Section 10A-5A-2.06 - Certificate of Existence or Qualification. - (a) The Secretary of State, upon request and payment of...

Article 3 - Relations of Members to Persons Dealing With Limited Liability Company.

Section 10A-5A-3.01 - Liability of Members to Third Parties. - A member of a limited liability company is not liable,...

Section 10A-5A-3.02 - Power to Bind Limited Liability Company. - No person shall have the power to bind the limited...

Article 4 - Relations of Members to Each Other and to the Limited Liability Company.

Section 10A-5A-4.01 - Admission of Members. - (a) The initial member or members of a limited liability...

Section 10A-5A-4.02 - Limited Liability Company Property. - A member has no interest in any specific property of...

Section 10A-5A-4.03 - Contribution. - A contribution by a member may be made to a...

Section 10A-5A-4.04 - Liability for Contribution. - (a) A member's obligation to make a contribution to a...

Section 10A-5A-4.05 - Sharing of and Right to Distributions Before Dissolution. - (a) (1) All members shall share equally in any distributions...

Section 10A-5A-4.06 - Limitation on Distributions and Liability for Improper Distributions. - (a)(1) A limited liability company shall not make a distribution...

Section 10A-5A-4.07 - Direction and Oversight of the Limited Liability Company. - (a) The limited liability company agreement of a limited liability...

Section 10A-5A-4.08 - Duties of Persons With Direction and Oversight. - (a)(1) The duties a person who has the authority to...

Section 10A-5A-4.09 - Records to Be Kept; Right of Members and Dissociated Members to Information. - Notwithstanding Sections 10A-1-3.32 and 10A-1-3.33: (a) Each limited liability company...

Section 10A-5A-4.10 - Indemnification, Advancement, Reimbursement, and Insurance. - A limited liability company, or a series thereof, may indemnify...

Section 10A-5A-4.11 - Reliance on Reports and Information. - A member of a limited liability company shall be fully...

Article 5 - Transferable Interests and Rights of Transferees and Creditors.

Section 10A-5A-5.01 - Member's Transferable Interest. - The only interest of a member that is transferable is...

Section 10A-5A-5.02 - Transfer of Transferable Interest. - (a) A transfer, in whole or in part, of a...

Section 10A-5A-5.03 - Charging Order. - (a) On application to a court of competent jurisdiction by...

Section 10A-5A-5.04 - Power of Personal Representative of Deceased Member. - If a member dies, the deceased member's personal representative or...

Article 6 - Member's Dissociation.

Section 10A-5A-6.01 - Member's Power to Dissociate; Wrongful Dissociation. - (a) A person has the power to dissociate as a...

Section 10A-5A-6.02 - Event Causing Dissociation. - A person is dissociated as a member from a limited...

Section 10A-5A-6.03 - Effect of Person's Dissociation as a Member. - (a) A person who has dissociated as a member shall...

Article 7 - Dissolution, Winding Up, and Reinstatement.

Section 10A-5A-7.01 - Events of Dissolution. - A limited liability company is dissolved and its affairs shall...

Section 10A-5A-7.02 - Effect of Dissolution. - (a) A dissolved limited liability company continues its existence as...

Section 10A-5A-7.03 - Right to Wind Up Activities and Affairs. - (a) The person or persons designated in the limited liability...

Section 10A-5A-7.04 - Known Claims Against Dissolved Limited Liability Company. - (a) A dissolved limited liability company may dispose of any...

Section 10A-5A-7.05 - Other Claims Against Dissolved Limited Liability Company. - (a) A dissolved limited liability company may publish notice of...

Section 10A-5A-7.06 - Application of Assets in Winding Up Limited Liability Company's Activities and Affairs. - Upon the winding up of a limited liability company, the...

Section 10A-5A-7.07 - Reinstatement After Dissolution. - A limited liability company that has been dissolved may be...

Section 10A-5A-7.08 - Certificate of Reinstatement. - (a) In order to reinstate a limited liability company under...

Section 10A-5A-7.09 - Limited Liability Company Name Upon Reinstatement. - The name of a limited liability company following reinstatement shall...

Section 10A-5A-7.10 - Effect of Reinstatement. - (a) Subject to subsection (b), upon reinstatement, the limited liability...

Article 8 - Limited Liabilty Companies Performing Professional Services.

Section 10A-5A-8.01 - Special Rules for Limited Liability Companies Performing Professional Services. - (a) A limited liability company shall have the power to...

Section 10A-5A-8.02 - Death or Disqualification of Member. - (a) In the case of a limited liability company performing...

Article 9 - Actions by Members.

Section 10A-5A-9.01 - Direct Action by Members. - (a) Subject to subsection (b), a member may maintain a...

Section 10A-5A-9.02 - Right of Derivative Action. - (a) A member may commence or maintain a derivative action...

Section 10A-5A-9.03 - Standing. - (a) A member may commence or maintain a derivative action...

Section 10A-5A-9.04 - Demand. - A member may commence a derivative action in the right...

Section 10A-5A-9.05 - Pleading. - In a derivative action, the complaint must state with particularity:...

Section 10A-5A-9.06 - Stay of Proceedings. - For the purpose of allowing the limited liability company or...

Section 10A-5A-9.07 - Discontinuance or Settlement. - A derivative action may not be dismissed or compromised without...

Section 10A-5A-9.08 - Proceeds and Expenses. - (a) Except as otherwise provided in subsection (b): (1) any...

Section 10A-5A-9.09 - Applicability to Foreign Limited Liability Companies. - In any derivative action in the right of a foreign...

Article 10 - Conversions and Mergers.

Section 10A-5A-10.01 - Conversion. - (a) An organization other than a limited liability company may...

Section 10A-5A-10.02 - Action on Plan of Conversion by Converting Limited Liability Company. - (a) Subject to Section 10A-5A-10.09, a plan of conversion must...

Section 10A-5A-10.03 - Filings Required for Conversion; Effective Date. - (a) After a plan of conversion is approved: (1) if...

Section 10A-5A-10.04 - Effect of Conversion. - (a) When a conversion takes effect: (1) all property and...

Section 10A-5A-10.05 - Merger. - (a) A limited liability company may merge with one or...

Section 10A-5A-10.06 - Action on Plan of Merger by Constituent Limited Liability Company. - (a) Subject to Section 10A-5A-10.09, a plan of merger must...

Section 10A-5A-10.07 - Filings Required for Merger; Effective Date. - (a) After each constituent organization has approved the plan of...

Section 10A-5A-10.08 - Effect of Merger. - (a) When a merger becomes effective: (1) the surviving organization...

Section 10A-5A-10.09 - Restrictions on Approval of Mergers and Conversions. - (a) If a member of a converting or constituent limited...

Section 10A-5A-10.10 - Article Not Exclusive. - This article is not exclusive. This article does not preclude...

Article 11 - Series Provisions.

Section 10A-5A-11.01 - Series of Assets. - (a) If a limited liability company complies with Section 10A-5A-11.02,...

Section 10A-5A-11.02 - Enforceability of Obligations and Expenses of Series Against Assets. - (a) Subject to subsection (b): (1) the debts, liabilities, obligations,...

Section 10A-5A-11.03 - Assets of Series. - (a) Assets of a series may be held directly or...

Section 10A-5A-11.04 - Statement of Limitation on Liabilities of Series. - The statement of limitation on liabilities of a series required...

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...

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...

Section 10A-5A-11.07 - Effect of Person's Dissociation as a Member. - (a) A person who has dissociated as a member associated...

Section 10A-5A-11.08 - Dissolution and Winding Up of Series. - A series may be dissolved and its activities and affairs...

Section 10A-5A-11.09 - Event Requiring Dissolution. - A series is dissolved and its activities and affairs shall...

Section 10A-5A-11.10 - Effect of Dissolution of Series. - (a) A dissolved series continues its existence as a series...

Section 10A-5A-11.11 - Right to Wind Up Activities and Affairs of Series. - (a) The person or persons designated in the limited liability...

Section 10A-5A-11.12 - Known Claims Against Dissolved Series. - (a) A dissolved series may dispose of any known claims...

Section 10A-5A-11.13 - Other Claims Against Dissolved Series. - (a) A dissolved series may publish notice of its dissolution...

Section 10A-5A-11.14 - Application of Assets in Winding Up Series' Activities and Affairs. - Upon the winding up of a series, the assets of...

Section 10A-5A-11.15 - Reinstatement After Dissolution of a Series. - A series that has been dissolved may be reinstated upon...

Section 10A-5A-11.16 - Effect of Reinstatement. - (a) Subject to subsection (b), upon reinstatement, a series shall...

Article 12 - Transition Rules; Miscellaneous Provisions.

Section 10A-5A-12.01 - Application to Existing Relationships. - (a) Before January 1, 2017, this chapter governs only: (1)...

Section 10A-5A-12.02 - Relation to Electronic Signatures in Global and National Commerce Act. - This chapter modifies, limits, and supersedes the federal Electronic Signatures...

Section 10A-5A-12.03 - Interstate Application. - A limited liability company formed and existing under this chapter...

Section 10A-5A-12.04 - Savings Clause. - (a) Except as provided in subsection (b), the repeal of...

<< Previous

Next >>

Code of Alabama Title 10A - Alabama Business and Nonprofit Entities Code. Chapter 5A - Alabama Limited Liability Company Law of 2014.

Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 5A - Alabama Limited Liability Company Law of 2014.