There is a newer version of the Code of Alabama
2013 Code of Alabama
Title 10 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS.
Chapter 12 - LIMITED LIABILITY COMPANY ACT.
Article 1 General Provisions.- Section 10-12-1 - Short title.
- Section 10-12-2 - (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Definitions.
- Section 10-12-3 - Purpose.
- Section 10-12-4 - (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Powers.
- Section 10-12-5 - (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Limited liability company name.
- Section 10-12-6 - Nature of interest of member in limited liability company.
- Section 10-12-7 - Unauthorized assumption of powers.
- Section 10-12-8 - (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Application of partnership provisions to limited liability companies; classification for federal income tax purposes.
- Section 10-12-9 - (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Formation.
- Section 10-12-10 - (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Articles of organization.
- Section 10-12-11 - Amendment of articles of organization.
- Section 10-12-12 - Filing.
- Section 10-12-13 - (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Execution.
- Section 10-12-14 - Existence of limited liability company.
- Section 10-12-15 - Registered office and registered agent to be maintained.
- Section 10-12-16 - (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Records to be kept; right of inspection.
- Section 10-12-17 - Service of process.
- Section 10-12-18 - Parties to actions.
- Section 10-12-19 - Business transactions of a member with the limited liability company.
- Section 10-12-20 - Liability of members to third parties.
- Section 10-12-21 - (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Agency power of members and managers; duties.
- Section 10-12-22 - (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Management of the limited liability company; creation of classes; voting; rights; meetings.
- Section 10-12-23 - Limited liability company property.
- Section 10-12-24 - (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Operating agreements.
- Section 10-12-25 - Derivative actions.
- Section 10-12-26 - Contributions.
- Section 10-12-27 - Liability for contributions.
- Section 10-12-28 - Sharing of profits and losses.
- Section 10-12-29 - (Applicable to limited liability companies organized after January 1, 1998, Limited Liability Companies Not Electing To Come Under the Pre-1997 Changes, and to all limited liability companies after December 31, 2000.) Interim distributions of property; impairment of capital.
- Section 10-12-30 - (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Purchase of dissociated member's interest.
- Section 10-12-31 - Admission of additional members.
- Section 10-12-32 - Transferability of member's interest.
- Section 10-12-33 - Right of assignee to become member.
- Section 10-12-34 - (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Power of estate of deceased or incompetent member.
- Section 10-12-35 - (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Member's financial rights subject to charging order.
- Section 10-12-36 - (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Cessation of membership.
- Section 10-12-37 - (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Dissolution.
- Section 10-12-38 - Judicial dissolution.
- Section 10-12-39 - Winding up.
- Section 10-12-40 - Survival of remedy after dissolution.
- Section 10-12-41 - Distribution of assets upon dissolution.
- Section 10-12-42 - Articles of dissolution.
- Section 10-12-43 - Known claims against dissolved limited liability company.
- Section 10-12-44 - Unknown claims against dissolved limited liability company.
- Section 10-12-46 - Foreign limited liability companies.
- Section 10-12-47 - Registration.
- Section 10-12-48 - Issuance of registration.
- Section 10-12-49 - Name.
- Section 10-12-50 - Changes and amendments.
- Section 10-12-51 - Cancellation of registration.
- Section 10-12-52 - Transacting business without registration.
- Section 10-12-53 - Action by Attorney General.
- Section 10-12-54 - Merger and consolidation.
- Section 10-12-55 - (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Requirements for articles of merger; effective date.
- Section 10-12-56 - Vesting of certain rights, privileges, powers, property, liabilities and duties.
- Section 10-12-57 - Recording of articles of merger; effect when Secretary of State files articles; copy of certified articles conclusive evidence of matters.
- Section 10-12-58 - Applicability of Article 5 of Chapter 2A of Title 10.
- Section 10-12-59 - Fees, charges, and penalties to be collected by judge of probate and Secretary of State.
- Section 10-12-60 - Fees for filing documents and issuing certificates; Secretary of State Limited Liability Companies Fund created; deposits and expenditures; deposits to State General Fund.
- Section 10-12-61 - Miscellaneous charges.
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