2014 Code of Alabama
Title 10A - ALABAMA BUSINESS AND NONPROFIT ENTITIES CODE.
Chapter 5A - LIMITED LIABILITY COMPANIES.
Article 1 General Provisions.
- Section 10A-5A-1.01 - Short title.
- Section 10A-5A-1.02 - Definitions.
- Section 10A-5A-1.03 - Knowledge; notice.
- Section 10A-5A-1.04 - Powers and privileges.
- Section 10A-5A-1.05 - Governing law.
- Section 10A-5A-1.06 - Rules of construction.
- Section 10A-5A-1.07 - Application of partnership provisions to limited liability companies; classification for federal income tax purposes.
- Section 10A-5A-1.08 - Limited liability company agreement - Scope; function; and limitations.
- Section 10A-5A-1.09 - Limited liability company agreement - Effect on limited liability company and persons admitted as members.
- Section 10A-5A-1.10 - Limited liability company agreement - Effect on third parties and relationship to writings effective on behalf of limited liability company.
Article 2 Formation.
- Section 10A-5A-2.01 - Formation.
- Section 10A-5A-2.02 - Amendment or restatement of certificate of formation.
- Section 10A-5A-2.03 - Effect of filing amendment or restatement of certificate of formation.
- Section 10A-5A-2.04 - Execution of documents - Signing requirements.
- Section 10A-5A-2.05 - Execution of documents - Unsigned documents.
- Section 10A-5A-2.06 - Certificate of existence or qualification.
Article 3 Relations of Members to Persons Dealing with Limited Liability Company.
- Section 10A-5A-3.01 - Liability of members to third parties.
- Section 10A-5A-3.02 - Power to bind limited liability company.
Article 4 Relations of Members to Each Other and to the Limited Liability Company.
- Section 10A-5A-4.01 - Admission of members.
- Section 10A-5A-4.02 - Limited liability company property.
- Section 10A-5A-4.03 - Contribution.
- Section 10A-5A-4.04 - Liability for contribution.
- Section 10A-5A-4.05 - Sharing of and right to distributions before dissolution.
- Section 10A-5A-4.06 - Limitation on distributions and liability for improper distributions.
- Section 10A-5A-4.07 - Direction and oversight of the limited liability company.
- Section 10A-5A-4.08 - Duties of persons with direction and oversight.
- Section 10A-5A-4.09 - Records to be kept; right of members and dissociated members to information.
- Section 10A-5A-4.10 - Indemnification, advancement, reimbursement, and insurance.
- Section 10A-5A-4.11 - Reliance on reports and information.
Article 5 Transferable Interests and Rights of Transferees and Creditors.
- Section 10A-5A-5.01 - Member's transferable interest.
- Section 10A-5A-5.02 - Transfer of transferable interest.
- Section 10A-5A-5.03 - Charging order.
- Section 10A-5A-5.04 - Power of personal representative of deceased member.
Article 6 Member's Dissociation.
- Section 10A-5A-6.01 - Member's power to dissociate; wrongful dissociation.
- Section 10A-5A-6.02 - Event causing dissociation.
- Section 10A-5A-6.03 - Effect of person's dissociation as a member.
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-7.06 - Application of assets in winding up limited liability company's activities and affairs.
- 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.
- Section 10A-5A-7.10 - Effect of reinstatement.
Article 8 Limited Liabiity Companies Performing Professional Services.
- Section 10A-5A-8.01 - Special rules for limited liability companies performing professional services.
- Section 10A-5A-8.02 - Death or disqualification of member.
Article 9 Actions by Members.
- Section 10A-5A-9.01 - Direct action by members.
- Section 10A-5A-9.02 - Right of derivative action.
- Section 10A-5A-9.03 - Standing.
- Section 10A-5A-9.04 - Demand.
- Section 10A-5A-9.05 - Pleading.
- Section 10A-5A-9.06 - Stay of proceedings.
- Section 10A-5A-9.07 - Discontinuance or settlement.
- Section 10A-5A-9.08 - Proceeds and expenses.
- Section 10A-5A-9.09 - Applicability to foreign limited liability companies.
Article 10 Conversions and Mergers.
- Section 10A-5A-10.01 - Conversion.
- Section 10A-5A-10.02 - Action on plan of conversion by converting limited liability company.
- Section 10A-5A-10.03 - Filings required for conversion; effective date.
- Section 10A-5A-10.04 - Effect of conversion.
- Section 10A-5A-10.05 - Merger.
- Section 10A-5A-10.06 - Action on plan of merger by constituent limited liability company.
- Section 10A-5A-10.07 - Filings required for merger; effective date.
- Section 10A-5A-10.08 - Effect of merger.
- Section 10A-5A-10.09 - Restrictions on approval of mergers and conversions.
- Section 10A-5A-10.10 - Article not exclusive.
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-11.05 - Member's power to dissociate as a member associated with a series; wrongful dissociation.
- 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.
- Section 10A-5A-11.16 - Effect of reinstatement.
Article 12 Transition Rules/Miscellaneous Provisions.
- Section 10A-5A-12.01 - Application to existing relationships.
- Section 10A-5A-12.02 - Relation to electronic signatures in global and national commerce act.
- Section 10A-5A-12.03 - Interstate application.
- Section 10A-5A-12.04 - Savings clause.
- Section 10A-5A-12.05 - Reserved power of the state to alter or repeal chapter.
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