2014 Code of Alabama
Title 10A - ALABAMA BUSINESS AND NONPROFIT ENTITIES CODE.
Chapter 5A - LIMITED LIABILITY COMPANIES.
Section 10A-5A-12.01 - Application to existing relationships.
(a) Before January 1, 2017, this chapter governs only:
(1) a limited liability company formed on or after January 1, 2015; and
(2) except as otherwise provided in subsection (c), a limited liability company formed before January 1, 2015, which elects, in the manner provided in the limited liability company's operating agreement or as provided for by law for amending or restating the limited liability company's operating agreement, to be subject to this chapter.
(b) Except as otherwise provided in subsection (c), on and after January 1, 2017, this chapter governs all limited liability companies.
(c) For purposes of applying this chapter to a limited liability company formed before January 1, 2015:
(1) the limited liability company's formation document, whether articles of organization or certificate of formation, is deemed to be the company's certificate of formation;
(2) if the limited liability company's formation document, whether articles of organization or certificate of formation, contains the information required in Section 10A-5A-2.01(a)(1)(5), the limited liability company shall not be required to amend or restate its formation document, whether articles of organization or certificate of formation, to conform with this chapter;
(3) provisions in the limited liability company's formation documents, whether articles of organization or certificate of formation, shall operate as if those provisions were in the limited liability company's limited liability company agreement;
(4) if the limited liability company's formation document, whether articles of organization or certificate of formation, is amended or restated on or after January 1, 2015, and the limited liability company's formation document, whether articles of organization or certificate of formation, is in conflict with the limited liability company's limited liability agreement, then Section 10A-5A-1.10(d) shall govern; and
(5) any amendment or restatement of the limited liability company's formation document, whether articles of organization or certificate of formation, on or after January 1, 2015, shall conform with this chapter.
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