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Code of Alabama - Title 10A: Alabama Business and Nonprofit Entities Code - Chapter 5 - Limited Liability Companies
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- Article 1 General Provisions.
- Section 10A-5-1.01 Short title
This chapter and the provisions of Chapter 1, to the extent applicable to limited liability companies, shall be known and may be cited as ...
- Section 10A-5-1.02 Definitions
As used in this chapter, unless the context otherwise requires, the following terms mean: (1) ARTICLES OF ORGANIZATION. The filing instrument provided for by ...
- Section 10A-5-1.03 Powers
Unless its certificate of formation provides otherwise, every limited liability company has perpetual duration and succession in its name and has , without limitation, ...
- Section 10A-5-1.04 Indemnification
Unless its certificate of formation provides otherwise, every limited liability company has the power to indemnify a member, manager, or employee or former member, ...
- Section 10A-5-1.05 Unauthorized assumption of powers
All persons who assume to act as a limited liability company without authority to do so shall be jointly and severally liable for all ...
- Section 10A-5-1.06 Application of partnership provisions to limited liability companies; classification for federal income tax purposes
(a) The terms "partnership" and "limited partnership," when used in any chapter or title other than the Alabama Limited Liability Company Law, the Alabama ...
- Article 2 Formation.
- Section 10A-5-2.01 Formation
One or more persons may form a limited liability company by filing a certificate of formation for the limited liability company with the judge ...
- Section 10A-5-2.02 Supplemental Provisions required in the certificate of formation
In addition to the information required for a certificate of formation by Section 10A-1-3.05, the certificate of formation of a limited liability company shall ...
- Section 10A-5-2.03 Amendment of certificate of formation
(a) The certificate of formation may be amended by delivering the amendment to the judge of probate in whose office the certificate of formation ...
- Section 10A-5-2.04 Execution
(a) Unless otherwise specified in this chapter, each filing instrument required by this chapter to be filed in the office of the judge of ...
- Section 10A-5-2.05 Pre-formation transactions
A limited liability company may not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for ...
- Section 10A-5-2.06 Records to be kept; right of inspection
(a) Each limited liability company shall keep at its registered office or principal place of business in this state the following records: (1) A ...
- Section 10A-5-2.07 Parties to actions
Neither a member nor a manager of a limited liability company is a proper party to proceedings by or against a limited liability company, ...
- 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
Except as otherwise provided in the operating agreement, a member may lend money to and transact any lawful business with the limited liability company ...
- Section 10A-5-3.02 Liability of members to third parties
(a) Except as otherwise provided in this chapter, a member of a limited liability company is not liable under a judgment, decree, or order ...
- Section 10A-5-3.03 Agency power of members and managers; duties
(a) Except as provided in subsection (b), every member is an agent of the limited liability company for the purpose of its business or ...
- Article 4 Relationship Among Members.
- Section 10A-5-4.01 Management of the limited liability company; creation of classes; voting; rights; meetings
(a) Unless otherwise stated in the certificate of formation, the management of the limited liability company is vested in its members. Subject to any ...
- Section 10A-5-4.02 Limited liability company property
(a) Property may be acquired, held, and conveyed in the name of the limited liability company. Any estate in real property may be acquired ...
- Section 10A-5-4.03 Operating agreements
(a) The member or members of a limited liability company may enter into an operating agreement to regulate or establish the affairs of the ...
- Section 10A-5-4.04 Derivative actions
(a) A member may bring an action in the right of a limited liability company to recover a judgment in its favor if the ...
- Article 5 Contributions and Distributions.
- Section 10A-5-5.01 Contribution
The contributions of a member to the limited liability company may be in cash, property, services previously rendered, or a promissory note or other ...
- Section 10A-5-5.02 Liability for contributions
(a) Except as provided in the certificate of formation, a member is obligated to the limited liability company to perform any promise to pay ...
- Section 10A-5-5.03 Sharing of profits and losses
The profits and losses, income, deductions, and credits, and items of income, deduction, and credits of the limited liability company shall be allocated among ...
- Section 10A-5-5.04 Interim distributions of property; impairment of capital
(a) Except as provided in this section or in the operating agreement, members are entitled to receive distributions from the limited liability company in ...
- Section 10A-5-5.05 Purchase of interest of member whose membership has ceased
Unless the governing documents of a limited liability company or a private agreement provide for the purchase of the interest of a former member ...
- Article 6 Transfer of Membership Interest.
- Section 10A-5-6.01 Admission of additional members
(a) After the filing of a limited liability company's original certificate of formation, additional members may be admitted as follows: (1) In the case ...
- Section 10A-5-6.02 Transferability of member's interest
(a) Except as otherwise provided in the operating agreement: (1) A membership interest in a limited liability company is assignable in whole or in ...
- Section 10A-5-6.03 Right of assignee to become member
(a) Except as otherwise provided in the operating agreement: (1) An assignee of an interest in a limited liability company may become a member ...
- Section 10A-5-6.04 Death or incompetency of member
(a) Except as otherwise provided in the governing documents: (1) If a member who is an individual dies or if a court of competent ...
- Section 10A-5-6.05 Member's financial rights subject to charging order
(a) On application to a court of competent jurisdiction by any judgment creditor of a member or assignee, the court may charge the interest ...
- Section 10A-5-6.06 Cessation of membership
(a) A person ceases to be a member of a limited liability company upon the occurrence of one or more of the following events: ...
- Article 7 Dissolution.
- Section 10A-5-7.01 Events of dissolution
A limited liability company is dissolved and its affairs shall be wound up upon occurrence of the first of the following events: (1) Events ...
- Section 10A-5-7.02 Judicial dissolution
On application by or for a member, the circuit court for the county in which the certificate of formation is filed may decree dissolution ...
- Section 10A-5-7.03 Winding up
(a) Except as otherwise provided in the governing documents, the members who have not wrongfully dissolved a limited liability company may wind up the ...
- Section 10A-5-7.04 Survival of remedy after dissolution
(a) A dissolved limited liability company continues its existence but may not carry on any business except that necessary or appropriate to wind up ...
- Section 10A-5-7.05 Distribution of assets upon dissolution
Upon the winding up of a limited liability company, the assets of the limited liability company shall be distributed in the following order of ...
- Section 10A-5-7.06 Articles of dissolution
(a) After the dissolution of the limited liability company pursuant to Section 10A-5-7.01, the limited liability company shall file articles of dissolution in the ...
- Article 8 Professional Services.
- Section 10A-5-8.01 Special rules for limited liability companies performing professional services
(a) A limited liability company shall have the power to render professional services if each member or employee who renders professional services in Alabama ...
- Article 9 Merger and Consolidation.
- Section 10A-5-9.01 Merger and consolidation
(a) Pursuant to any agreement, a domestic limited liability company may merge or consolidate with or into one or more limited liability companies or ...
- Section 10A-5-9.02 Requirements for articles of merger; effective date
(a) If a domestic limited liability company is merging under this chapter, the domestic limited liability company or other business entity surviving or resulting ...
- Section 10A-5-9.03 Vesting of certain rights, privileges, powers, property, liabilities, and duties
(a) When any merger has become effective under this chapter, for all purposes of the laws of the state, all the rights, privileges, and ...
- 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
The articles of merger required by this chapter to be filed with the Secretary of State shall also be recorded in the office of ...
- Section 10A-5-9.05 Applicability of Article 11 of Chapter 2; merger and conversion provisions to limited liability companies
To the extent applicable, the provisions and requirements of Article 11, commencing with Section 10A-2-11.01, of Chapter 2, relating to mergers of corporations, shall ...
- Section 10A-5-9.06 Nonexclusivity
The provisions of this article pertaining to mergers of limited liability companies are not exclusive. A domestic limited liability company may merge with or ...
Last modified: February 19, 2012
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