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
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• 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
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-3 Purpose
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• 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
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• 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
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-6 Nature of interest of member in limited liability company
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-7 Unauthorized assumption of powers
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• 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
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Article 2 Formation of Limited Liability Companies.
• 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
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• 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
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-11 Amendment of articles of organization
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-12 Filing
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• 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
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-14 Existence of limited liability company
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-15 Registered office and registered agent to be maintained
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• 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
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-17 Service of process
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-18 Parties to actions
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Article 3 Relationship of Members and Managers to Third Parties.
• Section 10-12-19 Business transactions of a member with the limited liability company
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-20 Liability of members to third parties
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• 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
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Article 4 Relationship Among Members.
• 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
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-23 Limited liability company property
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• 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
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-25 Derivative actions
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Article 5 Contributions and Distributions.
• Section 10-12-26 Contributions
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-27 Liability for contributions
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-28 Sharing of profits and losses
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• 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
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• 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
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Article 6 Transfer of Membership Interests.
• Section 10-12-31 Admission of additional members
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-32 Transferability of member's interest
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-33 Right of assignee to become member
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• 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
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• 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
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• 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
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Article 7 Dissolution.
• 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
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-38 Judicial dissolution
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-39 Winding up
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-40 Survival of remedy after dissolution
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-41 Distribution of assets upon dissolution
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-42 Articles of dissolution
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-43 Known claims against dissolved limited liability company
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-44 Unknown claims against dissolved limited liability company
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Article 8 Professional Services.
• Section 10-12-45 (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.) Special rules for limited liability companies performing professional services
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Article 9 Foreign Limited Liability Companies.
• Section 10-12-46 Foreign limited liability companies
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-47 Registration
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-48 Issuance of registration
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-49 Name
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-50 Changes and amendments
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-51 Cancellation of registration
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-52 Transacting business without registration
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-53 Action by Attorney General
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Article 10 Merger and Consolidation.
• Section 10-12-54 Merger and consolidation
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• 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
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-56 Vesting of certain rights, privileges, powers, property, liabilities and duties
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-57 Recording of articles of merger; effect when Secretary of State files articles; copy of certified articles conclusive evidence of matters
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-58 Applicability of Article 5 of Chapter 2A of Title 10
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Article 11 Fees.
• Section 10-12-59 Fees, charges, and penalties to be collected by judge of probate and Secretary of State
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• 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
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
• Section 10-12-61 Miscellaneous charges
  All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.

Last modified: May 3, 2021