Code of Alabama - Title 10A: Alabama Business and Nonprofit Entities Code - Section 10A-5A-11.05 - Member's power to dissociate as a member associated with a series; wrongful dissociation

Section 10A-5A-11.05 - Member's power to dissociate as a member associated with a series; wrongful dissociation.

(a) A person has the power to dissociate as a member associated with a series.

(b) A person's dissociation from a series is wrongful only if:

(1) it is in breach of an express provision of the limited liability company agreement; or

(2) the person is expelled as a member associated with the series by judicial determination under Section 10A-5A-11.06(f); or

(3) the person is dissociated as a member associated with a series by becoming a debtor in bankruptcy or making a general assignment for the benefit of creditors.

(c) A person that wrongfully dissociates as a member associated with a series is liable to the series and, subject to Section 10A-5A-9.01, to the other members associated with that series for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or liability of the member associated with a series to the series or the other members associated with that series.

(Act 2014-144, p. 265, §1.)

Last modified: May 3, 2021