Code of Alabama - Title 10A: Alabama Business and Nonprofit Entities Code - Section 10A-5A-11.10 - Effect of dissolution of series

Section 10A-5A-11.10 - Effect of dissolution of series.

Notwithstanding Section 10A-1-9.12:

(a) A dissolved series continues its existence as a series but may not carry on any activities and affairs except as is appropriate to wind up and liquidate its activities and affairs, including:

(1) collecting the assets of the series;

(2) disposing of the properties of the series that will not be distributed in kind to persons owning transferable interests;

(3) discharging or making provisions for discharging the liabilities of the series;

(4) distributing the remaining property of the series in accordance with Section 10A-5A-11.14; and

(5) doing every other act necessary to wind up and liquidate the series' activities and affairs.

(b) In winding up a series' activities and affairs, a series may:

(1) preserve the series' activities and affairs and property as a going concern for a reasonable time;

(2) prosecute, defend, or settle actions or proceedings whether civil, criminal, or administrative;

(3) transfer the series' property; and

(4) resolve disputes by mediation or arbitration.

(c) The dissolution of a series does not:

(1) transfer title to the series' property;

(2) prevent the commencement of a proceeding by or against the series in the series' name;

(3) terminate, abate, or suspend a proceeding pending by or against the series on the effective date of dissolution; or

(4) abate, suspend, or otherwise alter the application of Section 10A-5A-3.01.

(Act 2014-144, p. 265, §1.)

Last modified: May 3, 2021