Code of Alabama - Title 10A: Alabama Business and Nonprofit Entities Code - Chapter 5 - Limited Liability Companies

• Article 1 General Provisions.
• Section 10A-5-1.01 Short title. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  This chapter and the provisions of Chapter 1, to the extent applicable to limited liability companies, shall be known and may be cited as the...
• Section 10A-5-1.02 Definitions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  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...
• Section 10A-5-1.03 Powers. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  Unless its certificate of formation provides otherwise, every limited liability company has perpetual duration and succession in its name and has , without limitation, all...
• Section 10A-5-1.04 Indemnification. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  Unless its certificate of formation provides otherwise, every limited liability company has the power to indemnify a member, manager, or employee or former member, manager,...
• Section 10A-5-1.05 Unauthorized assumption of powers. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  All persons who assume to act as a limited liability company without authority to do so shall be jointly and severally liable for all debts...
• Section 10A-5-1.06 Application of partnership provisions to limited liability companies; classification for federal income tax purposes. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (a) The terms "partnership" and "limited partnership," when used in any chapter or title other than the Alabama Limited Liability Company Law, the Alabama General...
• Article 2 Formation.
• Section 10A-5-2.01 Formation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  One or more persons may form a limited liability company by filing a certificate of formation for the limited liability company with the judge of...
• Section 10A-5-2.02 Supplemental Provisions required in the certificate of formation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  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 set...
• Section 10A-5-2.03 Amendment of certificate of formation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (a) The certificate of formation may be amended by delivering the amendment to the judge of probate in whose office the certificate of formation is...
• Section 10A-5-2.04 Execution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (a) Unless otherwise specified in this chapter, each filing instrument required by this chapter to be filed in the office of the judge of probate...
• Section 10A-5-2.05 Pre-formation transactions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  A limited liability company may not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or...
• Section 10A-5-2.06 Records to be kept; right of inspection. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (a) Each limited liability company shall keep at its registered office or principal place of business in this state the following records: (1) A current...
• Section 10A-5-2.07 Parties to actions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  Neither a member nor a manager of a limited liability company is a proper party to proceedings by or against a limited liability company, except...
• 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. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  Except as otherwise provided in the operating agreement, a member may lend money to and transact any lawful business with the limited liability company and,...
• Section 10A-5-3.02 Liability of members to third parties. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (a) Except as otherwise provided in this chapter, a member of a limited liability company is not liable under a judgment, decree, or order of...
• Section 10A-5-3.03 Agency power of members and managers; duties. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (a) Except as provided in subsection (b), every member is an agent of the limited liability company for the purpose of its business or affairs,...
• Article 4 Relationship Among Members.
• Section 10A-5-4.01 Management of the limited liability company; creation of classes; voting; rights; meetings. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (a) Unless otherwise stated in the certificate of formation, the management of the limited liability company is vested in its members. Subject to any provisions...
• Section 10A-5-4.02 Limited liability company property. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (a) Property may be acquired, held, and conveyed in the name of the limited liability company. Any estate in real property may be acquired in...
• Section 10A-5-4.03 Operating agreements. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (a) The member or members of a limited liability company may enter into an operating agreement to regulate or establish the affairs of the limited...
• Section 10A-5-4.04 Derivative actions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (a) A member may bring an action in the right of a limited liability company to recover a judgment in its favor if the members...
• Article 5 Contributions and Distributions.
• Section 10A-5-5.01 Contribution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  The contributions of a member to the limited liability company may be in cash, property, services previously rendered, or a promissory note or other binding...
• Section 10A-5-5.02 Liability for contributions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (a) Except as provided in the certificate of formation, a member is obligated to the limited liability company to perform any promise to pay cash...
• Section 10A-5-5.03 Sharing of profits and losses. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  The profits and losses, income, deductions, and credits, and items of income, deduction, and credits of the limited liability company shall be allocated among the...
• Section 10A-5-5.04 Interim distributions of property; impairment of capital. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (a) Except as provided in this section or in the operating agreement, members are entitled to receive distributions from the limited liability company in proportion...
• Section 10A-5-5.05 Purchase of interest of member whose membership has ceased. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  Unless the governing documents of a limited liability company or a private agreement provide for the purchase of the interest of a former member whose...
• Article 6 Transfer of Membership Interest.
• Section 10A-5-6.01 Admission of additional members. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (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 of...
• Section 10A-5-6.02 Transferability of member's interest. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (a) Except as otherwise provided in the operating agreement: (1) A membership interest in a limited liability company is assignable in whole or in part....
• Section 10A-5-6.03 Right of assignee to become member. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (a) Except as otherwise provided in the operating agreement: (1) An assignee of an interest in a limited liability company may become a member only...
• Section 10A-5-6.04 Death or incompetency of member. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (a) Except as otherwise provided in the governing documents: (1) If a member who is an individual dies or if a court of competent jurisdiction...
• Section 10A-5-6.05 Member's financial rights subject to charging order. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (a) On application to a court of competent jurisdiction by any judgment creditor of a member or assignee, the court may charge the interest of...
• Section 10A-5-6.06 Cessation of membership. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (a) A person ceases to be a member of a limited liability company upon the occurrence of one or more of the following events: (1)...
• Article 7 Dissolution.
• Section 10A-5-7.01 Events of dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  A limited liability company is dissolved and its affairs shall be wound up upon occurrence of the first of the following events: (1) Events specified...
• Section 10A-5-7.02 Judicial dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  On application by or for a member, the circuit court for the county in which the certificate of formation is filed may decree dissolution of...
• Section 10A-5-7.03 Winding up. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (a) Except as otherwise provided in the governing documents, the members who have not wrongfully dissolved a limited liability company may wind up the limited...
• Section 10A-5-7.04 Survival of remedy after dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (a) A dissolved limited liability company continues its existence but may not carry on any business except that necessary or appropriate to wind up and...
• Section 10A-5-7.05 Distribution of assets upon dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  Upon the winding up of a limited liability company, the assets of the limited liability company shall be distributed in the following order of priority:...
• Section 10A-5-7.06 Articles of dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (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 office...
• Article 8 Professional Services.
• Section 10A-5-8.01 Special rules for limited liability companies performing professional services. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (a) A limited liability company shall have the power to render professional services if each member or employee who renders professional services in Alabama is...
• Article 9 Merger and Consolidation.
• Section 10A-5-9.01 Merger and consolidation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (a) Pursuant to any agreement, a domestic limited liability company may merge or consolidate with or into one or more limited liability companies or other...
• Section 10A-5-9.02 Requirements for articles of merger; effective date. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (a) If a domestic limited liability company is merging under this chapter, the domestic limited liability company or other business entity surviving or resulting from...
• Section 10A-5-9.03 Vesting of certain rights, privileges, powers, property, liabilities, and duties. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  (a) When any merger has become effective under this chapter, for all purposes of the laws of the state, all the rights, privileges, and powers...
• 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. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  The articles of merger required by this chapter to be filed with the Secretary of State shall also be recorded in the office of the...
• Section 10A-5-9.05 Applicability of Article 11 of Chapter 2; merger and conversion provisions to limited liability companies REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  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 apply...
• Section 10A-5-9.06 Nonexclusivity. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017
  The provisions of this article pertaining to mergers of limited liability companies are not exclusive. A domestic limited liability company may merge with or convert...

Last modified: May 3, 2021