Title 10A — Title 10A

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 “Alabama Limited Liability Company Law.” History: (Acts 1993, No. 93-724, p. 1425, §1; §10-12-1; amended and re…

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 10A-5-2.01, or, if it has been amended or restated, as most recently amended or restate…

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 powers enumerated in Chapter 1, including Sections 10A-1-2.11, 10A-1-2.12, and 10…

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, or employee of the limited liability company against expenses actually and r…

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 and liabilities created by their so acting. History: (Acts 1993, No. 93-724, p. 1425, §7;…

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 Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.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 Alaba…

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 probate of the county in which the initial registered office of the limited liability company is located pu…

Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.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 forth: (1) The right, if given, of …

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 filed. The amendment shall set forth: (1) The name of the limited liability compa…

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 shall be executed in the following manner: (1) The certificate of formation shall be signed by one or more …

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 payment of contributions, until the certificate of formation has been file…

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 list of the full name and last known business or residence street address of…

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 where the object is to enforce a member’s or manager’s rights against or liability to the limited liabil…

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, subject to other applicable law, have the s…

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 a court, or in any other manner, for a debt, obligation, or liability of the limited li…

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, and the act of any member, including, but not limited to, the execution …

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 in the operat…

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 the name of the limited liability company and title to any estate so acquired shall ves…

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 liability company, the conduct of its business, and the relations of its members. An operating ag…

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 or managers with authority to do so have refused to bring the action or if an effort to cause those members or managers to…

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 obligation to pay cash, convey property, or to render services. History: (Acts 1993, No. 93-724,…

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 or convey property or to render services, even if the member is unable to perform because of death…

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 members in the manner provided in the operating agreement. If the operatin…

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 to their respective rights to share in profits unde…

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 membership has ceased, neither the limited liabil…

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 a member acquiring an interest directly from the limited liability company…

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. (2) An assignment of a member’s interest in a limited liability company does…

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 if the other members unanimously consent. The consent of a member may be evidence…

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 adjudges a member to be incompetent to manage the member’s person or property, the mem…

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 the member or assignee with payment of the unsatisfied amount of the judg…

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) The member ceases to be a member by voluntary act as provided in subsection (d). (2) The member ceases to be a…

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 in the governing documents. (2) Written consent of all members to dissolve. (3) When there is …

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 a limited liability company whenever it is not reasonably practicable to carry on the business in confo…

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 liability company’s business and affairs. (b) A person winding up a limited liability company’…

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 liquidate its business and affairs. (b) Dissolution of a limited liability co…

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: (1) To creditors, including members who are creditors to the extent allowed …

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 of the judge of probate of the county in which the certificate of formati…

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 licensed or registered to rend…

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 business entities formed or organized under the laws of this state, any other state, …

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 the merger shall file articles of merger in the O…

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 of each of the domestic limited liability compani…

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…

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 corporation…

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 to another type of entity as permitted by Article 8 of Chapter 1. History: (Act 2009-51…