Title 10A — Title 10A

(a) The initial member or members of a limited liability company are admitted as a member or members upon the formation of the limited liability company. (b) After formation of a limited liability company, a person is admitted as a member of the limited liability company: (1) as …

A member has no interest in any specific property of a limited liability company or a series thereof. History: (Act 2014-144, p. 265, §1.)

A contribution by a member may be made to a limited liability company as agreed upon by the members. A contribution by a member associated with a series may be made to that series as agreed upon by the members associated with that series. History: (Act 2014-144, p. 265, §1.)

(a) A member’s obligation to make a contribution to a limited liability company, or a series thereof, is not excused by the member’s death, disability, or other inability to perform personally. If a member does not make a contribution required by an enforceable promise, the membe…

(a) (1) All members shall share equally in any distributions made by a limited liability company before its dissolution and winding up. (2) A member has a right to a distribution before the dissolution and winding up of a limited liability company as provided in the limited liabi…

(a)(1) A limited liability company shall not make a distribution to a member to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability company, other than liabilities to members on account of their transf…

(a) The limited liability company agreement of a limited liability company may provide that the activities and affairs of the limited liability company shall be under the direction, and subject to the oversight, of: (1) its members; (2) one or more managers; or (3) such other gov…

(a)(1) The duties a person who has the authority to direct and oversee the activities and affairs of a limited liability company owes to the limited liability company and to the members of the limited liability company include the duty of loyalty and the duty of care as described…

Information. (Amended by 2026-495) [Effective until August 1, 2026.] AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE. Notwithstanding Sections 10A-1-3.32 and 10A-1-3.33: (a) Each limited liability company shall maintain the following records: (1) A…

A limited liability company, or a series thereof, may indemnify and hold harmless a member or other person, pay in advance or reimburse expenses incurred by a member or other person, and purchase and maintain insurance on behalf of a member or other person. History: (Act 2014-144…

A member of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon information, opinions, reports, or statements presented by another member or agent of the limited liability company, or by any othe…

The only interest of a member that is transferable is the member’s transferable interest. A transferable interest is personal property. History: (Act 2014-144, p. 265, §1.)

(a) A transfer, in whole or in part, of a transferable interest: (1) is permissible; (2)(A) does not by itself cause a member to cease to be a member of the limited liability company; and (B) does not by itself cause a member to cease to be associated with a series of the limited…

(a) On application to a court of competent jurisdiction by any judgment creditor of a member or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged and aft…

If a member dies, the deceased member’s personal representative or other legal representative may: (a) for the period of time, if any, that the deceased member’s personal representative or other legal representative holds the deceased member’s transferable interest: (1) exercise …

(a) A person has the power to dissociate as a member. (b) A person’s dissociation from a limited liability company is wrongful only if: (1) it is in breach of an express provision of the limited liability company agreement; (2) the person is expelled as a member by judicial deter…

A person is dissociated as a member from a limited liability company when any of the following occurs: (a) the limited liability company has notice of the person’s express will to dissociate as a member, except that if the person specifies a dissociation date later than the date …

(a) A person who has dissociated as a member shall have no right to participate in the direction and oversight of the activities and affairs of the limited liability company and is entitled only to receive the distributions to which that member would have been entitled if the mem…

A limited liability company is dissolved and its affairs shall be wound up upon the occurrence of the first of the following events: (a) An event or circumstance that the limited liability company agreement states causes dissolution. (b) Consent of all members to dissolve. (c) Wh…

(a) A dissolved limited liability company continues its existence as a limited liability company 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 its assets; (2) disposing of it…

(a) The person or persons designated in the limited liability company agreement to wind up the activities and affairs of the dissolved limited liability company shall wind up the activities and affairs of the limited liability company in accordance with Section 10A-5A-7.02. If no…

(a) A dissolved limited liability company may dispose of any known claims against it by following the procedures described in subsection (b) at any time after the effective date of the dissolution of the limited liability company. (b) A dissolved limited liability company may giv…

(a) A dissolved limited liability company may publish notice of its dissolution and request that persons with claims against the dissolved limited liability company present them in accordance with the notice. (b) The notice authorized by subsection (a) must: (1) be published at l…

Activities and Affairs. Upon the winding up of a limited liability company, the assets shall be applied as follows: (a) Payment, or adequate provision for payment, shall be made to creditors, including, to the extent permitted by law, members who are creditors, in satisfaction of…

A limited liability company that has been dissolved may be reinstated upon compliance with the following conditions: (a) the consent shall have been obtained from the members or other persons entitled to consent at the time that is: (1) required for reinstatement under the limite…

(a) In order to reinstate a limited liability company under this article, a certificate of reinstatement shall be delivered for filing to the Secretary of State which certificate of reinstatement shall have attached thereto a true and complete copy of the limited liability compan…

The name of a limited liability company following reinstatement shall be determined as follows: (a) If the limited liability company remains in the Secretary of State’s records as a limited liability company which has not been dissolved, then the name of the limited liability com…

(a) Subject to subsection (b), upon reinstatement, the limited liability company shall be deemed for all purposes to have continued its activities and affairs as if dissolution had never occurred; and each right inuring to, and each debt, obligation, and liability incurred by, th…

Services. (a) A limited liability company shall have the power to render professional services if it complies with the rules of the licensing authority for such profession. (b) Every individual who renders professional services as a member or as an employee of a limited liability…

(a) In the case of a limited liability company performing professional services, upon the death of a member, upon a member becoming a disqualified person, or upon a transferable interest being transferred by operation of law or court decree to a disqualified person, the transfera…

(a) Subject to subsection (b), a member may maintain a direct action against another member or members or the limited liability company, or a series thereof, to enforce the member’s rights and otherwise protect the member’s interests, including rights and interests under the limi…

(a) A member may commence or maintain a derivative action in the right of a limited liability company to enforce a right of the limited liability company by complying with this article. (b) A member associated with a series of a limited liability company may commence or maintain …

(a) A member may commence or maintain a derivative action in the right of the limited liability company only if the member: (1) fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company; and (2) either:…

A member may commence a derivative action in the right of the limited liability company, or a series thereof, if: (a) the member first makes a written demand upon the limited liability company or the series, as the case may be, to bring an action to enforce the right and the limi…

In a derivative action, the complaint must state with particularity: (a) the date and content of plaintiff’s demand and the response by the limited liability company or the series, as the case may be, to the demand; or (b) why the demand should be excused as futile. History: (Act…

For the purpose of allowing the limited liability company or the series thereof, as the case may be, time to undertake an inquiry into the allegations made in the demand or complaint commenced pursuant to this article, the court may stay any derivative action for the period the c…

A derivative action may not be dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be given to members of the limited liability company or the members associated with the series of the limited liability company, as …

(a) Except as otherwise provided in subsection (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company or series thereof, as the case may be, and not to the derivative plaintiff; and (…

In any derivative action in the right of a foreign limited liability company, or a series thereof, the right of a person to commence or maintain a derivative action in the right of a foreign limited liability company, or a series thereof, and any matters raised in the action cove…