Title 10A — Title 10A

This chapter and 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: (Act 2014-144, p. 265, §1; Act 2019-304, §1.)

As used in this chapter, unless the context otherwise requires, the following terms mean: (a) CERTIFICATE OF FORMATION, with respect to a limited liability company, means the certificate provided for by Section 10A-5A-2.01, and the certificate as amended or restated. (b) CONSTITU…

(a) A person knows a fact when the person: (1) has actual knowledge of it; or (2) is deemed to know it under law other than this chapter. (b) A person has notice of a fact when the person: (1) knows of it; (2) receives notification of it; (3) has reason to know the fact from all …

(a) A limited liability company is a separate legal entity. A limited liability company’s status for tax purposes shall not affect its status as a separate legal entity formed under this chapter. (b) A limited liability company shall possess and may exercise all the powers and pr…

(a) The law of this state governs: (1) the organization and internal affairs of a limited liability company, or series thereof; (2) the liability of a member as a member for the debts, obligations, or other liabilities of a limited liability company, or series thereof; (3) the au…

(a) It is the policy of this chapter and this state to give maximum effect to the principles of freedom of contract and to the enforceability of limited liability company agreements. (b) Unless displaced by particular provisions of this chapter, the principles of law and equity s…

Classification for Federal Income Tax Purposes. Subject to Section 10A-5A-3.01: (a) The terms “partnership” and “limited partnership,” when used in any chapter or title other than the Alabama Limited Liability Company Law of 2014, the Alabama General Partnership Law, and the Alab…

Limitations. (a) Except as otherwise provided in subsections (b) and (c): (1) the limited liability company agreement governs relations among the members as members and between the members and the limited liability company; and (2) to the extent the limited liability company agre…

Company and Persons Admitted as Members. (a) A limited liability company is bound by and may enforce the limited liability company agreement, whether or not the limited liability company has itself manifested assent to the limited liability company agreement. (b) A person that is…

Relationship to Writings Effective on Behalf of Limited Liability Company. (a) If a limited liability company agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the limited liability company agreemen…

Actions and Transactions. (a) If a limited liability company agreement provides that an act or transaction is void or voidable when taken, then that act or transaction may be ratified or waived by: (1) the members or other persons entitled to ratify or waive that act or transacti…

(a) An organization other than a limited liability company may convert to a limited liability company, and a limited liability company may convert to an organization other than a limited liability company pursuant to this section, Sections 10A-5A- 10.02 through 10A-5A-10.03, and …

(a) Subject to Section 10A-5A-10.09, a plan of conversion must be consented to by all the members of a converting limited liability company. (b) Subject to Section 10A-5A-10.09 and any contractual rights, after a conversion is approved, and at any time before a filing is made und…

(a) After a plan of conversion is approved: (1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), whi…

(a) When a conversion takes effect: (1) all property and contract rights owned by the converting organization, or series thereof, remains vested in the converted organization without transfer, reversion, or impairment and the title to any property vested by deed or otherwise in t…

(a) A limited liability company may merge with one or more other constituent organizations pursuant to this section, Sections 10A-5A-10.06 through 10A-5A- 10.08, and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes the merger; (2) the …

(a) Subject to Section 10A-5A-10.09, a plan of merger must be consented to by all the members of a constituent limited liability company. (b) Subject to Section 10A-5A-10.09 and any contractual rights, after a merger is approved, and at any time before a filing is made under Sect…

(a) After each constituent organization has approved the plan of merger, a statement of merger must be signed on behalf of: (1) each constituent limited liability company, as provided in Section 10A-5A- 2.04(a); and (2) each other constituent organization, as provided by its gove…

(a) When a merger becomes effective: (1) the surviving organization continues or, in the case of a surviving organization created pursuant to the merger, comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separ…

(a) If a member of a converting or constituent limited liability company will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that member’s consent to the plan.…

This article is not exclusive. This article does not preclude an entity from being converted or merged under law other than this chapter. History: (Act 2014-144, p. 265, §1.)

(a) If a limited liability company complies with Section 10A-5A-11.02, a limited liability company agreement may establish or provide for the establishment of one or more designated series of assets that: (1) has separate rights, powers, or duties with respect to specified proper…

(a) Subject to subsection (b): (1) the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a series shall be enforceable against the assets of that series only, and shall not be enforceable against the assets of the limite…

(a) Assets of a series may be held directly or indirectly, including being held in the name of the series or in the name of the limited liability company. (b) If the records of a series are maintained in a manner so that the assets of the series can be reasonably identified by sp…

The statement of limitation on liabilities of a series required by Section 10A-5A- 11.02(b)(3) is sufficient regardless of whether: (a) the limited liability company has established any series under this chapter when the statement of limitations is contained in the certificate of…

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 expell…

A person is dissociated as a member associated with a series when any of the following occurs: (a) the series has notice of the person’s express will to dissociate from the series, except if the person specifies a dissociation date later than the date the series had notice, then …

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

A series may be dissolved and its activities and affairs may be wound up without causing the dissolution of the limited liability company. The dissolution and winding up of a series does not abate, suspend, or otherwise affect the limitation on liabilities of the series provided …

A series is dissolved and its activities and affairs shall be wound up upon the first to occur of the following: (a) the dissolution of the limited liability company under Section 10A-5A-7.01; (b) an event or circumstance that the limited liability company agreement states causes…

(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 seri…

(a) The person or persons designated in the limited liability company agreement to wind up the activities and affairs of the dissolved series shall wind up the activities and affairs of the dissolved series in accordance with Section 10A-5A-11.10. If no person or persons are desi…

(a) A dissolved series 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 series. (b) A dissolved series may give notice of the dissolution in a writing to the holder o…

(a) A dissolved series may publish notice of its dissolution and request that persons with claims against the dissolved series present them in accordance with the notice. (b) The notice authorized by subsection (a) must: (1) be published at least one time in a newspaper of genera…

Upon the winding up of a series, the assets of the series shall be applied as follows: (a) Payment, or adequate provision for payment, shall be made to creditors of the series, including, to the extent permitted by law, members who are associated with the series and who are also …

A series 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 associated with the series entitled to consent at the time that is: (1) required for reinstatement of the s…

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

(a) Before January 1, 2017, this chapter governs only: (1) a limited liability company formed on or after January 1, 2015; and (2) except as otherwise provided in subsection (c), a limited liability company formed before January 1, 2015, which elects, in the manner provided in th…

This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. Section 7001(c), or authorize electronic delivery of…

A limited liability company formed and existing under this chapter may conduct its activities and affairs, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction. History: (Act 2014-144, p. 265, §1.)

(a) Except as provided in subsection (b), the repeal of a statute by this chapter does not affect: (1) the operation of the statute or any action taken under it before its repeal; (2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incur…

All provisions of this chapter may be altered from time to time or repealed and all rights of members and agents are subject to this reservation. Unless expressly stated to the contrary in this chapter, all amendments of this chapter shall apply to limited liability companies and…

(a) In order to form a limited liability company, one or more organizers must execute a certificate of formation and deliver it for filing to the filing officer provided for in subsection (e). Section 10A-1-3.05 shall not apply to this chapter. Instead, the certificate of formati…

Division B of Article 3 of Chapter 1 shall not apply to this chapter. Instead: (a) A certificate of formation may be amended at any time. (b) A certificate of formation may be restated with or without amendment at any time. (c) To amend its certificate of formation, a limited lia…

Formation Take Effect. (a)(1) An amendment to a certificate of formation takes effect when the filing of the certificate of amendment takes effect as provided by Article 4 of Chapter 1. (2) An amendment to a certificate of formation does not affect: (i) an existing cause of actio…

(a) A writing delivered to the Secretary of State for filing pursuant to this chapter must be signed as provided by this section. (1) A limited liability company’s initial certificate of formation must be signed by at least one organizer. (2) A writing signed on behalf of a limit…

(a) If a person required by this chapter to sign a writing or deliver a writing to a filing officer for filing under this chapter does not do so, any other person that is aggrieved by that failure may petition the designated court, and if none, the circuit court for the county in…

(a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company if the writings filed in the office of the Secretary of State show that the limited liability company has been formed …

A member of a limited liability company is not liable, solely by reason of being a member, for a debt, obligation, or liability of the limited liability company or a series thereof, whether arising in contract, tort, or otherwise or for the acts or omissions of any other member, …

No person shall have the power to bind the limited liability company, or a series thereof, except: (a) to the extent the person is authorized to act as the agent of the limited liability company or a series thereof under or pursuant to the limited liability company agreement; (b)…