Chapter 1 - Limited Liability Company Act
- Article 1 General Provisions.
- Section 10-12-1 Short title
This chapter shall be known and may be cited as the "Alabama Limited Liability Company Act." ...
- Section 10-12-2 (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Definitions
As used in this chapter, unless the context otherwise requires, the following terms mean: (a) ARTICLES OF ORGANIZATION. The articles provided for by Section ...
- Section 10-12-3 Purpose
Limited liability companies may be organized under this chapter for any lawful purpose or purposes. If the purpose for which it is organized or ...
- Section 10-12-4 (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Powers
Unless its articles of organization provide otherwise, every limited liability company has perpetual duration and succession in its name and has the same powers ...
- Section 10-12-5 (applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Limited liability company name
The name of each limited liability company as set forth in its articles of organization shall contain the words "Limited Liability Company" or the ...
- Section 10-12-6 Nature of interest of member in limited liability company
An interest in a limited liability company is personal property. ...
- Section 10-12-7 Unauthorized assumption of powers
All persons who assume to act as a limited liability company without authority to do so shall be jointly and severally liable for all ...
- Section 10-12-8 (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Application of partnership provisions to limited liability companies; classification for federal income tax purposes
(a) The terms "partnership" and "limited partnership," when used in any chapter or title other than this chapter, the Alabama Uniform Partnership Act (Chapter ...
- Article 2 Formation of Limited Liability Companies.
- Section 10-12-9 (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Formation
One or more persons may form a limited liability company by filing the articles of organization for the limited liability company with the probate ...
- Section 10-12-10 (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Articles of organization
(a) The articles of organization shall set forth: (1) The name of the limited liability company. (2) The period of its duration, if not ...
- Section 10-12-11 Amendment of articles of organization
(a) The articles of organization may be amended by delivering the amendment to the probate judge in whose office the articles of organization are ...
- Section 10-12-12 (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Filing
(a) The articles of organization and two copies shall be delivered to the probate judge. If the probate judge finds that the articles of ...
- Section 10-12-13 (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Execution
(a) Unless otherwise specified in this chapter, each document required by this chapter to be filed in the office of the probate judge shall ...
- Section 10-12-14 (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Existence of limited liability company
(a) Upon the filing of the articles of organization with the probate judge, the limited liability company's existence shall begin. A copy of the ...
- Section 10-12-15 (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Registered office and registered agent to be maintained
(a) Each limited liability company shall have and continuously maintain in this state: (1) An office, which may be a place of its business ...
- Section 10-12-16 (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Records to be kept; right of inspection
(a) Each limited liability company shall keep at the office referred to in subdivision (1) of subsection (a) of Section 10-12-15 the following records: ...
- Section 10-12-17 Service of process
(a) The registered agent appointed by a limited liability company shall be an agent of the limited liability company upon whom any process, notice, ...
- Section 10-12-18 Parties to actions
Neither a member nor a manager of a limited liability company is a proper party to proceedings by or against a limited liability company, ...
- Article 3 Relationship of Members and Managers to Third Parties.
- Section 10-12-19 Business transactions of a member with the limited liability company
Except as otherwise provided in the operating agreement, a member may lend money to and transact any lawful business with the limited liability company ...
- Section 10-12-20 Liability of members to third parties
(a) Except as otherwise provided in this chapter, a member of a limited liability company is not liable under a judgment, decree, or order ...
- Section 10-12-21 (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Agency power of members and managers; duties
(a) Except as provided in subsection (b), every member is an agent of the limited liability company for the purpose of its business or ...
- Article 4 Relationship Among Members.
- Section 10-12-22 (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Management of the limited liability company; creation of classes; voting; rights; meetings
(a) Unless otherwise stated in the articles of organization, the management of the limited liability company is vested in its members. Subject to any ...
- Section 10-12-23 Limited liability company property
(a) Property may be acquired, held, and conveyed in the name of the limited liability company. Any estate in real property may be acquired ...
- Section 10-12-24 (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Operating agreements
(a) The member or members of a limited liability company may enter into an operating agreement to regulate or establish the affairs of the ...
- Section 10-12-25 Derivative actions
(a) A member may bring an action in the right of a limited liability company to recover a judgment in its favor if the ...
- Article 5 Contributions and Distributions.
- Section 10-12-26 Contributions
The contributions of a member to the limited liability company may be in cash, property, services previously rendered, or a promissory note or other ...
- Section 10-12-27 Liability for contributions
(a) Except as provided in the articles of organization, a member is obligated to the limited liability company to perform any promise to pay ...
- Section 10-12-28 Sharing of profits and losses
The profits and losses, income, deductions, and credits, and items of income, deduction, and credits of the limited liability company shall be allocated among ...
- Section 10-12-29 (Applicable to limited liability companies organized after January 1, 1998, Limited Liability Companies Not Electing To Come Under the Pre-1997 Changes, and to all limited liability companies after December 31, 2000.) Interim distributions of property; impairment of capital
(a) Except as provided in this section or in the operating agreement, members are entitled to receive distributions from the limited liability company in ...
- Section 10-12-30 (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Purchase of dissociated member's interest
Unless the articles of organization or the operating agreement of a limited liability company or a private agreement provide for the purchase of the ...
- Article 6 Transfer of Membership Interests.
- Section 10-12-31 Admission of additional members
(a) After the filing of a limited liability company's original articles of organization, additional members may be admitted as follows: (1) In the case ...
- Section 10-12-32 Transferability of member's interest
(a) Except as otherwise provided in the operating agreement: (1) A membership interest in a limited liability company is assignable in whole or in ...
- Section 10-12-33 Right of assignee to become member
(a) Except as otherwise provided in the operating agreement: (1) An assignee of an interest in a limited liability company may become a member ...
- Section 10-12-34 (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Power of estate of deceased or incompetent member
(a) Except as otherwise provided in the operating agreement or articles of organization: (1) If a member who is an individual dies or if ...
- Section 10-12-35 (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Member's financial rights subject to charging order
(a) On application to a court of competent jurisdiction by any judgment creditor of a member or assignee, the court may charge the interest ...
- Section 10-12-36 (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Cessation of membership
(a) A person ceases to be a member of a limited liability company upon the occurrence of one or more of the following events: ...
- Article 7 Dissolution.
- Section 10-12-37 (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Dissolution
A limited liability company is dissolved and its affairs shall be wound up upon occurrence of the first of the following events: (1) Events ...
- Section 10-12-38 Judicial dissolution
On application by or for a member, the circuit court for the county in which the articles of organization are filed may decree dissolution ...
- Section 10-12-39 Winding up
(a) Except as otherwise provided in the articles of organization or the operating agreement, the members who have not wrongfully dissolved a limited liability ...
- Section 10-12-40 Survival of remedy after dissolution
(a) A dissolved limited liability company continues its existence but may not carry on any business except that necessary or appropriate to wind up ...
- Section 10-12-41 Distribution of assets upon dissolution
Upon the winding up of a limited liability company, the assets of the limited liability company shall be distributed in the following order of ...
- Section 10-12-42 Articles of dissolution
(a) After the dissolution of the limited liability company pursuant to Section 10-12-37, the limited liability company shall file articles of dissolution in the ...
- Section 10-12-43 Known claims against dissolved limited liability company
(a) A dissolved limited liability company may dispose of the known claims against it by filing articles of dissolution pursuant to Section 10-12-42 and ...
- Section 10-12-44 Unknown claims against dissolved limited liability company
(a) A dissolved limited liability company may publish notice of its dissolution which requests that persons with claims against the limited liability company present ...
- Article 8 Professional Services.
- Section 10-12-45 (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Special rules for limited liability companies performing professional services
(a) Every individual who renders professional services as a member or as an employee of a limited liability company shall be liable for any ...
- Article 9 Foreign Limited Liability Companies.
- Section 10-12-46 Foreign limited liability companies
(a) Subject to the Constitution of Alabama, the laws of the state or other jurisdictions under which a foreign limited liability company is organized ...
- Section 10-12-47 (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Registration
(a) Before transacting business in this state, a foreign limited liability company shall register with the Secretary of State. To register, a foreign limited ...
- Section 10-12-48 Issuance of registration
(a) If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, the Secretary ...
- Section 10-12-49 Name
A foreign limited liability company may register with the Secretary of State under any name (whether or not it is the name under which ...
- Section 10-12-50 Changes and amendments
If any statement in the application for registration of a foreign limited liability company was false when made or any arrangements or other facts ...
- Section 10-12-51 (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Cancellation of registration
A foreign limited liability company may cancel its registration by filing with the Secretary of State a certificate of cancellation signed by a duly ...
- Section 10-12-52 Transacting business without registration
(a) A foreign limited liability company transacting business in this state may not maintain any action, suit, or proceeding in any court of this ...
- Section 10-12-53 Action by Attorney General
The Attorney General may bring an action to restrain a foreign limited liability company from transacting business in this state in violation of this ...
- Article 10 Merger and Consolidation.
- Section 10-12-54 Merger and consolidation
(a) Pursuant to any agreement, a domestic limited liability company may merge or consolidate with or into one or more limited liability companies or ...
- Section 10-12-55 (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Requirements for articles of merger; effective date
(a) If a domestic limited liability company is merging under this chapter, the domestic limited liability company or other business entity surviving or resulting ...
- Section 10-12-56 Vesting of certain rights, privileges, powers, property, liabilities and duties
(a) When any merger has become effective under this chapter, for all purposes of the laws of the state, all the rights, privileges, and ...
- Section 10-12-57 Recording of articles of merger; effect when Secretary of State files articles; copy of certified articles conclusive evidence of matters
The articles of merger required by this chapter to be filed with the Secretary of State shall also be recorded in the office of ...
- Section 10-12-58 Applicability of Article 5 of Chapter 2A of Title 10
To the extent applicable, the provisions and requirements of Article 5 (commencing with Section 10-2A-140) of Chapter 2A of this title, relating to mergers ...
- Article 11 Fees.
- Section 10-12-59 Fees, charges, and penalties to be collected by judge of probate and Secretary of State
The judge of probate or the Secretary of State, as the case may be, shall charge and collect in accordance with the provisions of ...
- Section 10-12-60 Fees for filing documents and issuing certificates; Secretary of State Limited Liability Companies Fund created; deposits and expenditures; deposits to State General Fund
(a) In lieu of all other charges and fees, the following fees shall be collected in accordance with the provisions of this chapter: (1) ...
- Section 10-12-61 Miscellaneous charges
(a) The judge of probate shall charge and collect for furnishing a certified copy of any document, instrument, or paper relating to a limited ...
