reglab/statecodes huggingface dataset:
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 4 - Relations of Members to Each Other and to the Limited Liability Company. › Section 10A-5A-4.04 - Liability for Contribution.

Section 10A-5A-4.04
Liability for contribution.
(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 member or the member's estate is obligated, at the election of the limited liability company, or series thereof, to contribute money equal to the value of the portion of the contribution that has not been made. The foregoing election shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company, or series thereof, may have under the limited liability company agreement or applicable law.
(b)(1) The obligation of a member to make a contribution to a limited liability company may be compromised only by consent of all the members. A conditional obligation of a member to make a contribution to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by that member. Conditional obligations include contributions payable upon a discretionary call of a limited liability company before the time the call occurs.
(2) The obligation of a member associated with a series to make a contribution to the series may be compromised only by consent of all the members associated with that series. A conditional obligation of a member to make a contribution to a series may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by that member. Conditional obligations include contributions payable upon a discretionary call of that series before the time the call occurs.
(3) Subsection (b)(1) shall not apply to a member's obligation to make a contribution to a series of a limited liability company.
(c) A promise by a member to make a contribution to a limited liability company, or a series thereof, is not enforceable unless set forth in a writing signed by the member.
(Act 2014-144, p. 265, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 4 - Relations of Members to Each Other and to the Limited Liability Company. › Section 10A-5A-4.05 - Sharing of and Right to Distributions Before Dissolution.

Section 10A-5A-4.05
Sharing of and right to distributions before dissolution.
(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 liability company agreement. A decision to make a distribution before the dissolution and winding up of the limited liability company is a decision in the ordinary course of activities and affairs of the limited liability company. A member's dissociation does not entitle the dissociated member to a distribution.
(3) A member does not have a right to demand and receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in Section 10A-5A-7.06(c), a limited liability company may distribute an asset in kind if each member receives a percentage of the asset in proportion to the member's share of distributions.
(4) If a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution.
(b)(1) All members associated with a series shall share equally in any distributions made by the series before its dissolution and winding up.
(2) A member associated with a series has a right to a distribution before the dissolution and winding up of the series as provided in the limited liability company agreement. A decision of the series to make a distribution before the dissolution and winding up of the series is a decision in the ordinary course of activities and affairs of the series. A member's dissociation from a series with which the member is associated does not entitle the dissociated member to a distribution from the series.
(3) A member associated with a series does not have a right to demand and receive a distribution from the series in any form other than money. Except as otherwise provided in Section 10A-5A-11.14(c), a series may distribute an asset in kind if each member associated with the series receives a percentage of the asset in proportion to the member's share of distributions from the series.
(4) If a member associated with a series becomes entitled to receive a distribution from the series, the member has the status of, and is entitled to all remedies available to, a creditor of the series with respect to the distribution.
(c) Subsection (a) shall not apply to a distribution made by a series.
(Act 2014-144, p. 265, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 4 - Relations of Members to Each Other and to the Limited Liability Company. › Section 10A-5A-4.10 - Indemnification, Advancement, Reimbursement, and Insurance.

Section 10A-5A-4.10
Indemnification, advancement, reimbursement, and insurance.
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.
(Act 2014-144, p. 265, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 4 - Relations of Members to Each Other and to the Limited Liability Company. › Section 10A-5A-4.11 - Reliance on Reports and Information.

Section 10A-5A-4.11
Reliance on reports and information.
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 other person as to matters the member reasonably believes are within that other person's professional or expert competence, including information, opinions, reports, or statements as to the value and amount of the assets, liabilities, profits, or losses of the limited liability company or a series thereof, or the value and amount of assets or reserves or contracts, agreements, or other undertakings that would be sufficient to pay claims and obligations of the limited liability company, or series thereof, or to make reasonable provision to pay those claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to members or creditors might properly be paid.
(Act 2014-144, p. 265, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 5 - Transferable Interests and Rights of Transferees and Creditors. › Section 10A-5A-5.01 - Member's Transferable Interest.

Section 10A-5A-5.01
Member's transferable interest.
The only interest of a member that is transferable is the member's transferable interest. A transferable interest is personal property.
(Act 2014-144, p. 265, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 5 - Transferable Interests and Rights of Transferees and Creditors. › Section 10A-5A-5.02 - Transfer of Transferable Interest.

Section 10A-5A-5.02
Transfer of transferable interest.
(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 liability company;
(3) does not by itself cause a dissolution and winding up of the limited liability company, or a series thereof; and
(4) subject to Section 10A-5A-5.04, does not entitle the transferee to:
(A) participate in the direction or oversight of the activities and affairs of the limited liability company, or a series thereof; or
(B) have access to records or other information concerning the activities and affairs of the limited liability company, or a series thereof.
(b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(c) A transferable interest may be evidenced by a certificate of transferable interest issued by the limited liability company, or a series thereof. A limited liability company agreement may provide for the transfer of the transferable interest represented by the certificate and make other provisions with respect to the certificate. No certificate of transferable interest shall be issued in bearer form.
(d) A limited liability company, or a series thereof, need not give effect to a transferee's rights under this section until the limited liability company, or a series thereof, has notice of the transfer.
(e) Except as otherwise provided in Sections 10A-5A-6.02(d)(2), 10A-5A-6.02(k), and 10A-5A-6.02(l) when a member transfers a transferable interest, the transferor retains the rights of a member other than the right to distributions transferred and retains all duties and obligations of a member.
(f) When a member transfers a transferable interest to a person that is admitted as a member with respect to the transferred interest, the transferee is liable for the member's obligations under Sections 10A-5A-4.04, 10A-5A-4.06(a)(2), and 10A-5A-4.06(b)(2) to the extent that the obligations are known to the transferee when the transferee voluntarily accepts admission as a member.
(Act 2014-144, p. 265, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 5 - Transferable Interests and Rights of Transferees and Creditors. › Section 10A-5A-5.04 - Power of Personal Representative of Deceased Member.

Section 10A-5A-5.04
Power of personal representative of deceased member.
If a member dies, the deceased member's personal representative or other legal representative may:
(a) for the period of time that the deceased member's personal representative or other legal representative holds the deceased member's transferable interest:
(1) exercise the rights of a holder of transferable interests under this chapter;
(2) exercise the rights of a transferee under Section 10A-5A-5.02; and
(3) for purposes of settling the estate, exercise the rights of a current member under Section 10A-5A-4.09; and
(b) for the period of time that the deceased member's personal representative or other legal representative does not hold the deceased member's transferable interest, for purposes of settling the estate, exercise the rights of a dissociated member under Section 10A-9A-4.09.
(Act 2014-144, p. 265, §1; Act 2016-379, §4.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 6 - Member's Dissociation. › Section 10A-5A-6.01 - Member's Power to Dissociate; Wrongful Dissociation.

Section 10A-5A-6.01
Member's power to dissociate; wrongful dissociation.
(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 determination under Section 10A-5A-6.02(e); or
(3) the person is dissociated by becoming a debtor in bankruptcy or making a general assignment for the benefit of creditors.
(c) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to Section 10A-5A-9.01, to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or liability of the member to the limited liability company or the other members.
(Act 2014-144, p. 265, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 6 - Member's Dissociation. › Section 10A-5A-6.03 - Effect of Person's Dissociation as a Member.

Section 10A-5A-6.03
Effect of person's dissociation as a member.
(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 member had not dissociated.
(b) A person's dissociation as a member does not of itself discharge the person from any duty, debt, obligation, or liability to a limited liability company or the other members that the person incurred while a member.
(Act 2014-144, p. 265, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 7 - Dissolution, Winding Up, and Reinstatement. › Section 10A-5A-7.01 - Events of Dissolution.

Section 10A-5A-7.01
Events of dissolution.
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) When there is no remaining member, unless either of the following applies:
(1) The holders of all the transferable interests in the limited liability company agree in writing, within 90 days after the dissociation of the last member, to continue the activities and affairs of the limited liability company and to appoint one or more new members.
(2) The activities and affairs of the limited liability company are continued and one or more new members are appointed in the manner stated in the limited liability company agreement.
(d) On application by a member, the entry of an order dissolving the limited liability company on the grounds that it is not reasonably practicable to carry on the limited liability company's activities and affairs in conformity with the limited liability company agreement, which order is entered by the designated court, and if none, the circuit court for the county in which the limited liability company's principal office within this state is located, and if the limited liability company does not have a principal office within this state then by the circuit court for the county in which the limited liability company's most recent registered office is located.
(Act 2014-144, p. 265, §1; Act 2016-379, p. 934, §4; Act 2020-73, §10.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 7 - Dissolution, Winding Up, and Reinstatement. › Section 10A-5A-7.02 - Effect of Dissolution.

Section 10A-5A-7.02
Effect of dissolution.
(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 its properties that will not be distributed in kind to persons owning transferable interests;
(3) discharging or making provisions for discharging its liabilities;
(4) distributing its remaining property in accordance with Section 10A-5A-7.06; and
(5) doing every other act necessary to wind up and liquidate its activities and affairs.
(b) In winding up its activities and affairs, a limited liability company may:
(1) deliver for filing a statement of dissolution to the Secretary of State setting forth:
(A) The name of the limited liability company.
(B) The unique identifying number or other designation as assigned by the Secretary of State.
(C) That the limited liability company has dissolved.
(D) Any other information the limited liability company deems appropriate.
(2) preserve the limited liability company's activities and affairs and property as a going concern for a reasonable time;
(3) prosecute, defend, or settle actions or proceedings, whether civil, criminal, or administrative;
(4) transfer the limited liability company's assets;
(5) resolve disputes by mediation or arbitration; and
(6) merge or convert in accordance with Article 10 of this chapter or Article 8 of Chapter 1.
(c) The dissolution of a limited liability company does not:
(1) transfer title to the limited liability company's property;
(2) prevent the commencement of a proceeding by or against the limited liability company in its limited liability company name;
(3) terminate, abate, or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution;
(4) terminate the authority of its registered agent; or
(5) abate, suspend, or otherwise alter the application of Section 10A-5A-3.01.
(d) A statement of dissolution shall be deemed to be a filing instrument under Chapter 1.
(Act 2014-144, p. 265, §1; Act 2016-379, p. 934, §4; Act 2018-125, §6; Act 2020-73, §10; Act 2021-299, §5.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 7 - Dissolution, Winding Up, and Reinstatement. › Section 10A-5A-7.03 - Right to Wind Up Activities and Affairs.

Section 10A-5A-7.03
Right to wind up activities and affairs.
(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 person or persons are designated in the limited liability company agreement to wind up the activities and affairs of the dissolved limited liability company, then the remaining members 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 person or persons are designated in the limited liability company agreement to wind up the activities and affairs of the dissolved limited liability company and there are no remaining members of the dissolved limited liability company, then all of the holders of the transferable interests of the limited liability company, or their designee, shall wind up the activities and affairs of the limited liability company in accordance with Section 10A-5A-7.02.
(b) The designated court, and if none, the circuit court for the county in which the limited liability company's principal office within this state is located, and if the limited liability company does not have a principal office within this state then the circuit court for the county in which the limited liability company's most recent registered office is located, may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the limited liability company's activities and affairs:
(1) on application of a member, if the applicant establishes good cause;
(2) on application of a transferee, if:
(A) the limited liability company does not have any members; and
(B) within a reasonable time following the dissolution, no person having the authority to wind up the activities and affairs of the limited liability company pursuant to subsection (a) is winding up the activities and affairs of the limited liability company; or
(3) in connection with a proceeding under Section 10A-5A-7.01(d).
(Act 2014-144, p. 265, §1; Act 2020-73, §10.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 7 - Dissolution, Winding Up, and Reinstatement. › Section 10A-5A-7.04 - Known Claims Against Dissolved Limited Liability Company.

Section 10A-5A-7.04
Known claims against dissolved limited liability company.
(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 give notice of the dissolution in a record to the holder of any known claim. The notice must:
(1) identify the dissolved limited liability company;
(2) describe the information required to be included in a claim;
(3) provide a mailing address to which the claim is to be sent;
(4) state the deadline, which may not be fewer than 120 days from the effective date of the notice, by which the dissolved limited liability company must receive the claim; and
(5) state that if not sooner barred, the claim will be barred if not received by the deadline.
(c) Unless sooner barred by any other statute limiting actions, a claim against a dissolved limited liability company is barred:
(1) if a claimant who was given notice under subsection (b) does not deliver the claim to the dissolved limited liability company by the deadline; or
(2) if a claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.
(d) For purposes of this section, known claim or claim includes unliquidated claims, but does not include a contingent liability that has not matured so that there is no immediate right to bring suit or a claim based on an event occurring after the effective date of dissolution.
(e) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.
(Act 2014-144, p. 265, §1; Act 2021-299, §5.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 7 - Dissolution, Winding Up, and Reinstatement. › Section 10A-5A-7.06 - Application of Assets in Winding Up Limited Liability Company's Activities and Affairs.

Section 10A-5A-7.06
Application of assets in winding up limited liability company's 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 liabilities of the limited liability company.
(b) After a limited liability company complies with subsection (a), any surplus must be distributed:
(1) first, to each person owning a transferable interest that reflects contributions made on account of the transferable interest and not previously returned, an amount equal to the value of the person's unreturned contributions; and
(2) then to each person owning a transferable interest in the proportions in which the owners of transferable interests share in distributions before dissolution.
(c) If the limited liability company does not have sufficient surplus to comply with subsection (b)(1), any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.
(Act 2014-144, p. 265, §1; Act 2021-299, §5.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 7 - Dissolution, Winding Up, and Reinstatement. › Section 10A-5A-7.07 - Reinstatement After Dissolution.

Section 10A-5A-7.07
Reinstatement after dissolution.
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 limited liability company agreement; or
(2) if the limited liability company agreement does not state the consent required for reinstatement, sufficient for dissolution under the limited liability company agreement; or
(3) if the limited liability company agreement neither states the consent required for reinstatement nor for dissolution, sufficient for dissolution under this chapter;
(b) in the case of a written objection to reinstatement having been delivered to the limited liability company before or at the time of the consent required by subsection (a) by the members or other persons having authority under the limited liability company agreement to bring about or prevent dissolution of the limited liability company, those members or persons withdrawing that written objection effective at the time of the consent required by subsection (a);
(c) in the case of a limited liability company dissolved in a judicial proceeding initiated by one or more of the members, the consent of each of those members shall have been obtained and shall be included in the consent required by subsection (a); and
(d) the filing of a certificate of reinstatement in accordance with Section 10A-5A-7.08.
(Act 2014-144, p. 265, §1; Act 2021-299, §5.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 7 - Dissolution, Winding Up, and Reinstatement. › Section 10A-5A-7.08 - Certificate of Reinstatement.

Section 10A-5A-7.08
Certificate of reinstatement.
(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 company's certificate of formation. The certificate of reinstatement shall state:
(1) the name of the limited liability company before reinstatement;
(2) the name of the limited liability company following reinstatement, which limited liability company name shall comply with Section 10A-5A-7.09;
(3) the date of formation of the limited liability company;
(4) the date of dissolution of the limited liability company, if known;
(5) a statement that all applicable conditions of Section 10A-5A-7.07 have been satisfied;
(6) the address of the registered office and the name of the registered agent at that address in compliance with Article 5 of Chapter 1; and
(7) The unique identifying number or other designation as assigned by the Secretary of State.
(b) A limited liability company shall not be required to file a statement of dissolution in order to file a certificate of reinstatement.
(c) A certificate of reinstatement shall be deemed to be a filing instrument under Chapter 1.
(Act 2014-144, p. 265, §1; Act 2020-73, §10.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 7 - Dissolution, Winding Up, and Reinstatement. › Section 10A-5A-7.09 - Limited Liability Company Name Upon Reinstatement.

Section 10A-5A-7.09
Limited liability company name upon reinstatement.
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 company following reinstatement shall be that limited liability company name at the time of reinstatement.
(b) If the limited liability company is listed in the Secretary of State's records as a limited liability company that has been dissolved, then the name of a limited liability company following reinstatement shall be that limited liability company name at the time of reinstatement if that limited liability company name complies with Article 5 of Chapter 1 at the time of reinstatement. If that limited liability company name does not comply with Article 5 of Chapter 1, the name of the limited liability company following reinstatement shall be that limited liability company name followed by the word "reinstated."
(c) A limited liability company shall not be required to file a statement of dissolution in order to retain or obtain the name of the limited liability company.
(Act 2014-144, p. 265, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 7 - Dissolution, Winding Up, and Reinstatement. › Section 10A-5A-7.10 - Effect of Reinstatement.

Section 10A-5A-7.10
Effect of reinstatement.
(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, the limited liability company after the dissolution shall be determined as if the dissolution had never occurred.
(b) The rights of persons acting in reliance on the dissolution before those persons had notice of the reinstatement shall not be adversely affected by the reinstatement.
(Act 2014-144, p. 265, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 8 - Limited Liabilty Companies Performing Professional Services. › Section 10A-5A-8.01 - Special Rules for Limited Liability Companies Performing Professional Services.

Section 10A-5A-8.01
Special rules for limited liability companies performing professional 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 company shall be liable for any negligent or wrongful act or omission in which the individual personally participates to the same extent the individual would be liable if the individual rendered the services as a sole practitioner.
(c) Except as otherwise provided in subsection (b), the personal liability of a member of any limited liability company engaged in providing professional services shall be governed by Section 10A-5A-3.01.
(d) The personal liability of a member, manager, or employee of a foreign limited liability company engaged in providing professional services shall be determined under the law of the jurisdiction in which the foreign limited liability company is organized.
(e) Nothing in this article shall restrict or limit in any manner the authority or duty of a licensing authority with respect to individuals rendering a professional service within the jurisdiction of the licensing authority. Nothing in this article shall restrict or limit any law, rule, or regulation pertaining to standards of professional conduct.
(f) Nothing in this article shall limit the authority of a licensing authority to impose requirements in addition to those stated in this chapter on any limited liability company or foreign limited liability company rendering professional services within the jurisdiction of the licensing authority.
(g) A member's transferrable interest in a limited liability company organized to render professional services may be voluntarily transferred only to a qualified person.
(Act 2014-144, p. 265, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 9 - Actions by Members. › Section 10A-5A-9.01 - Direct Action by Members.

Section 10A-5A-9.01
Direct action by members.
(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 limited liability company agreement or this chapter or arising independently of the membership relationship.
(b) A member maintaining a direct action under subsection (a) must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company, or series thereof.
(c)(1) A member may maintain a direct action to enforce a right of a limited liability company if all members at the time of suit are parties to the action.
(2) A member associated with a series may maintain a direct action to enforce a right of the series if all members associated with the series at the time of suit are parties to the action.
(d) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law.
(Act 2014-144, p. 265, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 9 - Actions by Members. › Section 10A-5A-9.02 - Right of Derivative Action.

Section 10A-5A-9.02
Right of derivative action.
(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 derivative action in the right of the series to enforce a right of the series by complying with this article.
(Act 2014-144, p. 265, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 9 - Actions by Members. › Section 10A-5A-9.03 - Standing.

Section 10A-5A-9.03
Standing.
(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) was a member of the limited liability company at the time of the act or omission of which the member complains; or
(B) whose status as a member devolved upon the person by operation of law or pursuant to the terms of the limited liability company agreement from a person who was a member at the time of the act or omission of which the member complains.
(b) A member associated with a series of a limited liability company may commence or maintain a derivative action in the right of the series only if the member:
(1) fairly and adequately represents the interests of the series in enforcing the right of the series; and
(2) either:
(A) was associated with the series at the time of the act or omission of which the member complains; or
(B) whose status as a member associated with the series devolved upon the person by operation of law or pursuant to the terms of the limited liability company agreement from a person who was a member associated with the series at the time of the act or omission of which the member complains.
(Act 2014-144, p. 265, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 9 - Actions by Members. › Section 10A-5A-9.04 - Demand.

Section 10A-5A-9.04
Demand.
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 limited liability company or the series, as the case may be, does not bring the action within a reasonable time; or
(b) a demand under subsection (a) would be futile.
(Act 2014-144, p. 265, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 9 - Actions by Members. › Section 10A-5A-9.05 - Pleading.

Section 10A-5A-9.05
Pleading.
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.
(Act 2014-144, p. 265, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 9 - Actions by Members. › Section 10A-5A-9.06 - Stay of Proceedings.

Section 10A-5A-9.06
Stay of proceedings.
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 court deems appropriate.
(Act 2014-144, p. 265, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 9 - Actions by Members. › Section 10A-5A-9.07 - Discontinuance or Settlement.

Section 10A-5A-9.07
Discontinuance or settlement.
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 the case may be, in such manner as the court directs.
(Act 2014-144, p. 265, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 9 - Actions by Members. › Section 10A-5A-9.08 - Proceeds and Expenses.

Section 10A-5A-9.08
Proceeds and expenses.
(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
(2) if the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited liability company or series thereof, as the case may be.
(b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from the recovery of the limited liability company or the series thereof, as the case may be.
(Act 2014-144, p. 265, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 9 - Actions by Members. › Section 10A-5A-9.09 - Applicability to Foreign Limited Liability Companies.

Section 10A-5A-9.09
Applicability to foreign limited liability companies.
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 covered by Sections 10A-5A-9.02 through 10A-5A-9.08 shall be governed by the law of the jurisdiction under which the foreign limited liability company was formed; except that any matters raised in the action covered by Sections 10A-5A-9.06, 10A-5A-9.07, and 10A-5A-9.08 shall be governed by the law of this state.
(Act 2014-144, p. 265, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 10 - Conversions and Mergers. › Section 10A-5A-10.01 - Conversion.

Section 10A-5A-10.01
Conversion.
(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 plan of conversion, if:
(1) the governing statute of the organization that is not a limited liability company authorizes the conversion;
(2) the law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and
(3) the converting organization and the converted organization each comply with the governing statute and organizational documents applicable to that organization in effecting the conversion.
(b) A plan of conversion must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;
(2) the name, type of organization, and mailing address of the principal office of the converted organization after conversion;
(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration allowed in Section 10A-5A-10.01(c); and
(4) the organizational documents of the converted organization.
(c) In connection with a conversion, rights or securities of or interests in the converting organization may be exchanged for or converted into cash, property, or rights or securities of or interests in the converted organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another organization or may be cancelled.
(Act 2014-144, p. 265, §1; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 10 - Conversions and Mergers. › Section 10A-5A-10.02 - Action on Plan of Conversion by Converting Limited Liability Company.

Section 10A-5A-10.02
Action on plan of conversion by converting limited liability company.
(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 under Section 10A-5A-10.03, a converting limited liability company may amend the plan or abandon the planned conversion:
(1) as provided in the plan; and
(2) except as prohibited by the plan, by the same consent as was required to approve the plan.
(Act 2014-144, p. 265, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 10 - Conversions and Mergers. › Section 10A-5A-10.05 - Merger.

Section 10A-5A-10.05
Merger.
(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 merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and
(3) each of the other organizations complies with its governing statute in effecting the merger.
(b) A plan of merger must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of each constituent organization, the jurisdiction of the governing statute of each constituent organization, and the respective unique identifying number or other designation as assigned by the Secretary of State, if any, of each constituent organization;
(2) the name, type of organization, and mailing address of the principal office of the surviving organization, the unique identifying number or other designation as assigned by the Secretary of State, if any, of the surviving organization, the jurisdiction of the governing statute of the surviving organization, and, if the surviving organization is to be created pursuant to the merger, a statement to that effect;
(3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration as allowed by subsection (c);
(4) if the surviving organization is to be created pursuant to the merger, the surviving organization's organizational documents; and
(5) if the surviving organization is not to be created pursuant to the merger, any amendments to be made by the merger to the surviving organization's organizational documents.
(c) In connection with a merger, rights or securities of or interests in a constituent organization may be exchanged for or converted into cash, property, or rights or securities of or interests in the surviving organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another organization or may be cancelled.
(Act 2014-144, p. 265, §1; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 10 - Conversions and Mergers. › Section 10A-5A-10.06 - Action on Plan of Merger by Constituent Limited Liability Company.

Section 10A-5A-10.06
Action on plan of merger by constituent limited liability company.
(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 Section 10A-5A-10.07, a constituent limited liability company may amend the plan or abandon the merger:
(1) as provided in the plan; and
(2) except as prohibited by the plan, with the same consent as was required to approve the plan.
(Act 2014-144, p. 265, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 10 - Conversions and Mergers. › Section 10A-5A-10.09 - Restrictions on Approval of Mergers and Conversions.

Section 10A-5A-10.09
Restrictions on approval of mergers and conversions.
(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.
(b) A member does not give the consent required by subsection (a) merely by consenting to a provision of the limited liability company agreement that permits the limited liability company agreement to be amended with the consent of fewer than all the members.
(Act 2014-144, p. 265, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 10 - Conversions and Mergers. › Section 10A-5A-10.10 - Article Not Exclusive.

Section 10A-5A-10.10
Article not exclusive.
This article is not exclusive. This article does not preclude an entity from being converted or merged under law other than this chapter.
(Act 2014-144, p. 265, §1.)