reglab/statecodes huggingface dataset:
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 6 - Transfer of Membership Interest. › Section 10A-5-6.03 - Right of Assignee to Become Member. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-6.03
Right of assignee to become member. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.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 evidenced in any manner specified in the operating agreement, but in the absence of such a specification, consent shall be evidenced by a written instrument, dated and signed by the member.
(2) The assignor of a membership interest is not released from liability to the limited liability company under Section 10A-5-5.02, whether or not the assignee becomes a member.
(3) A member who assigns the member's entire interest in the limited liability company ceases to be a member or to have the power to exercise any rights of a member when any assignee of the interest becomes a member with respect to the assigned interest.
(b) An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the governing documents and this chapter. An assignee who becomes a member also is liable for the obligations of the assignor to make contributions as provided in Section 10A-5-5.02. The assignee is not obligated for liabilities that are unknown to the assignee at the time of becoming a member.
(Acts 1993, No. 93-724, p. 1425, §33; §10-12-33; amended and renumbered by Act 2009-513, p. 967, §234.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 6 - Transfer of Membership Interest. › Section 10A-5-6.04 - Death or Incompetency of Member. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-6.04
Death or incompetency of member. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.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 member's personal representative, conservator, legal representative, heirs, or legatees may exercise all the member's financial rights for the purpose of settling the member's estate or administering the member's property, including any power the member had to transfer the membership interest.
(2) If a member is a corporation, limited liability company, trust, general partnership, limited partnership, registered limited liability partnership, custodianship, or other entity and is dissolved or terminated, the financial rights of that member may be exercised by the legal representative or successor of that member.
(b) The personal representative, conservator, legal representative, heirs, or legatees of a deceased or incompetent member shall have the same rights and duties with respect to the inspection and copying of the books and records of the limited liability company that a member would have under Sections 10A-1-3.31, 10A-1-3.32, and 10A-5-2.06 and subdivision (1) of subsection (k) of Section 10A-5-3.03. The duties of care and loyalty specified in Section 10A-5-3.03, including any modifications specified therein, shall inure to the benefit of the personal representative, conservator, legal representative, heirs, or legatees of a deceased or incompetent member.
(Acts 1993, No. 93-724, p. 1425, §34; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-34; amended and renumbered by Act 2009-513, p. 967, §234.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 6 - Transfer of Membership Interest. › Section 10A-5-6.05 - Member's Financial Rights Subject to Charging Order. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-6.05
Member's financial rights subject to charging order. REPEALED IN THE 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 judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of financial rights. This section shall be the sole and exclusive remedy of a judgment creditor with respect to the judgment debtor's membership interest.
(b) This chapter does not deprive any member of the benefit of any exemption laws applicable to the member's limited liability company interest.
(Acts 1993, No. 93-724, p. 1425, §35; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-35; amended and renumbered by Act 2009-513, p. 967, §234.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 7 - Dissolution. › Section 10A-5-7.01 - Events of Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-7.01
Events of dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 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 no remaining member, unless either of the following applies:
a. The holders of all the financial rights in the limited liability company agree in writing, within 90 days after the cessation of membership of the last member, to continue the legal existence and business of the limited liability company and to appoint one or more new members.
b. The legal existence and business of the limited liability company is continued and one or more new members are appointed in the manner stated in the governing documents.
(4) When the limited liability company is not the successor limited liability company in the merger or consolidation with one or more limited liability companies or other entities.
(5) Entry of a decree of judicial dissolution under Section 10A-5-7.02.
(Acts 1993, No. 93-724, p. 1425, §37; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-37; amended and renumbered by Act 2009-513, p. 967, §236.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 7 - Dissolution. › Section 10A-5-7.02 - Judicial Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-7.02
Judicial dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 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 conformity with the governing documents.
(Acts 1993, No. 93-724, p. 1425, §38; §10-12-38; amended and renumbered by Act 2009-513, p. 967, §236.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 7 - Dissolution. › Section 10A-5-7.03 - Winding Up. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-7.03
Winding up. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 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's business may: Preserve the company business or property as a going concern for a reasonable time; prosecute and defend actions and proceedings, whether civil, criminal, or administrative; settle and close the limited liability company's business; dispose of and transfer property; discharge the limited liability company's liabilities; distribute the assets of the limited liability company pursuant to Section 10A-5-7.05; and perform other necessary and appropriate acts.
(Acts 1993, No. 93-724, p. 1425, §39; §10-12-39; amended and renumbered by Act 2009-513, p. 967, §236.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 7 - Dissolution. › Section 10A-5-7.04 - Survival of Remedy After Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-7.04
Survival of remedy after dissolution. REPEALED IN THE 2014 REGULAR 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 company does not:
(1) Transfer title to the limited liability company assets.
(2) Terminate or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution.
(3) Terminate the authority of the registered agent of the limited liability company.
(Acts 1993, No. 93-724, p. 1425, §40; §10-12-40; amended and renumbered by Act 2009-513, p. 967, §236.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 7 - Dissolution. › Section 10A-5-7.05 - Distribution of Assets Upon Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-7.05
Distribution of assets upon dissolution. REPEALED IN THE 2014 REGULAR 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 by Section 10A-5-3.01 or otherwise permitted by law, in order of priority as provided by law, except those liabilities to members of the limited liability company for interim distributions or on account of their contributions.
(2) Except as otherwise provided in the governing documents, to members of the limited liability company and former members for interim distributions and in respect of their contributions.
(3) Except as otherwise provided in the governing documents, to members first for the return of their contributions and second with respect to their interests in the limited liability company, in the proportions in which the members share in distributions.
(Acts 1993, No. 93-724, p. 1425, §41; §10-12-41; amended and renumbered by Act 2009-513, p. 967, §236.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 7 - Dissolution. › Section 10A-5-7.06 - Articles of Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-7.06
Articles of dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 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 formation was filed. The articles of dissolution shall set forth:
(1) The name of the limited liability company.
(2) The date of filing its certificate of formation.
(3) The reason for filing the articles of dissolution.
(4) The effective date of the articles of dissolution, which shall be a date certain, if they are not to be effective immediately.
(5) Any other information the members or managers filing the articles deem appropriate.
(b) The articles of dissolution and two copies shall be delivered to the judge of probate. If the judge of probate finds that the articles of dissolution conform to law and that all fees prescribed in this chapter have been paid, the judge of probate shall:
(1) Endorse on the articles of dissolution and on each copy the word "Filed" and the hour, day, month, and year of the filing.
(2) File the articles of dissolution in the office of the judge of probate and certify two copies.
(3) Issue a certificate of dissolution to which a certified copy of the articles of dissolution shall be affixed, and return the certificate of dissolution with the certified copy of the articles of dissolution affixed to the representative of the dissolved limited liability company.
(4) Within 10 days after the issuance of a certificate of dissolution, transmit to the Secretary of State a certified copy of the articles of dissolution, indicating the place, date, and time of filing of the certificate.
(Acts 1993, No. 93-724, p. 1425, §42; §10-12-42; amended and renumbered by Act 2009-513, p. 967, §236.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 9 - Merger and Consolidation. › Section 10A-5-9.01 - Merger and Consolidation. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-9.01
Merger and consolidation. REPEALED IN THE 2014 REGULAR SESSION BY 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, the United States, or any foreign jurisdiction, with the domestic limited liability company or the other business entity being the surviving or resulting domestic limited liability company or other business entity. Except as otherwise specifically provided for in the operating agreement, a merger shall be approved by each domestic limited liability company which is to merge by all the members at the time approval of the merger is voted on.
(b) Notwithstanding prior approval, an agreement of merger may be terminated prior to filing articles of merger with the Secretary of State or amended pursuant to a provision for the termination or amendment contained in the agreement of merger.
(Acts 1993, No. 93-724, p. 1425, §54; §10-12-54; amended and renumbered by Act 2009-513, p. 967, §242.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 9 - Merger and Consolidation. › Section 10A-5-9.03 - Vesting of Certain Rights, Privileges, Powers, Property, Liabilities, and Duties. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-9.03
Vesting of certain rights, privileges, powers, property, liabilities, and 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 companies and other business entities that have merged, and all property, real, personal, and mixed, and all debts due to any of the domestic limited liability companies and other business entities, as well as all other things and causes of action belonging to each of the domestic limited liability companies and other business entities, shall be vested in the surviving or resulting domestic limited liability company or other business entity, and shall thereafter be the property of the surviving or resulting domestic limited liability company or other business entity as they were of each of the domestic limited liability companies and other business entities that have merged. The title to any real property vested by deed or otherwise in any of the domestic limited liability companies and other business entities shall not revert or be in any way impaired by reason of this chapter.
(b) All rights of creditors and all liens upon any property of any of the domestic limited liability companies and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of the domestic limited liability companies and other business entities that have merged shall attach to the surviving or resulting domestic limited liability company or other business entity, and may be enforced against it to the same extent as if the debts, liabilities, and duties had been incurred or contracted by it.
(c) Unless otherwise provided in the articles of merger, a merger, of a domestic limited liability company, including a domestic limited liability company which is not the surviving or resulting entity in the merger, shall not require the domestic limited liability company to wind up its business and affairs, or pay its liabilities and distribute its assets.
(Acts 1993, No. 93-724, p. 1425, §56; §10-12-56; amended and renumbered by Act 2009-513, p. 967, §242.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 9 - Merger and Consolidation. › Section 10A-5-9.04 - Recording of Articles of Merger; Effect When Secretary of State Files Articles; Copy of Certified Articles Conclusive Evidence of Matters. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-9.04
Recording of articles of merger; effect when Secretary of State files 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 judge of probate in the county in which the limited liability company is required to file its certificate of formation and in each county in which a limited liability company which is a party to the merger is required to file its certificate of formation; provided, however, that when the articles are filed by the Secretary of State, the matters covered by the articles shall be effective as stated therein, and a copy of the articles certified by the Secretary of State shall be conclusive evidence of the matters covered therein.
(Acts 1993, No. 93-724, p. 1425, §57; §10-12-57; amended and renumbered by Act 2009-513, p. 967, §242.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 9 - Merger and Consolidation. › Section 10A-5-9.05 - Applicability of Article 11 of Chapter 2; Merger and Conversion Provisions to Limited Liability Companies Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-9.05
Applicability of Article 11 of Chapter 2; merger and conversion 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 corporations, shall apply to mergers between corporations, domestic limited liability companies, and other business entities as defined by this chapter. Domestic limited liability companies and other business entities shall be treated as corporations for the purposes of applying the procedures, requirements, and effects prescribed in that article.
(Acts 1993, No. 93-724, p. 1425, §58; §10-12-58; amended and renumbered by Act 2009-513, p. 967, §242.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 9 - Merger and Consolidation. › Section 10A-5-9.06 - Nonexclusivity. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-9.06
Nonexclusivity. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 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.
(Act 2009-513, p. 967, §243.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 1 - General Provisions. › Section 10A-5A-1.01 - Short Title.

Section 10A-5A-1.01
Short title.
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.
(Act 2014-144, p. 265, §1; Act 2019-304, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 1 - General Provisions. › Section 10A-5A-1.03 - Knowledge; Notice.

Section 10A-5A-1.03
Knowledge; notice.
(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 of the facts known to the person at the time in question; or
(4) is deemed to have notice of the fact under subsection (d).
(c) A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.
(d) A person is deemed to have notice of a limited liability company's:
(1) matters included in the certificate of formation under Sections 10A-5A-2.01(a)(1), (a)(2), (a)(3), (a)(4) and, if applicable, (a)(5) upon filing;
(2) dissolution, 90 days after a statement of dissolution under Section 10A-5A-7.02(b)(1) becomes effective;
(3) merger or conversion, 90 days after a statement of merger or statement of conversion under Article 10 becomes effective; and
(4) reinstatement, 90 days after a certificate of reinstatement under Section 10A-5A-7.08 becomes effective.
(e) A member's knowledge, notice or receipt of a notification of a fact relating to the limited liability company is not knowledge, notice or receipt of a notification of a fact by the limited liability company solely by reason of the member's capacity 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 1 - General Provisions. › Section 10A-5A-1.04 - Powers and Privileges.

Section 10A-5A-1.04
Powers and privileges.
(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 privileges granted and enumerated by Chapter 1 or by any other law or by its limited liability company agreement, together with any powers incidental thereto, including those powers and privileges necessary or convenient to the conduct, promotion, or attainment of the business, purposes, or activities and affairs of the limited liability company.
(c) A limited liability company may carry on any lawful activity, whether or not for profit.
(d) A series established under this chapter has the power and capacity, in the series' own name, to:
(1) sue and be sued;
(2) contract;
(3) hold and convey title to assets of the series, including real property, personal property, and intangible property; and
(4) grant liens and security interests in assets of the 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 1 - General Provisions. › Section 10A-5A-1.05 - Governing Law.

Section 10A-5A-1.05
Governing law.
(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 authority of the members and agents of a limited liability company, or series thereof; and
(4) the availability and liability of the assets of a series or the limited liability company for the obligations of another series or the limited liability company.
(b) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs:
(1) the organization and internal affairs of a foreign limited liability company, or series thereof;
(2) the liability of a member as a member for the debts, obligations, or other liabilities of a foreign limited liability company, or series thereof;
(3) the authority of the members and agents of a foreign limited liability company, or series thereof; and
(4) the availability and liability of the assets of a series or the foreign limited liability company for the obligations of another series or the foreign limited liability company.
(Act 2014-144, p. 265, §1; Act 2015-165, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 1 - General Provisions. › Section 10A-5A-1.06 - Rules of Construction.

Section 10A-5A-1.06
Rules of construction.
(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 supplement this chapter.
(c) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
(d) The use of any gender shall be applicable to all genders. The captions contained in this chapter are for purposes of convenience only and shall not control or affect the construction of this chapter.
(e) Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto, do not apply to any interest in a limited liability company, including all rights, powers, and interests arising under a limited liability company agreement or this chapter. This provision prevails over Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto, and is expressly intended to permit the enforcement of the provisions of a limited liability company agreement that would otherwise be ineffective under Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto.
(f) Division E of Article 3 of Chapter 1 of this title shall have no application to this chapter.
(g) The terms president, vice president, secretary, and treasurer, as defined in Chapter 1, shall have no application to this chapter.
(h) Section 10A-1-2.13(c) shall have no application to this chapter.
(Act 2014-144, p. 265, §1; Act 2015-165, p. 436, §1; Act 2018-125, §6.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 1 - General Provisions. › Section 10A-5A-1.07 - Application of Partnership Provisions to Limited Liability Companies; Classification for Federal Income Tax Purposes.

Section 10A-5A-1.07
Application of partnership provisions to limited liability companies; 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 Alabama Limited Partnership Law, and any successors of those laws, include a limited liability company organized under this chapter, unless the context requires otherwise.
(b) Notwithstanding subsection (a), for purposes of taxation, other than Chapter 14A of Title 40, a limited liability company or foreign limited liability company shall be treated as a partnership unless it is classified otherwise for federal income tax purposes, in which case it shall be classified in the same manner as it is for federal income tax purposes.
(Act 2014-144, p. 265, §1; Act 2015-165, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5A - Alabama Limited Liability Company Law of 2014. › Article 1 - General Provisions. › Section 10A-5A-1.09 - Limited Liability Company Agreement - Effect on Limited Liability Company and Persons Admitted as Members.

Section 10A-5A-1.09
Limited liability company agreement - Effect on limited liability 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 admitted as a member of a limited liability company becomes a party to and assents to the limited liability company agreement except as provided in Section 10A-5A-4.04(c).
(c) Two or more persons intending to be the initial members of a limited liability company may make an agreement providing that upon the formation of the limited liability company, the agreement will become the limited liability company agreement. One person intending to be the initial member of a limited liability company may assent to terms providing that upon the formation of the limited liability company the terms will become the limited liability company agreement.
(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 1 - General Provisions. › Section 10A-5A-1.10 - Limited Liability Company Agreement - Effect on Third Parties and Relationship to Writings Effective on Behalf of Limited Liability Company.

Section 10A-5A-1.10
Limited liability company agreement - Effect on third parties and 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 agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by law, except that the approval of any person may be waived by that person and any conditions may be waived by all persons for whose benefit those conditions were intended.
(b) A limited liability company agreement may provide rights to any person, including a person who is not a party to the limited liability company agreement, to the extent set forth in the limited liability company agreement.
(c) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or dissociated member are governed by the limited liability company agreement. A transferee and a dissociated member are bound by the limited liability company agreement.
(d) If a writing that has been delivered by a limited liability company for filing in accordance with Chapter 1 and has become effective conflicts with a provision of the limited liability company agreement:
(1) The limited liability company agreement prevails as to members, dissociated members, and transferees; and
(2) The writing prevails as to other persons to the extent they reasonably rely on the writing.
(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 2 - Formation. › Section 10A-5A-2.01 - Formation.

Section 10A-5A-2.01
Formation.
(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 formation shall set forth:
(1) the name of the limited liability company, which must comply with Article 5 of Chapter 1;
(2) the address of the registered office required by Article 5 of Chapter 1;
(3) the name of the registered agent at the registered office required by Article 5 of Chapter 1;
(4) a statement that there is at least one member of the limited liability company;
(5) if applicable, a statement as provided in Section 10A-5A-11.02(b)(3); and
(6) any other matters the members determine to include therein.
(b) A limited liability company is formed when its certificate of formation becomes effective in accordance with Article 4 of Chapter 1.
(c) The fact that a certificate of formation has been filed and is effective in accordance with Article 4 of Chapter 1 is notice of the matters required to be included by subsections (a)(1), (a)(2), (a)(3), and (a)(4) and if applicable, (a)(5), but is not notice of any other fact.
(d) A limited liability company agreement shall be entered into either before, after, or at the time of the filing of the certificate of formation and, whether entered into before, after, or at the time of the filing, may be made effective as of the filing of the certificate of formation or at any other time or date provided in the limited liability company agreement.
(e) A certificate of formation shall be delivered for filing to the Secretary of State.
(Act 2014-144, p. 265, §1; 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 2 - Formation. › Section 10A-5A-2.02 - Amendment or Restatement of Certificate of Formation.

Section 10A-5A-2.02
Amendment or restatement of certificate of formation.
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 liability company must deliver a certificate of amendment for filing to the Secretary of State which certificate of amendment shall state:
(1) the name of the limited liability company;
(2) the unique identifying number or other designation as assigned by the Secretary of State; and
(3) the changes the amendment makes to the certificate of formation as most recently amended or restated.
(d) To restate its certificate of formation, a limited liability company must deliver a restated certificate of formation for filing to the Secretary of State. A restated certificate of formation must:
(1) be designated as such in the heading;
(2) state the limited liability company's name;
(3) state the unique identifying number or other designation as assigned by the Secretary of State; and
(4) set forth any amendment or change effected in connection with the restatement of the certificate of formation.
Any such restatement that effects an amendment shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect the amendment or change.
(e) The original certificate of formation, as theretofore amended, shall be superseded by the restated certificate of formation and thenceforth, the restated certificate of formation, including any further amendment or changes made thereby, shall be the certificate of formation of the limited liability company, but the original effective date of formation shall remain unchanged.
(f) An amended or restated certificate of formation may contain only provisions that would be permitted at the time of the amendment if the amended or restated certificate of formation were a newly filed original certificate of formation.
(Act 2014-144, p. 265, §1; 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 2 - Formation. › Section 10A-5A-2.03 - Effect of Filing Amendment or Restatement of Certificate of Formation.

Section 10A-5A-2.03
Effect of filing amendment or restatement of certificate of formation.
(a) The filing of a certificate of amendment to the certificate of formation shall have the effect, and shall take effect, as provided in Section 10A-1-3.14.
(b) The filing of a restated certificate of formation shall have the effect, and shall take effect, as provided in Section 10A-1-3.18.
(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 2 - Formation. › Section 10A-5A-2.04 - Execution of Documents - Signing Requirements.

Section 10A-5A-2.04
Execution of documents - Signing requirements.
(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 limited liability company must be signed by a person authorized by the limited liability company.
(3) A writing filed on behalf of a dissolved limited liability company that has no members must be signed by the person winding up the limited liability company's activities and affairs under Section 10A-5A-7.03 or a person appointed or designated under Section 10A-5A-7.03 to wind up those activities and affairs.
(4) Any other writing must be signed by the person on whose behalf the writing is delivered to the Secretary of State.
(b) Any writing to be filed under this chapter may be signed by an agent, including an attorney-in-fact. Powers of attorney relating to the signing of the writing need not be delivered to the Secretary of State.
(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 2 - Formation. › Section 10A-5A-2.05 - Execution of Documents - Unsigned Documents.

Section 10A-5A-2.05
Execution of documents - Unsigned documents.
(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 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, to order:
(1) the person to sign the writing;
(2) the person to deliver the writing to the filing officer for filing; or
(3) the filing officer to file the writing unsigned.
(b) If a petitioner under subsection (a) is not the limited liability company or foreign limited liability company to whom the writing pertains, the petitioner shall make the limited liability company or foreign limited liability company a party to the action. A person aggrieved under subsection (a) may seek the remedies provided in subsection (a) in a separate action against the person required to sign or deliver the writing or as a part of any other action concerning the limited liability company or foreign limited liability company in which the person required to sign or deliver the writing is made a party.
(c) A writing filed unsigned pursuant to this section is effective without being signed.
(d) A court may award reasonable expenses, including reasonable attorneys' fees, to the party or parties who prevail, in whole or in part, with respect to any claim made under subsection (a).
(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 2 - Formation. › Section 10A-5A-2.06 - Certificate of Existence or Qualification.

Section 10A-5A-2.06
Certificate of existence or qualification.
(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 under the laws of this state. A certificate of existence shall reflect only the information on file with the Secretary of State. A certificate of existence must state:
(1) the limited liability company's name;
(2) that the limited liability company was formed under the laws of this state, the date of formation, and the filing office in which the certificate of formation was filed;
(3) whether the limited liability company has delivered to the Secretary of State for filing a statement of dissolution;
(4) whether the limited liability company has delivered to the Secretary of State for filing a certificate of reinstatement;
(5) the unique identifying number or other designation as assigned by the Secretary of State; and
(6) other facts of record in the office of the Secretary of State that are specified by the person requesting the certificate.
(b) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of qualification for a foreign limited liability company if the writings filed in the office of the Secretary of State show that the Secretary of State has filed an application for registration for authority to conduct activities and affairs in this state and the registration has not been revoked, withdrawn, or terminated. A certificate of qualification must state:
(1) the foreign limited liability company's name and any alternate name adopted for use in this state;
(2) that the foreign limited liability company is authorized to conduct activities and affairs in this state;
(3) that the Secretary of State has not revoked the foreign limited liability company's registration;
(4) that the foreign limited liability company has not filed with the Secretary of State a certificate of withdrawal or otherwise terminated its registration;
(5) the unique identifying number or other designation as assigned by the Secretary of State; and
(6) other facts of record in the office of the Secretary of State that are specified by the person requesting the certificate.
(c) Subject to any qualification stated in the certificate, a certificate of existence or certificate of qualification issued by the Secretary of State is conclusive evidence that the limited liability company is in existence or the foreign limited liability company is authorized to conduct activities and affairs in this state.
(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 3 - Relations of Members to Persons Dealing With Limited Liability Company. › Section 10A-5A-3.01 - Liability of Members to Third Parties.

Section 10A-5A-3.01
Liability of members to third parties.
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, agent, or employee of the limited liability company or a series thereof.
(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 3 - Relations of Members to Persons Dealing With Limited Liability Company. › Section 10A-5A-3.02 - Power to Bind Limited Liability Company.

Section 10A-5A-3.02
Power to bind limited liability company.
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) to the extent the person is authorized to act as the agent of the limited liability company or a series thereof pursuant to Sections 10A-5A-4.07, 10A-5A-7.03 or 10A-5A-11.11; or
(c) to the extent provided by law other than this chapter.
(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-4.01 - Admission of Members.

Section 10A-5A-4.01
Admission of members.
(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 provided in the limited liability company agreement;
(2) as the result of a transaction effective under Article 10 of this chapter or Article 8 of Chapter 1;
(3) with the consent of all the members; or
(4) as provided in Section 10A-5A-7.01(c)(1) or (c)(2).
(c) A person may be admitted as a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company. A person may be admitted as the sole member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company.
(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 4 - Relations of Members to Each Other and to the Limited Liability Company. › Section 10A-5A-4.02 - Limited Liability Company Property.

Section 10A-5A-4.02
Limited liability company property.
A member has no interest in any specific property of a limited liability company or a series thereof.
(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-4.03 - Contribution.

Section 10A-5A-4.03
Contribution.
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.
(Act 2014-144, p. 265, §1.)