Section 10A-5A-11.10 – Effect of Dissolution of Series.
Section 10A-5A-11.10 Effect of dissolution of series. (a) A dissolved series continues its existence as a series but may not carry on any activities and affairs except as is appropriate to wind up and liquidate its activities and affairs, including: (1) collecting the assets of the series; (2) disposing of the properties of the series […]
Section 10A-5A-11.11 – Right to Wind Up Activities and Affairs of Series.
Section 10A-5A-11.11 Right to wind up activities and affairs of series. (a) The person or persons designated in the limited liability company agreement to wind up the activities and affairs of the dissolved series shall wind up the activities and affairs of the dissolved series in accordance with Section 10A-5A-11.10. If no person or persons […]
Section 10A-5A-11.12 – Known Claims Against Dissolved Series.
Section 10A-5A-11.12 Known claims against dissolved series. (a) A dissolved series may dispose of any known claims against it by following the procedures described in subsection (b), at any time after the effective date of the dissolution of the series. (b) A dissolved series may give notice of the dissolution in a writing to the […]
Section 10A-5A-11.13 – Other Claims Against Dissolved Series.
Section 10A-5A-11.13 Other claims against dissolved series. (a) A dissolved series may publish notice of its dissolution and request that persons with claims against the dissolved series present them in accordance with the notice. (b) The notice authorized by subsection (a) must: (1) be published at least one time in a newspaper of general circulation […]
Section 10A-5A-11.14 – Application of Assets in Winding Up Series’ Activities and Affairs.
Section 10A-5A-11.14 Application of assets in winding up series’ activities and affairs. Upon the winding up of a series, the assets of the series shall be applied as follows: (a) Payment, or adequate provision for payment, shall be made to creditors of the series, including, to the extent permitted by law, members who are associated […]
Section 10A-5A-11.15 – Reinstatement After Dissolution of a Series.
Section 10A-5A-11.15 Reinstatement after dissolution of a series. A series that has been dissolved may be reinstated upon compliance with the following conditions: (a) the consent shall have been obtained from the members or other persons associated with the series entitled to consent at the time that is: (1) required for reinstatement of the series […]
Section 10A-5A-11.16 – Effect of Reinstatement.
Section 10A-5A-11.16 Effect of reinstatement. (a) Subject to subsection (b), upon reinstatement, a series shall be deemed for all purposes to have continued its activities and affairs as if dissolution had never occurred; each right inuring to, and each debt, obligation, and liability incurred by, the series after the dissolution shall be determined as if […]
Section 10A-5A-11.03 – Assets of Series.
Section 10A-5A-11.03 Assets of series. (a) Assets of a series may be held directly or indirectly, including being held in the name of the series or in the name of the limited liability company. (b) If the records of a series are maintained in a manner so that the assets of the series can be […]
Section 10A-5A-11.04 – Statement of Limitation on Liabilities of Series.
Section 10A-5A-11.04 Statement of limitation on liabilities of series. The statement of limitation on liabilities of a series required by Section 10A-5A-11.02(b)(3) is sufficient regardless of whether: (a) the limited liability company has established any series under this chapter when the statement of limitations is contained in the certificate of formation; and (b) the statement […]
Section 10A-5A-11.05 – Member’s Power to Dissociate as a Member Associated With a Series; Wrongful Dissociation.
Section 10A-5A-11.05 Member’s power to dissociate as a member associated with a series; wrongful dissociation. (a) A person has the power to dissociate as a member associated with a series. (b) A person’s dissociation from a series is wrongful only if: (1) it is in breach of an express provision of the limited liability company […]