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 […]
Section 10A-5A-11.06 – Event Causing Dissociation of a Member Associated With a Series.
Section 10A-5A-11.06 Event causing dissociation of a member associated with a series. A person is dissociated as a member associated with a series when any of the following occurs: (a) the series has notice of the person’s express will to dissociate from the series, except if the person specifies a dissociation date later than the […]
Section 10A-5A-11.07 – Effect of Person’s Dissociation as a Member.
Section 10A-5A-11.07 Effect of person’s dissociation as a member. (a) A person who has dissociated as a member associated with a series shall have no right to participate in the direction and oversight of the activities and affairs of that series and is entitled only to receive the distributions to which that member would have […]
Section 10A-5A-11.08 – Dissolution and Winding Up of Series.
Section 10A-5A-11.08 Dissolution and winding up of series. A series may be dissolved and its activities and affairs may be wound up without causing the dissolution of the limited liability company. The dissolution and winding up of a series does not abate, suspend, or otherwise affect the limitation on liabilities of the series provided by […]