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 […]
Section 10A-5A-11.09 – Event Requiring Dissolution.
Section 10A-5A-11.09 Event requiring dissolution. A series is dissolved and its activities and affairs shall be wound up upon the first to occur of the following: (a) the dissolution of the limited liability company under Section 10A-5A-7.01; (b) an event or circumstance that the limited liability company agreement states causes dissolution of the series; (c) […]
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 […]