Section 10A-5A-12.04 – Savings Clause.
Section 10A-5A-12.04 Savings clause. (a) Except as provided in subsection (b), the repeal of a statute by this chapter does not affect: (1) the operation of the statute or any action taken under it before its repeal; (2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its […]
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-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 […]
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 […]