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-12.03 – Interstate Application.
Section 10A-5A-12.03 Interstate application. A limited liability company formed and existing under this chapter may conduct its activities and affairs, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction. (Act 2014-144, p. 265, §1.)
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-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-7.08 – Certificate of Reinstatement.
Section 10A-5A-7.08 Certificate of reinstatement. (a) In order to reinstate a limited liability company under this article, a certificate of reinstatement shall be delivered for filing to the Secretary of State which certificate of reinstatement shall have attached thereto a true and complete copy of the limited liability company’s certificate of formation. The certificate of […]
Section 10A-5A-10.03 – Filings Required for Conversion; Effective Date.
Section 10A-5A-10.03 Filings required for conversion; effective date. (a) After a plan of conversion is approved: (1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), which statement of […]