Section 10A-5A-1.01 Short title. This chapter and Chapter 1, to the extent applicable to limited liability companies, shall be known and may be cited as the Alabama Limited Liability Company Law. (Act 2014-144, p. 265, §1; Act 2019-304, §1.)
Section 10A-5A-1.02 Definitions. As used in this chapter, unless the context otherwise requires, the following terms mean: (a) CERTIFICATE OF FORMATION, with respect to a limited liability company, means the certificate provided for by Section 10A-5A-2.01, and the certificate as amended or restated. (b) CONSTITUENT LIMITED LIABILITY COMPANY means a constituent organization that is a […]
Section 10A-5A-1.03 Knowledge; notice. (a) A person knows a fact when the person: (1) has actual knowledge of it; or (2) is deemed to know it under law other than this chapter. (b) A person has notice of a fact when the person: (1) knows of it; (2) receives notification of it; (3) has reason […]
Section 10A-5A-1.04 Powers and privileges. (a) A limited liability company is a separate legal entity. A limited liability company’s status for tax purposes shall not affect its status as a separate legal entity formed under this chapter. (b) A limited liability company shall possess and may exercise all the powers and privileges granted and enumerated […]
Section 10A-5A-1.05 Governing law. (a) The law of this state governs: (1) the organization and internal affairs of a limited liability company, or series thereof; (2) the liability of a member as a member for the debts, obligations, or other liabilities of a limited liability company, or series thereof; (3) the authority of the members […]
Section 10A-5A-1.06 Rules of construction. (a) It is the policy of this chapter and this state to give maximum effect to the principles of freedom of contract and to the enforceability of limited liability company agreements. (b) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (c) […]
Section 10A-5A-1.07 Application of partnership provisions to limited liability companies; classification for federal income tax purposes. Subject to Section 10A-5A-3.01: (a) The terms “partnership” and “limited partnership,” when used in any chapter or title other than the Alabama Limited Liability Company Law of 2014, the Alabama General Partnership Law, and the Alabama Limited Partnership Law, […]
Section 10A-5A-1.08 Limited liability company agreement – Scope; function; and limitations. (a) Except as otherwise provided in subsections (b) and (c): (1) the limited liability company agreement governs relations among the members as members and between the members and the limited liability company; and (2) to the extent the limited liability company agreement does not […]
Section 10A-5A-1.09 Limited liability company agreement – Effect on limited liability company and persons admitted as members. (a) A limited liability company is bound by and may enforce the limited liability company agreement, whether or not the limited liability company has itself manifested assent to the limited liability company agreement. (b) A person that is […]
Section 10A-5A-1.10 Limited liability company agreement – Effect on third parties and relationship to writings effective on behalf of limited liability company. (a) If a limited liability company agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the limited […]
