SB342 Alabama 2013 Session

Summary

Primary Sponsor

Rodger Smitherman Senator

Democrat

Session

Regular Session 2013

Title

Business entities, limited liability companies, formation of company agreement, filing, notice third parties, rights where operating agreement silent, Secs. 10A-1-1.03, 10A-1-1.08 am'd.; Secs. 10A-5-1.01 to 10A-5-9.06, inclusive, repealed; Secs. 10A-5A-1.01 to 10A-5A-12.08, inclusive, added

Description

Existing law authorizes the formation of limited liability companies and the filing of documentation of such formation with the Secretary of State.

This bill would provide further for the formation of limited liability companies by replacing the current limited liability company law with an updated Uniform Alabama Limited Liability Company Law.

This bill would clarify that a limited liability agreement is a contractual agreement between the parties to the agreement and may be modified to suit the needs of the parties.

This bill would provide that certain obligations of the contractual agreement, such as the obligation of good faith and fair dealing, could not be modified.

This bill would require a limited liability company to file with the Secretary of State certain documents providing for the formation, dissolution, merger, or conversion of the company as a means of providing notice to third parties.

This bill would provide that the right of a person to direct and oversee the activities and affairs of the limited liability company would be determined by the limited liability company agreement, and, where the agreement is silent, by the members of the company.

This bill would provide that a limited liability company may establish in its certificate of formation and its limited liability company agreement, one or more designated series of assets with which certain members may be associated and would provide that the assets of one series could not be used to satisfy the obligations of another series.

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Subjects

Business Entities