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.
Forwarded to Governor at 3:30 p.m. on March 4, 2014.
Assigned Act No. 2014-144.
Clerk of the House Certification
Signature Requested
Enrolled
Concurred in Second House Amendment
DeMarco motion to Concur In and Adopt adopted Roll Call 495
Concurrence Requested
Motion to Read a Third Time and Pass adopted Roll Call 615
Smitherman motion to Adopt adopted Roll Call 614
Judiciary Amendment Offered
Third Reading Passed
Read for the second time and placed on the calendar 1 amendment
Read for the first time and referred to the Senate committee on Judiciary
Engrossed
Motion to Read a Third Time and Pass adopted Roll Call 249
Motion to Adopt adopted Roll Call 248
JUDY 2nd Amendment Offered
Motion to Adopt adopted Roll Call 247
JUDY 1st Amendment Offered
Third Reading Passed
Read for the second time and placed on the calendar 2 amendments
Read for the first time and referred to the House of Representatives committee on Judiciary
Source: Alabama Legislature