HB2 Alabama 2014 Session

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

To add Chapter 5A of Title 10A, comprised of Sections 10A-5A-1.01 to 10A-5A-12.08, inclusive, to the Code of Alabama 1975; to provide further for the formation of limited liability companies; to provide what constitutes notice for purposes of the law; to provide for the powers and privileges of a limited liability company; to provide for the limited liability company agreement and the certificate of formation; to provide for the relations of members of the limited liability company to third parties dealing with the company; to provide for the transfer of an interest or other right in a limited liability company to a third party or creditor; to provide for the disassociation of a member; to provide for dissolution and reinstatement; to provide for legal actions by members; to provide for conversions and mergers; to provide for the establishment of one or more designated series of assets; to provide that this act applies only to a limited liability company formed after January 1, 2014; and to amend Sections 10A-1-1.03 and 10A-1-1.08, Code of Alabama 1975, to conform to this act; and to repeal Sections 10A-5-1.01 to 10A-5-9.06, Code of Alabama 1975, on January 1, 2016.