Formation.

Ala. Code tit. 10A, ch. 5, art. 2

in effect

Ala. Code § 10A-5-2.01 Formation. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-2.01. Formation. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. One or more persons may form a limited liability company by filing a certificate of formation for the limited liability company with the judge of probate of the county in which the initial registered office of the limited liability company is located pursuant to Article 3 of Chapter 1. (Acts 1993, No. 93-724, p. 1425, §9; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-9; amended and renumbered by Act 2009-513, p. 967, §218.)

Ala. Code § 10A-5-2.02 Supplemental Provisions Required in the Certificate of Formation. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-2.02. Supplemental Provisions Required in the Certificate of Formation. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. In addition to the information required for a certificate of formation by Section 10A-1-3.05, the certificate of formation of a limited liability company shall set forth: (1) The right, if given, of the member or members to admit additional members, and the terms and conditions of the admission. (2) The circumstances, if any, under which the cessation of membership of one or more members will result in dissolution of the limited liability company. (3) If the limited liability company is to be managed by one or more managers, the certificate of formation shall so state and shall set out the names and the mailing addresses of the manager or managers who are to serve as managers until their successors are elected and begin serving. (Acts 1993, No. 93-724, p. 1425, §10; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-10; amended and renumbered by Act 2009-513, p. 967, §218.)

Ala. Code § 10A-5-2.03 Amendment of Certificate of Formation. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-2.03. Amendment of Certificate of Formation. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. (a) The certificate of formation may be amended by delivering the amendment to the judge of probate in whose office the certificate of formation is filed. The amendment shall set forth: (1) The name of the limited liability company. (2) The date of filing of the certificate of formation. (3) The amendment(s). (b) Within 30 days after the happening of any of the following events, an amendment to the certificate of formation shall be filed to reflect the occurrence of such event or events: (1) There is a change in the name of the limited liability company. (2) There is a false or erroneous statement in the certificate of formation. (3) There is a change in the period of duration of the limited liability company stated in the certificate of formation. (4) The members desire to make a change in any other statement in the certificate of formation to accurately represent the agreement between them. (c) The form for evidencing an amendment to the certificate of formation of a limited liability company shall contain terms and provisions consistent with this chapter. The amendment shall be approved, unless the certificate of formation requires a greater vote, by a majority vote of the members entitled to vote. (Acts 1993, No. 93-724, p. 1425, §11; §10-12-11; amended and renumbered by Act 2009-513, p. 967, §218.)

Ala. Code § 10A-5-2.04 Execution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-2.04. Execution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. (a) Unless otherwise specified in this chapter, each filing instrument required by this chapter to be filed in the office of the judge of probate shall be executed in the following manner: (1) The certificate of formation shall be signed by one or more members named therein or an organizer. (2) An amendment shall be signed by at least one member. (3) If an amendment requires the adding of a new member, the amendment shall be signed by a person who was a member before the amendment was filed and by the new member. (4) Articles of dissolution shall be signed by at least one member, as authorized pursuant to the operating agreement. (b) Any person may sign a document required by this chapter by an attorney-in-fact, but a power of attorney relating to the admission of a member shall specify that admission of a new member is an authorized act of the attorney-in-fact. (Acts 1993, No. 93-724, p. 1425, §13; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-13; amended and renumbered by Act 2009-513, p. 967, §220.)

Ala. Code § 10A-5-2.05 Pre-formation Transactions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-2.05. Pre-formation Transactions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. A limited liability company may not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the certificate of formation has been filed. Persons engaged in prefiling activities other than those authorized by this section shall be jointly and severally liable for any debts or liabilities incurred in the course of those activities as provided in Section 10A-5-1.05. In no event shall the activities of an organizer authorized under this chapter result in liability for such person under this section. This section shall not be interpreted to invalidate any debts, contracts, or liabilities of the limited liability company incurred on behalf of the limited liability company prior to the filing of its certificate of formation. (Act 2009-513, p. 967, §222.)

Ala. Code § 10A-5-2.06 Records to Be Kept; Right of Inspection. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-2.06. Records to Be Kept; Right of Inspection. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. (a) Each limited liability company shall keep at its registered office or principal place of business in this state the following records: (1) A current list of the full name and last known business or residence street address of each member, and each manager, if any. (2) A copy of the filed certificate of formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any documents have been executed. (3) Copies of the limited liability company’s federal, state, and local income tax returns and reports, if any, for the three most recent years. (4) Copies of any then effective operating agreements including any amendments thereto. (5) Copies of any financial statements of the limited liability company for the three most recent years. (b) Those records, and any other books and records of the limited liability company, wherever situated, are subject to inspection and copying for any proper purpose at the reasonable request, and at the expense of, any member or manager or the member’s or manager’s agent or attorney during regular business hours as provided in Sections 10A-1-3.32 and 10A-1-3.33. Any agent, member, or manager of a limited liability company who, without reasonable cause, refuses to allow any member or the member’s agent or attorney to inspect or copy any books or records of the limited liability company for any proper purpose shall be personally liable to the member for a penalty in an amount not to exceed 10 percent of the fair market value of the membership interest of the member, in addition to any other damages or remedy. (Acts 1993, No. 93-724, p. 1425, §16; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-16; amended and renumbered by Act 2009-513, p. 967, §224.)

Ala. Code § 10A-5-2.07 Parties to Actions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-2.07. Parties to Actions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. Neither a member nor a manager of a limited liability company is a proper party to proceedings by or against a limited liability company, except where the object is to enforce a member’s or manager’s rights against or liability to the limited liability company. (Acts 1993, No. 93-724, p. 1425, §18; §10-12-18; amended and renumbered by Act 2009-513, p. 967, §226.)

Source: Alabama Legislature (alison.legislature.state.al.us)URL: https://alison.legislature.state.al.us/code-of-alabamaFetched: 10/20/2026