General Provisions.

Ala. Code tit. 10A, ch. 5, art. 1

in effect

Ala. Code § 10A-5-1.01 Short Title. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-1.01. Short Title. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. This chapter and the provisions of Chapter 1, to the extent applicable to limited liability companies, shall be known and may be cited as the “Alabama Limited Liability Company Law.” (Acts 1993, No. 93-724, p. 1425, §1; §10-12-1; amended and renumbered by Act 2009-513, p. 967, §211.)

Ala. Code § 10A-5-1.02 Definitions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-1.02. Definitions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. As used in this chapter, unless the context otherwise requires, the following terms mean: (1) ARTICLES OF ORGANIZATION. The filing instrument provided for by Section 10A-5-2.01, or, if it has been amended or restated, as most recently amended or restated. In the case of a foreign limited liability company, the term includes all documents serving a similar function that are required to be filed to form the limited liability company in the state or other jurisdiction where it is organized. The term articles of organization as used in this chapter is synonymous with the term certificate of formation as defined in Section 10A-1-1.03(6). In this chapter, the use of the term certificate of formation shall be deemed to include articles of organization, and vice-versa. Together with the operating agreement, the articles of organization or certificate of formation of a limited liability company constitute its governing documents within the meaning of Section 10A-1-1.03(40). (2) BUSINESS ENTITY. A corporation, limited liability company, partnership, limited partnership, registered limited liability partnership, or other entity organized to engage in business, whether for profit or not, created under the laws of the State of Alabama, predecessor law, or law of another jurisdiction. (3) FINANCIAL RIGHTS. Rights to a. share in profits and losses as provided in Section 10A-5-5.03, b. receive interim distributions as provided in Section 10A-5-5.04, and c. receive termination distributions as provided in Section 10A-5-7.05. (4) FOREIGN LIMITED LIABILITY COMPANY. An organization formed under the laws of any jurisdiction other than Alabama that is substantially similar to a limited liability company. (5) GOVERNANCE RIGHTS. All a member’s rights as a member of a limited liability company except financial rights, including without limitation, the rights to participate in the management of the limited liability company and to bind the limited liability company as provided in Section 10A-5-3.03. (6) LIMITED LIABILITY COMPANY or DOMESTIC LIMITED LIABILITY COMPANY. An organization that is formed and existing under this chapter. (7) MEMBER. A person reflected in the required records of a limited liability company as the owner of some governance rights of a membership interest in the limited liability company. (8) OPERATING AGREEMENT. A written agreement of the member or members governing the affairs of a limited liability company and the conduct of its business. The operating agreement, if entered into together with the articles of organization or certificate of formation of a limited liability company constitute its governing documents within the meaning of Section of 10A-1-1.03(40). (Acts 1993, No. 93-724, p. 1425, §2; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-2; amended and renumbered by Act 2009-513, p. 967, §211.)

Ala. Code § 10A-5-1.03 Powers. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-1.03. Powers. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. Unless its certificate of formation provides otherwise, every limited liability company has perpetual duration and succession in its name and has , without limitation, all powers enumerated in Chapter 1, including Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13. (Acts 1993, No. 93-724, p. 1425, §4; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-4; amended and renumbered by Act 2009-513, p. 967, §213.)

Ala. Code § 10A-5-1.04 Indemnification. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-1.04. Indemnification. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. Unless its certificate of formation provides otherwise, every limited liability company has the power to indemnify a member, manager, or employee or former member, manager, or employee of the limited liability company against expenses actually and reasonably incurred in connection with the defense of an action, suit, or proceeding, civil or criminal, in which the member, manager, or employee is made a party by reason of being or having been a member, manager, or employee of the limited liability company, except in relation to matters as to which the member, manager, or employee is determined in the action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty; to make any other indemnification that is authorized by the governing documents of the limited liability company or by a resolution adopted by the members after notice, unless notice is waived; and to purchase and maintain insurance on behalf of any person who is or was a member, manager, or employee of the limited liability company against any liability asserted against and incurred by the member, manager, or employee in any capacity or arising out of the member’s, manager’s, or employee’s status as such, whether or not the limited liability company would have the power to indemnify the member, manager, or employee against that liability under the provisions of this section. (Act 2009-513, p. 967, §214.)

Ala. Code § 10A-5-1.05 Unauthorized Assumption of Powers. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-1.05. Unauthorized Assumption of Powers. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. All persons who assume to act as a limited liability company without authority to do so shall be jointly and severally liable for all debts and liabilities created by their so acting. (Acts 1993, No. 93-724, p. 1425, §7; §10-12-7; amended and renumbered by Act 2009-513, p. 967, §216.)

Ala. Code § 10A-5-1.06 Application of Partnership Provisions to Limited Liability Companies; Classification for Federal Income Tax Purposes. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-1.06. Application of Partnership Provisions to Limited Liability Companies; Classification for Federal Income Tax Purposes. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. (a) The terms “partnership” and “limited partnership,” when used in any chapter or title other than the Alabama Limited Liability Company Law, the Alabama General Partnership Law, and the Alabama Limited Partnership Law, and any successors of those laws, include a limited liability company organized under this chapter, unless the context requires otherwise. (b) Notwithstanding subsection (a), for purposes of taxation, other than Chapter 14A of Title 40, a domestic or foreign limited liability company shall be treated as a partnership unless it is classified otherwise for federal income tax purposes, in which case it shall be classified in the same manner as it is for federal income tax purposes. (c) A foreign or domestic limited liability company governed by this chapter is subject to any amendment to or repeal of this chapter. (Acts 1993, No. 93-724, p. 1425, §8; Act 97-920, 1st Ex. Sess., p. 312, §1; Act 2000-705, p. 1442, §4; §10-12-8; amended and renumbered by Act 2009-513, p. 967, §216.)

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