Dissolution.

Ala. Code tit. 10A, ch. 5, art. 7

in effect

Ala. Code § 10A-5-7.01 Events of Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-7.01. Events of Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. A limited liability company is dissolved and its affairs shall be wound up upon occurrence of the first of the following events: (1) Events specified in the governing documents. (2) Written consent of all members to dissolve. (3) When there is no remaining member, unless either of the following applies: a. The holders of all the financial rights in the limited liability company agree in writing, within 90 days after the cessation of membership of the last member, to continue the legal existence and business of the limited liability company and to appoint one or more new members. b. The legal existence and business of the limited liability company is continued and one or more new members are appointed in the manner stated in the governing documents. (4) When the limited liability company is not the successor limited liability company in the merger or consolidation with one or more limited liability companies or other entities. (5) Entry of a decree of judicial dissolution under Section 10A-5-7.02. (Acts 1993, No. 93-724, p. 1425, §37; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-37; amended and renumbered by Act 2009-513, p. 967, §236.)

Ala. Code § 10A-5-7.02 Judicial Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-7.02. Judicial Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. On application by or for a member, the circuit court for the county in which the certificate of formation is filed may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the governing documents. (Acts 1993, No. 93-724, p. 1425, §38; §10-12-38; amended and renumbered by Act 2009-513, p. 967, §236.)

Ala. Code § 10A-5-7.03 Winding Up. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-7.03. Winding Up. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. (a) Except as otherwise provided in the governing documents, the members who have not wrongfully dissolved a limited liability company may wind up the limited liability company’s business and affairs. (b) A person winding up a limited liability company’s business may: Preserve the company business or property as a going concern for a reasonable time; prosecute and defend actions and proceedings, whether civil, criminal, or administrative; settle and close the limited liability company’s business; dispose of and transfer property; discharge the limited liability company’s liabilities; distribute the assets of the limited liability company pursuant to Section 10A-5-7.05; and perform other necessary and appropriate acts. (Acts 1993, No. 93-724, p. 1425, §39; §10-12-39; amended and renumbered by Act 2009-513, p. 967, §236.)

Ala. Code § 10A-5-7.04 Survival of Remedy After Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-7.04. Survival of Remedy After Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. (a) A dissolved limited liability company continues its existence but may not carry on any business except that necessary or appropriate to wind up and liquidate its business and affairs. (b) Dissolution of a limited liability company does not: (1) Transfer title to the limited liability company assets. (2) Terminate or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution. (3) Terminate the authority of the registered agent of the limited liability company. (Acts 1993, No. 93-724, p. 1425, §40; §10-12-40; amended and renumbered by Act 2009-513, p. 967, §236.)

Ala. Code § 10A-5-7.05 Distribution of Assets Upon Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-7.05. Distribution of Assets Upon Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. Upon the winding up of a limited liability company, the assets of the limited liability company shall be distributed in the following order of priority: (1) To creditors, including members who are creditors to the extent allowed by Section 10A-5-3.01 or otherwise permitted by law, in order of priority as provided by law, except those liabilities to members of the limited liability company for interim distributions or on account of their contributions. (2) Except as otherwise provided in the governing documents, to members of the limited liability company and former members for interim distributions and in respect of their contributions. (3) Except as otherwise provided in the governing documents, to members first for the return of their contributions and second with respect to their interests in the limited liability company, in the proportions in which the members share in distributions. (Acts 1993, No. 93-724, p. 1425, §41; §10-12-41; amended and renumbered by Act 2009-513, p. 967, §236.)

Ala. Code § 10A-5-7.06 Articles of Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-7.06. Articles of Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. (a) After the dissolution of the limited liability company pursuant to Section 10A-5-7.01, the limited liability company shall file articles of dissolution in the office of the judge of probate of the county in which the certificate of formation was filed. The articles of dissolution shall set forth: (1) The name of the limited liability company. (2) The date of filing its certificate of formation. (3) The reason for filing the articles of dissolution. (4) The effective date of the articles of dissolution, which shall be a date certain, if they are not to be effective immediately. (5) Any other information the members or managers filing the articles deem appropriate. (b) The articles of dissolution and two copies shall be delivered to the judge of probate. If the judge of probate finds that the articles of dissolution conform to law and that all fees prescribed in this chapter have been paid, the judge of probate shall: (1) Endorse on the articles of dissolution and on each copy the word “Filed” and the hour, day, month, and year of the filing. (2) File the articles of dissolution in the office of the judge of probate and certify two copies. (3) Issue a certificate of dissolution to which a certified copy of the articles of dissolution shall be affixed, and return the certificate of dissolution with the certified copy of the articles of dissolution affixed to the representative of the dissolved limited liability company. (4) Within 10 days after the issuance of a certificate of dissolution, transmit to the Secretary of State a certified copy of the articles of dissolution, indicating the place, date, and time of filing of the certificate. (Acts 1993, No. 93-724, p. 1425, §42; §10-12-42; amended and renumbered by Act 2009-513, p. 967, §236.)

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