Series Provisions.

Ala. Code tit. 10A, ch. 5A, art. 11

in effect

Ala. Code § 10A-5A-11.01 Series of Assets.

10A-5A-11.01. Series of Assets. (a) If a limited liability company complies with Section 10A-5A-11.02, a limited liability company agreement may establish or provide for the establishment of one or more designated series of assets that: (1) has separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; or (2) has a separate purpose or investment objective. (b) A series established in accordance with subsection (a) may carry on any activity, whether or not for profit. (c) After a person is admitted as a member of a limited liability company in accordance with Section 10A-5A-4.01, a member is associated with a series of the limited liability company: (1) as provided in the limited liability agreement; (2) as the result of a transaction effective under Article 10; or (3) with the consent of all members associated with that series. (Act 2014-144, p. 265, §1.)

Ala. Code § 10A-5A-11.02 Enforceability of Obligations and Expenses of Series Against Assets.

10A-5A-11.02. Enforceability of Obligations and Expenses of Series Against Assets. (a) Subject to subsection (b): (1) the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a series shall be enforceable against the assets of that series only, and shall not be enforceable against the assets of the limited liability company generally or any other series thereof; and (2) none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the limited liability company generally or any other series thereof shall be enforceable against the assets of a series. (b) Subsection (a) applies only if: (1) the records maintained for that series account for the assets of that series separately from the other assets of the limited liability company or any other series; (2) the limited liability company agreement contains a statement to the effect of the limitations provided in subsection (a); and (3) the limited liability company’s certificate of formation contains a statement that the limited liability company may have one or more series of assets subject to the limitations provided in subsection (a). (Act 2014-144, p. 265, §1.)

Ala. Code § 10A-5A-11.03 Assets of Series.

10A-5A-11.03. Assets of Series. (a) Assets of a series may be held directly or indirectly, including being held in the name of the series or in the name of the limited liability company. (b) If the records of a series are maintained in a manner so that the assets of the series can be reasonably identified by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentage or share of any assets, or by any other method in which the identity of the assets can be objectively determined, the records are considered to satisfy the requirements of Section 10A-5A-11.02(b)(1). (Act 2014-144, p. 265, §1.)

Ala. Code § 10A-5A-11.04 Statement of Limitation on Liabilities of Series.

10A-5A-11.04. Statement of Limitation on Liabilities of Series. The statement of limitation on liabilities of a series required by Section 10A-5A-11.02(b)(3) is sufficient regardless of whether: (a) the limited liability company has established any series under this chapter when the statement of limitations is contained in the certificate of formation; and (b) the statement of limitations makes reference to a specific series of the limited liability company. (Act 2014-144, p. 265, §1.)

Ala. Code § 10A-5A-11.05 Member’s Power to Dissociate as a Member Associated with a Series; Wrongful Dissociation.

10A-5A-11.05. Member’s Power to Dissociate as a Member Associated with a Series; Wrongful Dissociation. (a) A person has the power to dissociate as a member associated with a series. (b) A person’s dissociation from a series is wrongful only if: (1) it is in breach of an express provision of the limited liability company agreement; or (2) the person is expelled as a member associated with the series by judicial determination under Section 10A-5A-11.06(f); or (3) the person is dissociated as a member associated with a series by becoming a debtor in bankruptcy or making a general assignment for the benefit of creditors. (c) A person that wrongfully dissociates as a member associated with a series is liable to the series and, subject to Section 10A-5A-9.01, to the other members associated with that series for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or liability of the member associated with a series to the series or the other members associated with that series. (Act 2014-144, p. 265, §1.)

Ala. Code § 10A-5A-11.06 Event Causing Dissociation of a Member Associated with a Series.

10A-5A-11.06. Event Causing Dissociation of a Member Associated with a Series. A person is dissociated as a member associated with a series when any of the following occurs: (a) the series has notice of the person’s express will to dissociate from the series, except if the person specifies a dissociation date later than the date the series had notice, then the person is dissociated from the series on that later date; (b) an event stated in the limited liability company agreement as causing the person’s dissociation from the series occurs; (c) the person is dissociated as a member of the limited liability company pursuant to Section 10A-5A-6.02; (d) the person is expelled as a member associated with that series pursuant to the limited liability company agreement; (e) the person is expelled as a member associated with the series by the unanimous consent of the other members associated with that series if: (1) it is unlawful to carry on the series’ activities and affairs with the person as a member associated with that series; or (2) there has been a transfer of all of the person’s transferable interest other than a transfer for security purposes; or (3) the person is an organization and, within 90 days after the series notifies the person that it will be expelled as a member associated with that series because the person has filed a statement of dissolution or the equivalent, or its right to conduct activities and affairs has been suspended by its jurisdiction of formation, the statement of dissolution or the equivalent has not been revoked or its right to conduct activities and affairs has not been reinstated; or (4) the person is an organization and, within 90 days after the series notifies the person that it will be expelled as a member associated with that series because the person has been dissolved and its activities and affairs are being wound up, the organization has not been reinstated or the dissolution and winding up have not been revoked or cancelled; (f) on application by the series, the person is expelled as a member associated with that series by judicial order because the person: (1) has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, that series’ activities and affairs; (2) has willfully or persistently committed, or is willfully and persistently committing, a material breach of the limited liability company agreement or the person’s duty or obligation under this chapter or other applicable law; or (3) has engaged, or is engaging, in conduct relating to that series’ activities and affairs that makes it not reasonably practicable to carry on the activities and affairs with the person as a member associated with that series; (g) in the case of a person who is an individual, the person dies, there is appointed a guardian or general conservator for the person or there is a judicial determination that the person has otherwise become incapable of performing the person’s duties as a member associated with a series under this chapter or the limited liability company agreement; (h) the person becomes a debtor in bankruptcy, executes an assignment for the benefit of creditors, or seeks, consents, or acquiesces to the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person’s property but this subsection shall not apply to a person who is the sole remaining member associated with a series; (i) in the case of a person that is a trust or is acting as a member by virtue of being a trustee of a trust, the trust’s entire transferable interest is distributed, but not solely by reason of the substitution of a successor trustee; (j) in the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate’s entire transferable interest is distributed, but not solely by reason of the substitution of a successor personal representative; (k) in the case of a member associated with a series that is not an individual, the legal existence of the person otherwise terminates; (l) the transfer of a member’s entire remaining transferable interest but not until the later of (1) the transferee’s becoming a member associated with the series or (2) the time the transfer is completed. (Act 2014-144, p. 265, §1.)

Ala. Code § 10A-5A-11.07 Effect of Person’s Dissociation as a Member.

10A-5A-11.07. Effect of Person’s Dissociation as a Member. (a) A person who has dissociated as a member associated with a series shall have no right to participate in the direction and oversight of the activities and affairs of that series and is entitled only to receive the distributions to which that member would have been entitled if the member had not dissociated from that series. (b) A person’s dissociation as a member associated with a series does not of itself discharge the person from any debt, obligation, or liability to that series, the limited liability company, or the other members that the person incurred while a member associated with that series. (c) A member’s dissociation from a series does not, in itself, cause the member to dissociate from any other series or require the winding up of the series. (d) A member’s dissociation from a series does not, in itself, cause the member to dissociate from the limited liability company. (Act 2014-144, p. 265, §1.)

Ala. Code § 10A-5A-11.08 Dissolution and Winding Up of Series.

10A-5A-11.08. Dissolution and Winding Up of Series. A series may be dissolved and its activities and affairs may be wound up without causing the dissolution of the limited liability company. The dissolution and winding up of a series does not abate, suspend, or otherwise affect the limitation on liabilities of the series provided by Section 10A-5A-11.02. (Act 2014-144, p. 265, §1.)

Ala. Code § 10A-5A-11.09 Event Requiring Dissolution.

10A-5A-11.09. Event Requiring Dissolution. A series is dissolved and its activities and affairs shall be wound up upon the first to occur of the following: (a) the dissolution of the limited liability company under Section 10A-5A-7.01; (b) an event or circumstance that the limited liability company agreement states causes dissolution of the series; (c) the consent of all of the members associated with the series; (d) the passage of 90 days after the occurrence of the dissociation of the last remaining member associated with the series; or (e) on application by a member associated with the series, an order dissolving the series on the grounds that it is not reasonably practicable to carry on the series’ activities and affairs in conformity with the limited liability company agreement which order is entered by the designated court, and if none, by the circuit court for the county in which the limited liability company’s principal office within this state is located, and if the limited liability company does not have a principal office within this state then by the circuit court for the county in which the limited liability company’s most recent registered office is located. (Act 2014-144, p. 265, §1; Act 2020-73, §10.)

Ala. Code § 10A-5A-11.10 Effect of Dissolution of Series.

10A-5A-11.10. Effect of Dissolution of Series. (a) A dissolved series continues its existence as a series but may not carry on any activities and affairs except as is appropriate to wind up and liquidate its activities and affairs, including: (1) collecting the assets of the series; (2) disposing of the properties of the series that will not be distributed in kind to persons owning transferable interests; (3) discharging or making provisions for discharging the liabilities of the series; (4) distributing the remaining property of the series in accordance with Section 10A-5A-11.14; and (5) doing every other act necessary to wind up and liquidate the series’ activities and affairs. (b) In winding up a series’ activities and affairs, a series may: (1) preserve the series’ activities and affairs and property as a going concern for a reasonable time; (2) prosecute, defend, or settle actions or proceedings whether civil, criminal, or administrative; (3) transfer the series’ property; and (4) resolve disputes by mediation or arbitration. (c) The dissolution of a series does not: (1) transfer title to the series’ property; (2) prevent the commencement of a proceeding by or against the series in the series’ name; (3) terminate, abate, or suspend a proceeding pending by or against the series on the effective date of dissolution; or (4) abate, suspend, or otherwise alter the application of Section 10A-5A-3.01. (Act 2014-144, p. 265, §1; Act 2021-299, §5.)

Ala. Code § 10A-5A-11.11 Right to Wind Up Activities and Affairs of Series.

10A-5A-11.11. Right to Wind Up Activities and Affairs of Series. (a) The person or persons designated in the limited liability company agreement to wind up the activities and affairs of the dissolved series shall wind up the activities and affairs of the dissolved series in accordance with Section 10A-5A-11.10. If no person or persons are designated in the limited liability company agreement to wind up the activities and affairs of the dissolved series, then the remaining members associated with the dissolved series shall wind up the activities and affairs of the dissolved series in accordance with Section 10A-5A-11.10. If no person or persons are designated in the limited liability company agreement to wind up the activities and affairs of the dissolved series and there are no remaining members associated with the dissolved series, then all of the holders of the transferable interests associated with the series, or their designee, shall wind up the activities and affairs of the dissolved series in accordance with Section 10A-5A-11.10. (b) The designated court, and if none, the circuit court for the county in which the limited liability company’s principal office within this state is located, and if the limited liability company does not have a principal office within this state then the circuit court for the county in which the limited liability company’s most recent registered office is located may order judicial supervision of the winding up of a dissolved series, including the appointment of a person to wind up the series’ activities and affairs: (1) on application of a member associated with the series, if the applicant establishes good cause; (2) on the application of a transferee associated with a series, if: (A) there are no members associated with the series; and (B) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (a); or (3) in connection with a proceeding under Section 10A-5A-11.09(e). (Act 2014-144, p. 265, §1; Act 2020-73, §10.)

Ala. Code § 10A-5A-11.12 Known Claims Against Dissolved Series.

10A-5A-11.12. Known Claims Against Dissolved Series. (a) A dissolved series may dispose of any known claims against it by following the procedures described in subsection (b), at any time after the effective date of the dissolution of the series. (b) A dissolved series may give notice of the dissolution in a writing to the holder of any known claim. The notice must: (1) identify the limited liability company and the dissolved series; (2) describe the information required to be included in a claim; (3) provide a mailing address to which the claim is to be sent; (4) state the deadline, which may not be fewer than 120 days from the effective date of the notice, by which the dissolved series must receive the claim; and (5) state that if not sooner barred, the claim will be barred if not received by the deadline. (c) Unless sooner barred by any other statute limiting actions, a claim against a dissolved series is barred: (1) If a claimant who was given notice under subsection (b) does not deliver the claim to the dissolved series by the deadline; or (2) If a claimant whose claim was rejected by the dissolved series does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejected notice. (d) For purposes of this section, known claim or claim includes unliquidated claims, but does not include a contingent liability that has not matured so that there is no immediate right to bring suit or a claim based on an event occurring after the effective date of dissolution. (e) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations. (Act 2014-144, p. 265, §1; Act 2021-299, §5.)

Ala. Code § 10A-5A-11.13 Other Claims Against Dissolved Series.

10A-5A-11.13. Other Claims Against Dissolved Series. (a) A dissolved series may publish notice of its dissolution and request that persons with claims against the dissolved series present them in accordance with the notice. (b) The notice authorized by subsection (a) must: (1) be published at least one time in a newspaper of general circulation in the county in which the limited liability company’s principal office is located or, if it has none in this state, in the county in which the limited liability company’s most recent registered office is located; (2) describe the information that must be included in a claim and provide a mailing address to which the claim is to be sent; and (3) state that if not sooner barred, a claim against the dissolved series will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice. (c) If a dissolved series publishes a newspaper notice in accordance with subsection (b), unless sooner barred by any other statute limiting actions, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved series within two years after the publication date of the newspaper notice: (1) a claimant who was not given notice under Section 10A-5A-11.12(b); (2) a claimant whose claim was timely sent to the dissolved series but not acted on by the dissolved series; and (3) a claimant whose claim is contingent at the effective date of the dissolution of the series, or is based on an event occurring after the effective date of the dissolution of the series. (d) A claim that is not barred under this section, any other statute limiting actions, or Section 10A-5A-11.12 may be enforced: (1) against a dissolved series, to the extent of its undistributed assets associated with the series; and (2) except as provided in subsection (h), if the assets of a dissolved series have been distributed after dissolution, against the person or persons owning the transferable interests associated with the series to the extent of that person’s proportionate share of the claim or of the assets of the series distributed to that person after dissolution, whichever is less, but a person’s total liability for all claims under this subsection may not exceed the total amount of assets of the series distributed to that person after dissolution of the series. (e) A dissolved series that published a notice under this section may file an application with the circuit court for the county in which the limited liability company’s principal office is located in this state and if the limited liability company does not have a principal office within this state then the circuit court for the county in which the limited liability company’s most recent registered office is located, for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved series or that are based on an event occurring after the effective date of the dissolution of the series but that, based on the facts known to the dissolved series, are reasonably estimated to arise after the effective date of the dissolution of the series. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection (c). (f) Within 10 days after the filing of the application provided for in subsection (e), notice of the proceeding shall be given by the dissolved series to each potential claimant as described in subsection (e). (g) The circuit court under subsection (e) may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, shall be paid by the dissolved series. (h) Provision by the dissolved series for security in the amount and the form ordered by the circuit court under subsection (e) shall satisfy the dissolved series’ obligation with respect to claims that are contingent, have not been made known to the dissolved series, or are based on an event occurring after the effective date of the dissolution of the series, and those claims may not be enforced against a person owning a transferable interest to whom assets have been distributed by the dissolved series after the effective date of the dissolution of the series. (i) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations. (j) If a claim has been satisfied, disposed of, or barred under Section 10A-5A-11.12, this section, or other law, the person or persons designated to wind up the affairs of a limited liability company, and the owners of the transferable interests receiving assets from the limited liability company, shall not be liable for that claim. (Act 2014-144, p. 265, §1; Act 2020-73, §10; Act 2021-299, §5.)

Ala. Code § 10A-5A-11.14 Application of Assets in Winding Up Series’ Activities and Affairs.

10A-5A-11.14. Application of Assets in Winding Up Series’ Activities and Affairs. Upon the winding up of a series, the assets of the series shall be applied as follows: (a) Payment, or adequate provision for payment, shall be made to creditors of the series, including, to the extent permitted by law, members who are associated with the series and who are also creditors of the series, in satisfaction of liabilities of the series. (b) After a series complies with subsection (a), any surplus must be distributed: (1) first, to each person owning a transferable interest associated with that series that reflects contributions made on account of that transferable interest and not previously returned, an amount equal to the value of the unreturned contributions; and (2) then to each person owning a transferable interest associated with that series in the proportions in which the owners of transferable interests associated with that series share in distributions prior to the dissolution of the series. (c) If the series does not have sufficient surplus to comply with subsection (b)(1), any surplus must be distributed among the owners of transferable interests associated with that series in proportion to the value of their respective unreturned contributions. (Act 2014-144, p. 265, §1; Act 2021-299, §5.)

Ala. Code § 10A-5A-11.15 Reinstatement After Dissolution of a Series.

10A-5A-11.15. Reinstatement After Dissolution of a Series. A series that has been dissolved may be reinstated upon compliance with the following conditions: (a) the consent shall have been obtained from the members or other persons associated with the series entitled to consent at the time that is: (1) required for reinstatement of the series under the limited liability company agreement; or (2) if the limited liability company agreement does not state the consent required for reinstatement, sufficient for dissolution of the series under the limited liability company agreement; or (3) if the limited liability company agreement neither states the consent required for reinstatement nor for dissolution, sufficient for dissolution of the series under this chapter; (b) in the case of a written objection to reinstatement having been delivered to the series before or at the time of the consent required by subsection (a) by the members or other persons having authority under the limited liability company agreement to bring about or prevent dissolution of the series, those members or persons withdrawing that written objection effective at the time of the consent required by subsection (a); and (c) In the case of a series dissolved in a judicial proceeding initiated by one or more of the members associated with the series, the consent of each of those members shall have been obtained and shall be included in the consent required by subsection (a)(1). (Act 2014-144, p. 265, §1; Act 2021-299, §5.)

Ala. Code § 10A-5A-11.16 Effect of Reinstatement.

10A-5A-11.16. Effect of Reinstatement. (a) Subject to subsection (b), upon reinstatement, a series shall be deemed for all purposes to have continued its activities and affairs as if dissolution had never occurred; each right inuring to, and each debt, obligation, and liability incurred by, the series after the dissolution shall be determined as if the dissolution had never occurred. (b) The rights of persons acting in reliance on the dissolution of the series before those persons had notice of the reinstatement shall not be adversely affected by the reinstatement. (Act 2014-144, p. 265, §1.)

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