§ 10A-5A-11.06 — Event Causing Dissociation of a Member Associated with a Series

Alabama § 10A-5A-11.06

• Jurisdiction: Alabama
• Title 10A: Alabama Business and Nonprofit Entities Code
• Ch. 5A: Alabama Limited Liability Company Law of 2014
• Art. 11: Series Provisions

Text

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and affairs has been suspended by its jurisdiction of formation, the statement of dissolution or the equivalent has not been revoked or its right to conduct activities and affairs has not been reinstated; or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and affairs are being wound up, the organization has not been reinstated or the dissolution and winding up have not been revoked or cancelled;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.

Legislative History

(Act 2014-144, p. 265, §1.)