§ 10A-5A-11.10 — Effect of Dissolution of Series

Alabama § 10A-5A-11.10

• 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) 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.

Legislative History

(Act 2014-144, p. 265, §1; Act 2021-299, §5.)