§ 10A-5A-2.05 — Execution of Documents - Unsigned Documents

Alabama § 10A-5A-2.05

• Jurisdiction: Alabama
• Title 10A: Alabama Business and Nonprofit Entities Code
• Ch. 5A: Alabama Limited Liability Company Law of 2014
• Art. 2: Formation

Text

(a) If a person required by this chapter to sign a writing or deliver a writing to a filing officer for filing under this chapter does not do so, any other person that is aggrieved by that failure may petition 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, to order:
(1) the person to sign the writing;
(2) the person to deliver the writing to the filing officer for filing; or
(3) the filing officer to file the writing unsigned.
(b) If a petitioner under subsection (a) is not the limited liability company or foreign limited liability company to whom the writing pertains, the petitioner shall make the limited liability company or foreign limited liability company a party to the action. A person aggrieved under subsection (a) may seek the remedies provided in subsection (a) in a separate action against the person required to sign or deliver the writing or as a part of any other action concerning the limited liability company or foreign limited liability company in which the person required to sign or deliver the writing is made a party.
(c) A writing filed unsigned pursuant to this section is effective without being signed.
(d) A court may award reasonable expenses, including reasonable attorneys’ fees, to the party or parties who prevail, in whole or in part, with respect to any claim made under subsection (a).

Legislative History

(Act 2014-144, p. 265, §1; Act 2020-73, §10.)