§ 10A-5A-6.02 — Event Causing Dissociation

Alabama § 10A-5A-6.02

• Jurisdiction: Alabama
• Title 10A: Alabama Business and Nonprofit Entities Code
• Ch. 5A: Alabama Limited Liability Company Law of 2014
• Art. 6: Member’s Dissociation

Text

A person is dissociated as a member from a limited liability company when any of the following occurs:
(a) the limited liability company has notice of the person’s express will to dissociate as a member, except that if the person specifies a dissociation date later than the date the limited liability company had notice, then the person is dissociated as a member on that later date;
(b) an event stated in the limited liability company agreement as causing the person’s dissociation occurs;
(c) the person is expelled as a member pursuant to the limited liability company agreement;
(d) the person is expelled as a member by the unanimous consent of the other members if:
(1) it is unlawful to carry on the limited liability company’s activities and affairs with the person as a member;
(2) there has been a transfer of all of the person’s transferable interest other than a transfer for security purposes;
(3) the person is an organization and, within 90 days after the limited liability company notifies the person that it will be expelled as a member 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and affairs has been suspended by its jurisdiction of formation, the statement of dissolution or the equivalent has not been revoked or its right to conduct activities and affairs has not been reinstated; or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 limited liability company notifies the person that it will be expelled as a member 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and affairs are being wound up, the organization has not been reinstated or the dissolution and winding up have not been revoked or cancelled;
(e) on application by the limited liability company, the person is expelled as a member 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, the limited liability company’s 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 the limited liability company’s activities and affairs that makes it not reasonably practicable to carry on the activities and affairs with the person as a member;
(f) 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 under this chapter or the limited liability company agreement;
(g) 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 (g) shall not apply to a person who is the sole remaining member of a limited liability company;
(h) 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 in the limited liability company is distributed, but not solely by reason of the substitution of a successor trustee;
(i) 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 in the limited liability company is distributed, but not solely by reason of the substitution of a successor personal representative;
(j) in the case of a member that is not an individual, the legal existence of the person otherwise terminates;
(k) the transfer of a member’s entire remaining transferable interest to another member; or
(l) the transfer of a member’s entire remaining transferable interest to a transferee upon the transferee’s becoming a member.

Legislative History

(Act 2014-144, p. 265, §1.)