§ 10A-5A-7.01 — Events of Dissolution

Alabama § 10A-5A-7.01

• Jurisdiction: Alabama
• Title 10A: Alabama Business and Nonprofit Entities Code
• Ch. 5A: Alabama Limited Liability Company Law of 2014
• Art. 7: Dissolution, Winding Up, and Reinstatement

Text

A limited liability company is dissolved and its affairs shall be wound up upon the occurrence of the first of the following events:
(a) An event or circumstance that the limited liability company agreement states causes dissolution.
(b) Consent of all members to dissolve.
(c) When there is no remaining member, unless either of the following applies:
(1) The holders of all the transferable interests in the limited liability company agree in writing, within 90 days after the dissociation of the last member, to continue the activities and affairs of the limited liability company and to appoint one or more new members.
(2) The activities and affairs of the limited liability company are continued and one or more new members are appointed in the manner stated in the limited liability company agreement.
(d) On application by a member, the entry of an order dissolving the limited liability company on the grounds that it is not reasonably practicable to carry on the limited liability company’s activities and affairs in conformity with the limited liability company agreement, which order is entered by 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 by the circuit court for the county in which the limited liability company’s most recent registered office is located.

Legislative History

(Act 2014-144, p. 265, §1; Act 2016-379, p. 934, §4; Act 2020-73, §10.)