Alabama judicial consent
(2) File the articles of dissolution in the office of the judge of probate and certify two copies. (1) Endorse on the articles of dissolution and on each copy the word “Filed” and the hour, day, month, and year of the filing.
If the judge of probate finds that the articles of dissolution conform to law and that all fees have been paid, the judge of probate must: The articles of dissolution and two copies must be filed with the judge of probate. (5) Any other information the members or managers filing the articles deem appropriate. (4) The effective date of the articles of dissolution (this must be a date certain if the articles are not to be effective immediately). (3) The reason for filing the articles of dissolution. (2) The date of filing its articles of organization. (1) The name of the limited liability company. The articles of dissolution must set forth: (3) Except as otherwise provided in the articles of organization or the operating agreement, to members first for the return of their contributions and second with respect to their interests in the limited liability company, in the proportions in which the members share in distributions.Īfter the dissolution of the limited liability company, the limited liability company must file articles of dissolution in the office of the probate judge of the county in which the articles of organization were filed. (2) Except as otherwise provided in the articles of organization or the operating agreement, to members of the limited liability company and former members for interim distributions and in respect of their contributions. (1) To creditors (including members who are creditors to the extent allowed by law) in order of priority as provided by law, except those liabilities to members of the limited liability company for interim distributions or on account of their contributions.
Upon the winding up of a limited liability company, the assets of the limited liability company must be distributed in the following order of priority: (3) Terminate the authority of the registered agent of the limited liability company.
(2) Terminate or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution. (1) Transfer title to the limited liability company assets. (5) Perform other necessary and appropriate acts.Ī dissolved limited liability company continues its existence but may not carry on any business except that necessary or appropriate to wind up and liquidate its business and affairs.ĭissolution of a limited liability company does not: (4) Dispose of and transfer property discharge the limited liability company’s liabilities distribute the assets of the limited liability company pursuant to §10-12-41 and (3) Settle and close the limited liability company’s business (2) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative (1) Preserve the company business or property as a going concern for a reasonable time (5) Entry of a decree of judicial dissolution under §10-12-38.Įxcept as otherwise provided in the articles of organization or the operating agreement, the members who have not wrongfully dissolved a limited liability company may wind up the limited liability company’s business and affairs.Ī person winding up a limited liability company’s business may: (4) When the limited liability company is not the successor limited liability company in the merger or consolidation with one or more limited liability companies or other entities. The legal existence and business of the limited liability company is continued and one or more new members are appointed in the manner stated in the operating agreement or articles of organization. The holders of all the financial rights in the limited liability company agree in writing, within 90 days after the cessation of membership of the last member, to continue the legal existence and business of the limited liability company and to appoint one or more new members.ī. (3) When there is no remaining member, unless either of the following applies:Ī. (2) Written consent of all members to dissolve. (1) Events specified in the articles of organization or the operating agreement. A limited liability company is dissolved and its affairs shall be wound up upon occurrence of the first of the following events: