State Codes and Statutes
Statutes > Alabama > Title10 > Chapter12 > 10-12-14Section 10-12-14
Existence of limited liability company.
REPEALED IN THE 2009 REGULAR SESSION BY ACT 2009-513, EFFECTIVE JANUARY 1, 2011. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Upon the filing of the articles of organization with the probate judge, the limited liability company's existence shall begin. A copy of the articles of organization that is stamped "filed" and marked with the filing date and issued by the probate judge shall be conclusive evidence that all conditions precedent required to be performed by the members have been complied with and that the limited liability company has been legally organized under this chapter, except in a proceeding brought by the State of Alabama either to cancel or revoke the articles of organization or to involuntarily dissolve the limited liability company.
(b) A limited liability company may not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the articles of organization have been filed as described in subsection (a) above. Persons engaged in prefiling activities other than those authorized by this subsection shall be jointly and severally liable for any debts or liabilities incurred in the course of those activities as provided in Section 10-12-7. In no event shall the activities of an organizer authorized under this chapter result in liability for such person under this section. This section shall not be interpreted to invalidate any debts, contracts, or liabilities of the limited liability company incurred on behalf of the limited liability company prior to the filing of its articles of organization.
(Acts 1993, No. 93-724, p. 1425, §14; Act 97-920, 1st Ex. Sess., p. 312, §1.)