Alabama § 10A-5A-1.11 - Limited Liability Company Agreement - Ratification or Waiver of Certain Actions and Transactions.

§ 10A-5A-1.11. Limited Liability Company Agreement - Ratification or Waiver of Certain Actions and Transactions.

(a) If a limited liability company agreement provides that an act or transaction is void or voidable when taken, then that act or transaction may be ratified or waived by:

(1) the members or other persons entitled to ratify or waive that act or transaction under the limited liability company agreement;

(2) if the limited liability company agreement does not specify the approval required for the ratification or waiver, then those members or other persons entitled to approve the amendment of the limited liability company agreement; or

(3) if the limited liability company agreement does not specify the approval required for the amendment of the limited liability company agreement, then all of the members.

(b) If the void or voidable act or transaction was the issuance or transfer of any transferable interest, then for purposes of determining who may ratify or waive any act or transaction, the transferable interest purportedly issued or transferred shall be deemed not to have been issued or transferred.

(c) Any act or transaction ratified, or with respect to which the failure to comply with any requirements of the limited liability company agreement is waived, pursuant to this section shall be deemed validly taken at the time of the act or transaction.

(d) Upon application of the limited liability company, any member, or any person claiming to be substantially and adversely affected by a ratification or waiver pursuant to this section, the designated court, and if none, the circuit court for the county in which the limited liability company’s principal office is located in this state, and if none in this state, in the circuit court for the county in which the limited liability company’s most recent registered office is located, may hear and determine the validity and effectiveness of the ratification of, or waiver with respect to, any void or voidable act or transaction effectuated pursuant to this section, and in any such application, the limited liability company shall be named as a party and service of the application upon the registered agent of the limited liability company shall be deemed to be service upon the limited liability company, and no other party need be joined in order for the court to adjudicate the validity and effectiveness of the ratification or waiver, and the court may make such order respecting further or other notice of the application as the court deems proper under the circumstances; provided, that nothing herein limits or affects the right to serve process in any other manner now or hereafter provided by law, and this sentence is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents.

(e) The provisions of this section shall not be construed to limit the accomplishment of a ratification or waiver of a void or voidable act or transaction by other means permitted by law.