Alabama § 10A-5A-7.02 - Effect of Dissolution.
Full text of Alabama Code of Alabama § 10A-5A-7.02 — Effect of Dissolution., with citation guidance and answers to common questions.
§ 10A-5A-7.02. Effect of Dissolution.
(a) A dissolved limited liability company continues its existence as a limited liability company but may not carry on any activities and affairs except as is appropriate to wind up and liquidate its activities and affairs, including:
(1) collecting its assets;
(2) disposing of its properties that will not be distributed in kind to persons owning transferable interests;
(3) discharging or making provisions for discharging its liabilities;
(4) distributing its remaining property in accordance with Section 10A-5A-7.06; and
(5) doing every other act necessary to wind up and liquidate its activities and affairs.
(b) In winding up its activities and affairs, a limited liability company may:
(1) deliver for filing a statement of dissolution to the Secretary of State setting forth:
(A) The name of the limited liability company.
(B) The unique identifying number or other designation as assigned by the Secretary of State.
(C) That the limited liability company has dissolved.
(D) Any other information the limited liability company deems appropriate.
(2) preserve the limited liability company’s activities and affairs and property as a going concern for a reasonable time;
(3) prosecute, defend, or settle actions or proceedings, whether civil, criminal, or administrative;
(4) transfer the limited liability company’s assets;
(5) resolve disputes by mediation or arbitration; and
(6) merge or convert in accordance with Article 10 of this chapter or Article 8 of Chapter 1.
(c) The dissolution of a limited liability company does not:
(1) transfer title to the limited liability company’s property;
(2) prevent the commencement of a proceeding by or against the limited liability company in its limited liability company name;
(3) terminate, abate, or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution;
(4) terminate the authority of its registered agent; or
(5) abate, suspend, or otherwise alter the application of Section 10A-5A-3.01.
(d) A statement of dissolution shall be deemed to be a filing instrument under Chapter 1.
Frequently Asked Questions About Alabama § 10A-5A-7.02
What does Code of Alabama § 10A-5A-7.02 cover?
Section 10A-5A-7.02 ("Effect of Dissolution.") is part of the Code of Alabama, the codified statutory law of Alabama. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Alabama § 10A-5A-7.02?
A common citation format is "Code of Alabama § 10A-5A-7.02" (Alabama). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Alabama law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Alabama official source linked on this page or consult a licensed Alabama attorney.
How does Alabama § 10A-5A-7.02 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Alabama can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Alabama.