Fill and Sign the Release of Liability and Acknowledgment and Form

LIMITED LIABILITY COMPANY VOLUNTARY DISSOLUTION ALABAMA Electronic Version STATUTORY REFERENCE CODE OF ALABAMA, Title 10, Article 7, §§ 10-12-37 through 10-12-44 (Dissolution) INTRODUCTORY NOTES AND LAW SUMMARY NOTE: THIS FORM PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION. A limited liability company is dissolved and its affairs shall be wound up upon occurrence of the first of the following events: (1) Events specified in the articles of organization or the operating agreement. (2) Written consent of all members to dissolve. (3) When there is no remaining member, unless either of the following applies: a. 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. b. 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.
12-7-107 professions and occupations title 12 — page 129 (4) when the business has been conducted under a charter for at least three years, except by transfer of majority to owners. 12-7-107 professions and occupations title 12 — page 130 (5) when a limited liability company is dissolved and all its assets are distributed by the court after hearing, the court shall order the limited liability company to make a reasonable adjustment in the amount of each member's financial interest. At the time of dissolution the liability of each member shall be adjusted for any outstanding claims. For purposes of computing payments and distributions of payments as a result of a court-ordered dissolution of a limited liability company, all assets as of the date that the court entered the order shall be included regardless of when the assets were acquired. The amount of assets and the liabilities of each member at such time shall be equal to the financial rights of the limited liability company as of the date of dissolution. (6) when a limited liability company is dissolved and all or substantially all of its financial assets are distributed after hearing, the court shall order the limited liability company to make a reasonable adjustment in the amount of each member's financial interest. At the time of dissolution the liability of each member shall be adjusted for any outstanding claims. For purposes of computing payments and distributions of payments as a result of a court-ordered dissolution, all assets and the liabilities of each member at such time shall be included regardless of when the assets were acquired. The amount of assets and the liabilities of each member at such time shall be equal to the financial rights of the limited liability company as of the date of dissolution. (7) when a limited liability company is dissolved and all or substantially all of its financial assets are distributed after hearing and at the time of distribution is not in existence on the effective date of the distribution, the amount of the distribution shall be based on the amount of assets transferred as of the effective date of the distribution and shall be the least of the following: (a) three times the amount of assets transferred during the period of the dissolution; (b) the difference between the fair market value on the date of dissolution and the fair value on the date of distribution. (8) a certificate of dissolution issued by the court under subsection (1), (3), or (7) is an order for all assets that are not liquidated immediately prior to the date of dissolution. (9) with respect to this section and subsection (1), (3), or (7), the term