(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:

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Terms Used In Alabama Code 10A-5A-7.02

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • property: includes both real and personal property. See Alabama Code 1-1-1
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • state: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Alabama Code 1-1-1
(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.
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