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Alabama LLC Continuing Obligations

Once an Alabama LLC has been created, the Alabama Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the Alabama Secretary of State office.

Records

The Alabama Secretary of State requires that each limited liability company keep the following records open to inspection at its office:

  • A current list of the full name and last known business or residence street address of each member, and each manager, if any
  • A copy of the filed articles of organization and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any documents have been executed
  • Copies of the limited liability company’s federal, state, and local income tax returns and reports, if any, for the three most recent years
  • Copies of any then effective operating agreements including any amendments thereto
  • Copies of any financial statements of the limited liability company for the three most recent years

Dissolution

A limited liability company is dissolved upon the happening of any one of the following events:

  • Events specified in the articles of organization or the operating agreement
  • Written consent of all members to dissolve
  • When there is no remaining member, unless either of the following applies:
    • The holders of all the financial rights in the limited liability company agree in writing
    • The legal existence and business of the limited liability company is continued and one or more new members are appointed
  • When the limited liability company is not the successor limited liability company in the merger or consolidation with one or more limited liability companies or other entities
  • Entry of a court order

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