A limited liability company may not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the certificate of formation has been filed. Persons engaged in prefiling activities other than those authorized by this section shall be jointly and severally liable for any debts or liabilities incurred in the course of those activities as provided in Section 10A-5-1.05. In no event shall the activities of an organizer authorized under this chapter result in liability for such person under this section. This section shall not be interpreted to invalidate any debts, contracts, or liabilities of the limited liability company incurred on behalf of the limited liability company prior to the filing of its certificate of formation.
Ala. Code § 10A-5-2.05
Pre-formation Transactions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
Known as the Alabama Business and Nonprofit Entity Code
The act spans §§ 10A-1-1.01 to 10A-9A-9.09 (1,341 sections).
(Act 2009-513, p. 967, §222.)
Official source: Alabama Legislature (ALISON). Reproduced from public-domain Alabama statutes; confirm against the official source for the current text. Not legal advice.