Section 10A-5A-4.05 Sharing of and Right to Distributions Before Dissolution.
AI-assisted research summary: Members share equally in pre-dissolution distributions, with separate rules for series and limits on demanding non-cash distributions.
(a) (1) All members shall share equally in any distributions made by a limited liability company before its dissolution and winding up. (2) A member has a right to a distribution before the dissolution and winding up of a limited liability company as provided in the limited liability company agreement. A decision to make a distribution before the dissolution and winding up of the limited liability company is a decision in the ordinary course of activities and affairs of the limited liability company. A member’s dissociation does not entitle the dissociated member to a distribution. (3) A member does not have a right to demand and receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in Section 10A-5A-7.06(c), a limited liability company may distribute an asset in kind if each member receives a percentage of the asset in proportion to the member’s share of distributions. (4) If a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. (b)(1) All members associated with a series shall share equally in any distributions made by the series before its dissolution and winding up. (2) A member associated with a series has a right to a distribution before the dissolution and winding up of the series as provided in the limited liability company agreement. A decision of the series to make a distribution before the dissolution and winding up of the series is a decision in the ordinary course of activities and affairs of the series. A member’s dissociation from a series with which the member is associated does not entitle the dissociated member to a distribution from the series. (3) A member associated with a series does not have a right to demand and receive a distribution from the series in any form other than money. Except as otherwise provided in Section 10A-5A-11.14(c), a series may distribute an asset in kind if each member associated with the series receives a percentage of the asset in proportion to the member’s share of distributions from the series. (4) If a member associated with a series becomes entitled to receive a distribution from the series, the member has the status of, and is entitled to all remedies available to, a creditor of the series with respect to the distribution. (c) Subsection (a) shall not apply to a distribution made by a series.