Legal Question in Business Law in Alabama

Buy out laws for limited liability corporation

I would like to find out about the laws on an unsigned llc articles of incorporation.

I am wanting to buy out one of the directors and I want to find out what they are entitled to under Al. law. I am contesting that I, not them, have 51% ownership, as specified in the articles. The llc is over 1 year old and I have just learned that the articles of incorporation were never signed.


Asked on 4/09/03, 3:05 am

1 Answer from Attorneys
Robert Kreitlein Robert Kreitlein, Attorney at Law

Re: Buy out laws for limited liability corporation

Well, as I understand your question, the Articles state that the directors have 51% of the company but you think you are the majority owner and the Articles were never signed. Were the Articles ever filed in the Probate office of your county? I don't believe the clerk would have accepted a filing with no signatures and I don't imagine the Secretary of State would have let it slip through, either. If the Articles were unsigned and not filed, the corporation is not a valid entity under state law. If it did get filed but was unsigned, there could be an argument made that the corporation is possibly valid anyway. Is there an Operating Agreement? More details are needed to give an adequate review of the situation.

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Answered on 4/09/03, 10:46 am


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