Section 10A-5A-1.06

Rules of construction.

(a) It is the policy of this chapter and this state to give maximum effect to the principles of freedom of contract and to the enforceability of limited liability company agreements.

(b) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

(c) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.

(d) The use of any gender shall be applicable to all genders. The captions contained in this chapter are for purposes of convenience only and shall not control or affect the construction of this chapter.

(e) Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto, do not apply to any interest in a limited liability company, including all rights, powers, and interests arising under a limited liability company agreement or this chapter. This provision prevails over Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto, and is expressly intended to permit the enforcement of the provisions of a limited liability company agreement that would otherwise be ineffective under Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto.

(f) Division E of Article 3 of Chapter 1 of this title shall have no application to this chapter.

(g) Sections 10A-1-1.03 (73), (81), (88), and (91) shall have no application to this chapter.

(h) Section 10A-1-2.13(c) shall have no application to this chapter.

(Act 2014-144, p. 265, §1; Act 2015-165, §1.)