10-9C-805
Section 10-9C-805 Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner. All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011. (Act 2009-621, p. 1805, ยง1.)...
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10A-1-1.08
Section 10A-1-1.08 Short titles. (a) The provisions of this title as described by this section may be cited as provided by this section. (b) Chapter 2A and the provisions of Chapter 1 to the extent applicable to business corporations may be cited as the Alabama Business Corporation Law. (c) Chapter 3 and the provisions of Chapter 1 to the extent applicable to nonprofit corporations may be cited as the Alabama Nonprofit Corporation Law. (d) Chapter 4 and the provisions of Chapter 1 to the extent applicable to professional corporations may be cited as the Alabama Professional Corporation Law. (e) Chapter 5A and the provisions of Chapter 1 to the extent applicable to limited liability companies may be cited as the Alabama Limited Liability Company Law. (f) Chapter 8A and the provisions of Chapter 1 to the extent applicable to general partnerships may be cited as the Alabama Partnership Law. (g) Chapter 9A and the provisions of Chapter 1 to the extent applicable to limited partnerships may...
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10A-5-9.02
Section 10A-5-9.02 Requirements for articles of merger; effective date. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) If a domestic limited liability company is merging under this chapter, the domestic limited liability company or other business entity surviving or resulting from the merger shall file articles of merger in the Office of the Secretary of State. If a domestic limited liability company is filing the articles of merger, the articles of merger shall be signed by at least one member of the domestic limited liability company, and if another business entity is filing the articles of merger, the articles of merger shall be signed by a person authorized by the other business entity. The articles of merger shall state all of the following: (1) The name, jurisdiction, and date of formation or organization of each of the domestic limited liability companies or other business entities that are to merge. (2) That an agreement of merger has been...
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10A-1-3.32
Section 10A-1-3.32 Right of inspection and access by certain domestic entities. (a) This section applies to domestic entities other than (i) corporations formed pursuant to or governed by Chapter 2A or Chapter 4, and real estate investment trusts formed pursuant to or governed by Chapter 10, each of which is governed by the separate recordkeeping requirements and record inspections provisions of Chapter 2A and (ii) nonprofit corporations formed pursuant to or governed by Chapter 3, limited liability companies formed pursuant to or governed by Chapter 5A, general partnerships formed pursuant to or governed by Chapter 8A, and limited partnerships formed pursuant to or governed by Chapter 9A, each of which are governed by the separate recordkeeping requirements and record inspection provisions set forth in each entity's respective chapter governing that entity. (b) With respect to a domestic entity covered by this section, the books and records maintained under the chapter of this title...
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5-1A-3
Section 5-1A-3 Use of words "bank," "banker," "banking," etc., restricted. The use of the words "bank," "banker," "banking," or words of similar meaning in any foreign language as a designation or name, or as part of a designation or name, under which business is or may be conducted in the State of Alabama, or in its advertising is restricted to banking corporations organized under the laws of Alabama, other states, the United States, or foreign countries. All other persons, firms, partnerships, limited liability companies, corporations, and other entities are prohibited from using the words "bank," "banker," or "banking" or words of similar meaning in any foreign language in advertising or as a designation or name or as part of a designation or name under which business may be conducted in this state unless the superintendent determines that the use of the word by the entity is unlikely to mislead or confuse the public or give the impression that such entity is lawfully organized and...
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10A-5-4.03
Section 10A-5-4.03 Operating agreements. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) The member or members of a limited liability company may enter into an operating agreement to regulate or establish the affairs of the limited liability company, the conduct of its business, and the relations of its members. An operating agreement may contain any provisions regarding the affairs of a limited liability company and the conduct of its business that are not inconsistent with the laws of this state or the articles of organization. (b) In the event there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members. If an operating agreement does not provide for the method by which an operating agreement may be amended, then all of the members shall agree in writing to any amendment. (c) A court of equity may enforce an operating agreement by injunction or by other relief that the court in its...
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27-4A-2
Section 27-4A-2 Definitions. For the purposes of this chapter only, the following terms, unless the context clearly indicates otherwise, shall have the meanings: (1) ANNUITY CONSIDERATIONS. All sums received as consideration for annuity contracts. (2) COMMISSIONER. The Commissioner of Insurance of the State of Alabama. (3) DEPARTMENT. The Department of Insurance of the State of Alabama. (4) DOMESTIC INSURER. Any insurer organized under the laws of the State of Alabama which maintains its principal office and chief place of business in the State of Alabama. (5) FOREIGN INSURER. Any insurer organized under the laws of any country or of any state of the United States other than the State of Alabama and any insurer organized under the laws of Alabama which maintains its principal office or chief place of business outside the State of Alabama. (6) INSURER. Every insurer as defined in Section 27-1-2, and every other insurance company or association charging a premium for contracts entered...
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10A-10-1.15
Section 10A-10-1.15 Merger. (a) For purposes of this section, the following words shall have the respective meanings ascribed to them: (1) ALABAMA REAL ESTATE INVESTMENT TRUST. A real estate investment trust organized in compliance with the provisions of this chapter. (2) BUSINESS TRUST. a. An entity described in Section 10A-16-1.01. b. An unincorporated trust or association, including an Alabama real estate investment trust, a common-law trust, or a Massachusetts trust, which is engaged in business and in which property is acquired, held, managed, administered, controlled, invested, or disposed of for the benefit and profit of any person who may become a holder of a transferable unit of beneficial interest in the trust. (3) DOMESTIC LIMITED LIABILITY COMPANY. A limited liability company as defined under the Alabama Limited Liability Company Law. (4) DOMESTIC LIMITED PARTNERSHIP. A limited partnership as defined under the Alabama Limited Partnership Law. (5) FOREIGN BUSINESS TRUST. A...
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10A-4-5.08
Section 10A-4-5.08 Application to existing corporations. (a) The provisions of this chapter shall apply to all existing corporations organized under the statute formerly codified as Article 11 of Chapter 4, Title 10 and repealed by Acts 1983, No. 83-514, effective January 1, 1984; provided, that any professional corporation, or nonprofit corporation, in existence on December 31, 1983, in which duly licensed medical and dental professionals are shareholders, or in the case of a nonprofit professional corporation, render medical and dental services, shall be deemed to be in compliance with Sections 10A-4-2.01 and 10A-4-2.03, as amended, and other applicable provisions of this chapter. The repeal of a prior act by this chapter shall not impair, or otherwise affect, the organization or continued existence of an existing domestic professional corporation nor the right of any foreign professional corporation presently qualified to render professional services in Alabama to continue to do so...
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10A-5A-1.02
Section 10A-5A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter, unless the context otherwise requires, the following terms mean: (a) "Certificate of formation," with respect to a limited liability company, means the certificate provided for by Section 10A-5A-2.01, and the certificate as amended or restated. (b) "Constituent limited liability company" means a constituent organization that is a limited liability company. (c) "Constituent organization" means an organization that is party to a merger under Article 10. (d) "Converted organization" means the organization into which a converting organization converts pursuant to Article 10. (e) "Converting limited liability company" means a converting organization that is a limited liability company. (f) "Converting organization" means an organization that converts into another organization pursuant to Article 10. (g) "Disqualified person" means any person who is not a qualified person. (h) "Distribution" except...
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