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10A-1-7.22
Section 10A-1-7.22 Transaction of business without registration; actions to restrain. (a) The
failure of a foreign filing entity to register to transact business in this state or to appoint
and maintain a registered agent in this state shall not impair the validity of any contract
or act of the foreign entity and shall not prevent the foreign entity from defending any action
or proceeding in any court of this state, but the foreign entity shall not maintain any action
or proceeding in any court of this state until it has delivered to the Secretary of State
for filing an application for registration or a statement of foreign limited liability partnership,
as applicable, in accordance with Section 10A-1-7.04. A foreign filing entity, by transacting
business in this state without filing an application for registration or a statement of foreign
limited liability partnership, as applicable, appoints the Secretary of State as its agent
for service of process with respect to causes of action...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-7.22.htm - 2K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-10-1.15.htm - 10K - Match Info - Similar pages
10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.02.htm - 17K - Match Info - Similar pages
31-13-3
Section 31-13-3 Definitions. For the purposes of this chapter, the following words shall have
the following meanings: (1) ALIEN. Any person who is not a citizen or national of the United
States, as described in 8 U.S.C. ยง 1101, et seq., and any amendments thereto. (2) BUSINESS
ENTITY. Any person or group of persons employing one or more persons performing or engaging
in any activity, enterprise, profession, or occupation for gain, benefit, advantage, or livelihood,
whether for profit or not for profit. Business entity shall include, but not be limited to,
the following: a. Self-employed individuals, business entities filing articles of incorporation,
partnerships, limited partnerships, limited liability companies, foreign corporations, foreign
limited partnerships, foreign limited liability companies authorized to transact business
in this state, business trusts, and any business entity that registers with the Secretary
of State. b. Any business entity that possesses a business...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/31-13-3.htm - 7K - Match Info - Similar pages
10A-8A-8.11
Section 10A-8A-8.11 Certificate of reinstatement. A partnership that has dissolved, has filed
a statement of dissolution, and is seeking to reinstate in accordance with Section 10A-8A-8.10,
shall deliver to the Secretary of State for filing a certificate of reinstatement in accordance
with the following: (a) A certificate of reinstatement shall be delivered to the Secretary
of State for filing. The certificate of reinstatement shall state: (1) the name of the partnership
before reinstatement; (2) the name of the partnership following reinstatement, which partnership
name shall comply with Section 10A-8A-8.12; (3) the date of formation of the partnership;
(4) the date of filing its statement of dissolution, and all amendments and restatements thereof,
and the office or offices where filed; (5) if the partnership has filed a statement of partnership,
a statement of not for profit partnership, a statement of authority, or a statement of limited
liability partnership, the unique...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-8.11.htm - 2K - Match Info - Similar pages
19-3B-816
Section 19-3B-816 Specific powers of trustee. (a) Without limiting the authority conferred
by Section 19-3B-815, a trustee may: (1) collect trust property and accept or reject additions
to the trust property from a settlor or any other person, including, but not being limited
to, the authority to receive, collect, hold, and retain common or preferred stock or other
interests in the trustee or any related party; (2) acquire or sell property, for cash or on
credit, at public or private sale; (3) exchange, partition, or otherwise change the character
of trust property; (4) deposit trust money in an account in a regulated financial-service
institution; (5) borrow money, with or without security, and mortgage or pledge trust property
for a period within or extending beyond the duration of the trust; (6) with respect to an
interest in a proprietorship, partnership, limited liability company, business trust, corporation,
or other form of business or enterprise, continue the business or other...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/19-3B-816.htm - 10K - Match Info - Similar pages
10A-1-1.06
Section 10A-1-1.06 Synonymous terms. To the extent not inconsistent with the Constitution of
Alabama of 1901, and other statutes of this state wherein the terms may be found, and as the
context requires, in this title or any other statute of this state: (1) a reference to certificate
of formation includes, in the case of a corporation, articles of incorporation, certificate
of incorporation, and charter; in the case of limited partnership, a certificate of limited
partnership and a certificate of formation; in the case of a limited liability company, certificate
of formation and articles of organization; and in the case of a business trust or a real estate
investment trust, declaration of trust and, similarly, a reference to articles of incorporation,
certificate of incorporation, charter, certificate of limited partnership, or articles of
organization includes a certificate of formation; (2) a reference to articles of dissolution
includes statement of dissolution and certificate of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-1.06.htm - 2K - Match Info - Similar pages
10A-5A-2.02
Section 10A-5A-2.02 Amendment or restatement of certificate of formation. Notwithstanding Division
B of Article 3 of Chapter 1: (a) A certificate of formation may be amended at any time. (b)
A certificate of formation may be restated with or without amendment at any time. (c) To amend
its certificate of formation, a limited liability company must deliver a certificate of amendment
for filing to the Secretary of State which certificate of amendment shall state: (1) the name
of the limited liability company; (2) the unique identifying number or other designation as
assigned by the Secretary of State; and (3) the changes the amendment makes to the certificate
of formation as most recently amended or restated. (d) To restate its certificate of formation,
a limited liability company must deliver a restated certificate of formation for filing to
the Secretary of State. A restated certificate of formation must: (1) be designated as such
in the heading; (2) state the limited liability...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-2.02.htm - 2K - Match Info - Similar pages
10A-8A-8.02
Section 10A-8A-8.02 Effect of dissolution. Notwithstanding Section 10A-1-9.12: (a) A dissolved
partnership continues its existence as a partnership but may not carry on any business or
not for profit activity except as is appropriate to wind up and liquidate its business or
not for profit activity, including: (1) collecting its assets; (2) disposing of its properties
that will not be distributed in kind to persons owning transferable interests; (3) discharging
or making provisions for discharging its liabilities; (4) distributing its remaining property
in accordance with Section 10A-8A-8.09; and (5) doing every other act necessary to wind up
and liquidate its business or not for profit activity. (b) In winding up its business or not
for profit activity, a partnership may: (1) deliver to the Secretary of State for filing a
statement of dissolution setting forth: (A) The name of the partnership; (B) If the partnership
has filed a statement of partnership, a statement of not for profit...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-8.02.htm - 3K - Match Info - Similar pages
10A-2A-16.11
Section 10A-2A-16.11 Annual report for Secretary of State. (a) Each corporation, and each foreign
corporation authorized to transact business in this state, shall deliver to the Secretary
of State for filing an annual report that sets forth: (1) The name of the corporation and
the state or other jurisdiction under whose law it is incorporated; (2) The address of its
registered office and the name of its registered agent at that office in this state; (3) The
address of its principal office including, in the case of a foreign corporation, the address
of its principal office in the state or other jurisdiction under whose law it is incorporated;
(4) The names and respective addresses of its president and secretary; and (5) A brief statement
of the character of business in which it is actually engaged in this state. (b) Information
in the annual report must be current as of the date the annual report is executed on behalf
of the corporation. (c) The first annual report must be delivered to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-16.11.htm - 2K - Match Info - Similar pages
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