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10A-8A-10.01
Section 10A-8A-10.01 Limited liability partnerships; statements; cancellations. (a) A partnership
may be formed as, or may become, a limited liability partnership pursuant to this section.
(b) In order to form a limited liability partnership, the original partnership agreement of
the partnership shall state that the partnership is formed as a limited liability partnership,
and the partnership shall deliver to the Secretary of State for filing a statement of limited
liability partnership in accordance with subsection (d) of this section. (c) In order for
an existing partnership to become a limited liability partnership, the terms and conditions
on which the partnership becomes a limited liability partnership must be approved by the affirmative
approval necessary to amend the partnership agreement and, in the case of a partnership agreement
that expressly considers obligations to contribute to the partnership, also the affirmative
approval necessary to amend those provisions, and after...
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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...
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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-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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10A-5A-2.06
Section 10A-5A-2.06 Certificate of existence or qualification. (a) The Secretary of State,
upon request and payment of the requisite fee, shall furnish to any person a certificate of
existence for a limited liability company if the writings filed in the office of the Secretary
of State show that the limited liability company has been formed under the laws of this state.
A certificate of existence shall reflect only the information on file with the Secretary of
State. A certificate of existence must state: (1) the limited liability company's name; (2)
that the limited liability company was formed under the laws of this state, the date of formation,
and the filing office in which the certificate of formation was filed; (3) whether the limited
liability company has delivered to the Secretary of State for filing a statement of dissolution;
(4) whether the limited liability company has delivered to the Secretary of State for filing
a certificate of reinstatement; (5) the unique identifying...
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10A-8A-2.02
Section 10A-8A-2.02 Statement of partnership; statement of not for profit partnership. (a)
A partnership other than a partnership that has an effective statement of not for profit partnership
or an effective statement of limited liability partnership on file with the Secretary of State
may deliver to the Secretary of State for filing a statement of partnership for the purpose
of having its partnership agreement governed by the laws of this state in accordance with
Section 10A-8A-1.06(d) and providing notice of its existence in accordance with Section 10A-8A-1.03(d)(1).
A statement of partnership must contain all of the following: (1) the name of the partnership
which name must comply with Article 5 of Chapter 1; (2) the date that the partnership was
formed pursuant to, or became governed by, the laws of this state; (3) the street and mailing
address of its principal office; (4) the street and mailing address of a registered office
and the name of the registered agent at that office for...
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10A-1-3.12
Section 10A-1-3.12 Procedures to amend certificate of formation. (a) The procedure to adopt
an amendment to the certificate of formation is as provided by the chapter of this title which
applies to the entity, provided that unless the governing documents of the entity or the chapter
of this title which applies to the entity provide otherwise, the governing authorities of
the entity shall have the power, without owner or member action, to adopt one or more amendments
to the entity's certificate of formation: (1) to delete the name and address of organizers
or persons listed in the original certificate of formation as initial governing persons, other
than the name and address of each general partner of a limited partnership; (2) to delete
the name and address of the initial registered agent or registered office, if a statement
of change is on file with the Secretary of State; (3) to change the entity name by adding,
deleting, or changing a geographical attribution in the name, or by...
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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-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
11-51-92
Section 11-51-92 Licenses based on a flat rate, taken out after July 1; transfer of licenses.
(a) In case the license of any business, trade, occupation, or profession is based on a flat
rate and is taken out after July 1, only one half of the license shall be charged and collected,
except for those subjects for which daily, weekly, monthly, quarterly, or semiannual licenses
are provided by law. (b) No license shall be transferred except with the consent of the council
or other governing body of the municipality or of the director of finance or other chief revenue
officer or his or her designee, and no license shall be transferred to reflect a physical
change of address of the taxpayer within the municipality more than once during a license
year and never from one taxpayer to another. Provided that a mere change in the name or ownership
of a taxpayer that is a corporation, partnership, limited liability company, or other form
of legal entity now or hereafter recognized by the laws of...
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