10A-9A-10.08
Section 10A-9A-10.08 Filings required for merger; effective date. THIS SECTION WAS AMENDED BY ACT 2019-94 IN THE 2019 REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After each constituent organization has approved the plan of merger, a statement of merger must be signed on behalf of: (1) each constituent limited partnership, as provided in Section 10A-9A-2.03(a); and (2) each other constituent organization, as provided by its governing statute. (b) A statement of merger under this section must include: (1) the name, type of organization, and mailing address of the principal office of each constituent organization, the jurisdiction of the governing statute of each constituent organization, and the respective unique identifying numbers or other designations as assigned by the Secretary of State, if any, of each constituent organization; (2) the name, type of organization, and mailing address of the principal office of the surviving...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.08.htm - 4K - Match Info - Similar pages
10A-9A-2.03
Section 10A-9A-2.03 Execution of documents. (a) A writing delivered to the Secretary of State for filing pursuant to this chapter must be signed as provided by this section. (1) A limited partnership's initial certificate of formation must be signed by all general partners listed in the certificate of formation. (2) An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate of formation. (3) An amendment designating as general partner a person admitted under Section 10A-9A-8.01(c) following the dissociation of a limited partnership's last general partner must be signed by the person or persons so designated. (4) Any other amendment must be signed by: (A) at least one general partner; and (B) each other person designated in the amendment as a new general partner. (5) A restated certificate of formation must be signed by at least one general partner and, to the extent...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-2.03.htm - 3K - Match Info - Similar pages
40-18-24.2
Section 40-18-24.2 Taxation of pass-through entities. (a) For purposes of this section and Section 40-18-24.3, the following terms shall have the following meanings: (1) MEMBER. An individual, estate, trust or business trust as defined in Section 40-18-1, a corporation as defined in Section 40-18-1, or Subchapter K entity as defined in Section 40-18-1, that is a partner in a general, limited, limited liability, or limited liability limited partnership, or a member of a limited liability company. (2) NONRESIDENT. a. An individual who is not a resident of or domiciled in this state during the applicable tax year. b. A nonresident trust as defined in Section 40-18-1. c. A nonresident estate as defined in Section 40-18-1. d. A foreign corporation as defined in Section 40-18-1, not commercially domiciled in this state during the applicable tax year. e. A Subchapter K entity or business trust that is created or organized under the laws of a jurisdiction other than this state and that is not...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-18-24.2.htm - 7K - Match Info - Similar pages
41-7A-42
Section 41-7A-42 Definitions. For purposes of this article, the following terms shall have the following meanings: (1) COMPANY. A corporation, partnership, limited liability company, or any other business entity. (2) DEPARTMENT. The Alabama Department of Revenue. (3) ENTERTAINMENT INDUSTRY. Those persons or entities engaged in the production of entertainment content as defined under paragraph a. of subdivision (8). (4) EXPENDED IN ALABAMA. In the case of tangible property, property which is acquired or leased from a source within the State of Alabama; in the case of services, services performed for a qualified production project in the State of Alabama. (5) OFFICE. The Alabama Film Office. (6) PAYROLL. All salary, wages, and other compensation, including related benefits, including specifically, but not limited to, compensation and benefits provided to resident and nonresident producers, directors, writers, actors, and other personnel involved in qualified production projects in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/41-7A-42.htm - 5K - Match Info - Similar pages
10A-5A-11.13
Section 10A-5A-11.13 Other claims against dissolved series. Notwithstanding Sections 10A-1-9.01 and 10A-1-9.22: (a) A dissolved series may publish notice of its dissolution and request that persons with claims against the dissolved series present them in accordance with the notice. (b) The notice authorized by subsection (a) must: (1) be published at least one time in a newspaper of general circulation in the county in which the limited liability company's principal office is located or, if it has none in this state, in the county in which the limited liability company's most recent registered office is located; (2) describe the information that must be included in a claim and provide a mailing address to which the claim is to be sent; and (3) state that if not sooner barred, a claim against the dissolved series will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice. (c) If a dissolved series publishes a newspaper...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.13.htm - 5K - Match Info - Similar pages
10A-5-6.04
Section 10A-5-6.04 Death or incompetency of member. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the governing documents: (1) If a member who is an individual dies or if a court of competent jurisdiction adjudges a member to be incompetent to manage the member's person or property, the member's personal representative, conservator, legal representative, heirs, or legatees may exercise all the member's financial rights for the purpose of settling the member's estate or administering the member's property, including any power the member had to transfer the membership interest. (2) If a member is a corporation, limited liability company, trust, general partnership, limited partnership, registered limited liability partnership, custodianship, or other entity and is dissolved or terminated, the financial rights of that member may be exercised by the legal representative or successor of that member. (b) The personal...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-6.04.htm - 2K - Match Info - Similar pages
10A-5A-7.08
Section 10A-5A-7.08 Certificate of reinstatement. (a) In order to reinstate a limited liability company under this article, a certificate of reinstatement shall be delivered for filing to the Secretary of State which certificate of reinstatement shall have attached thereto a true and complete copy of the limited liability company's certificate of formation. The certificate of reinstatement shall state: (1) the name of the limited liability company before reinstatement; (2) the name of the limited liability company following reinstatement, which limited liability company name shall comply with Section 10A-5A-7.09; (3) the date of formation of the limited liability company; (4) the date of dissolution of the limited liability company, if known; (5) a statement that all applicable conditions of Section 10A-5A-7.07 have been satisfied; (6) the address of the registered office and the name of the registered agent at that address in compliance with Article 5 of Chapter 1; and (7) The unique...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-7.08.htm - 1K - Match Info - Similar pages
10A-9A-8.01
Section 10A-9A-8.01 Events of dissolution. A limited partnership is dissolved and its activities and affairs shall be wound up upon the occurrence of the first of the following events: (a) An event or circumstance that the partnership agreement states causes dissolution. (b) Consent of all partners to dissolve. (c) When there is no remaining general partner, unless either of the following applies: (1) All of the limited partners agree in writing, within 90 days after the dissociation of the last general partner, to continue the activities and affairs of the limited partnership and to admit one or more new general partners. (2) The activities and affairs of the limited partnership are continued and one or more new general partners are admitted in the manner stated in the partnership agreement. (d) When there is no remaining limited partner, unless either of the following applies: (1) All of the general partners agree in writing, within 90 days after the dissociation of the last limited...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-8.01.htm - 2K - Match Info - Similar pages
8-33-4
Section 8-33-4 Registration requirements. (a) A person may not operate as a warrantor or represent to the public that the person is a warrantor unless the person is registered with the department on a form prescribed by the commissioner. (b) Warrantor registration records shall be filed annually and shall be updated within 30 days of any change. The registration records shall contain the following information: (1) The warrantor's name, any fictitious names under which the warrantor does business in the state, principal office address, and telephone number. (2) The name and address of the warrantor's agent for service of process in the state if other than the warrantor. (3) The names of the warrantor's executive officer or officers directly responsible for the warrantor's vehicle protection product business. (4) The name, address, and telephone number of any administrators designated by the warrantor to be responsible for the administration of vehicle protection product warranties in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/8-33-4.htm - 2K - Match Info - Similar pages
10A-2-7.20
Section 10A-2-7.20 Shareholders' list for meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder. (b) The shareholders' list must be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or, if the corporation's principal office is located outside this state, at its registered office. A shareholder, his or her agent, or attorney is entitled on written demand to inspect and, for a proper purpose, to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.20.htm - 2K - Match Info - Similar pages
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