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-9A-1.11
Section 10A-9A-1.11 Required information. A limited partnership shall maintain the following information: (1) A current list of the full name and last known business or residential street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order. (2) Copies of the filed certificate of formation and all amendments thereto, together with signed copies of any powers of attorney under which any certificate of formation, amendment, or restatement has been signed. (3) Copies of any filed statement of conversion or merger. (4) Copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years. (5) Copies of the then effective partnership agreement and any amendment thereto. (6) Copies of any financial statement of the limited partnership for the three most recent years. (7) Copies of any writing made by the limited partnership during...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-1.11.htm - 2K - Match Info - Similar pages
37-6-16
Section 37-6-16 Conversion of existing corporation into cooperative. Any corporation organized under the laws of this state for the purpose, among others, of supplying electric energy to its members may be converted into a cooperative and become subject to this chapter with the same effect as if originally organized under this chapter by complying with the following requirements: The proposition for the conversion of such corporation into a cooperative and proposed articles of conversion to give effect thereto shall be first approved by the board of trustees or the board of directors, as the case may be, of such corporation. The proposed articles of conversion shall recite in the caption that they are executed pursuant to this chapter and shall state: The name of the corporation prior to its conversion into a cooperative; the address of the principal office of such corporation; the date of the filing of articles of incorporation of such corporation in the office of the secretary of...
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10A-2A-9.13
Section 10A-2A-9.13 Statement of conversion; effectiveness. (a) After a plan of conversion is approved: (1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), which statement of conversion must be signed in accordance with Section 10A-1-4.01 and which must include: (A) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other designation as assigned by the Secretary of State, if any; (B) the date of the filing of the certificate of formation of the converting organization, if any, and all prior amendments and the filing office or offices, if any, where the certificate of formation and amendments are filed; (C) a statement that the converting organization has been converted into the converted organization; (D) the name...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.13.htm - 6K - Match Info - Similar pages
10A-1-7.14
Section 10A-1-7.14 Appeal from revocation. (a) A foreign entity may appeal the Secretary of State's revocation of its registration to the Circuit Court of Montgomery County within 30 days after service of the certificate of revocation is perfected under Section 10A-1-7.13. The foreign entity appeals by petitioning the court to set aside the revocation and attaching to the petition copies of the Secretary of State's acknowledgment of its application for registration or statement of foreign limited liability partnership, as applicable, and the Secretary of State's certificate of revocation. (b) The court may summarily order the Secretary of State to reinstate the registration, may order a trial de novo, or may take any other action the court considers appropriate. (c) The court's final decision may be appealed as in other civil proceedings. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.32; amended and renumbered by Act 2009-513, p. 967, §61; Act 2018-125, §3.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-7.14.htm - 1K - Match Info - Similar pages
40-23-171
Section 40-23-171 Definitions. As used in this division, the following terms shall have the following meanings: (1) AGREEMENT. An interstate agreement for simplification and uniformity of taxation among member states in order to reduce the burden of tax compliance for sellers and for all types of commerce and to provide a means by which sales and use taxes may be collected from remote sellers. (2) REMOTE SELLER. An individual, trust, estate, fiduciary, partnership, limited liability company, limited liability partnership, corporation, or other similar legal entity that sells tangible personal property or a service, but does not have nexus in this state. (3) SALES AND USE TAXES. Sales and use taxes and gross receipts taxes in the nature of a sales tax imposed pursuant to Alabama law. (4) STATE. A state of the United States and the District of Columbia. (Act 2002-418, p. 1068, §2.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-23-171.htm - 1K - Match Info - Similar pages
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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41-16-5
Section 41-16-5 Public contracts with entities engaging in certain boycotting activities. (a) For the purposes of this section, the following terms shall have the following meanings: (1) BOYCOTT. To blacklist, divest from, or otherwise refuse to deal with a person or business entity when the action is based on race, color, religion, gender, or national origin of the targeted person or entity or is based on the fact that the boycotted person or entity is doing business in a jurisdiction with which this state can enjoy open trade and with which the targeted person or entity is doing business. (2) BUSINESS ENTITY. A corporation, partnership, limited liability company, organization, or other legal entity conducting or operating any trade or business in Alabama or a corporation, organization, or other legal entity operating in Alabama that is exempt from taxation under Section 501(C)(3) or (4) of the Internal Revenue Code. (3) GOVERNMENTAL ENTITY. The state or any political subdivision...
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10A-2A-9.12
Section 10A-2A-9.12 Action on a plan of conversion. In the case of a conversion of a corporation the plan of conversion shall be adopted in the following manner: (a) The plan of conversion shall first be adopted by the board of directors. (b) The plan of conversion shall then be approved by the stockholders. In submitting the plan of conversion to the stockholders for their approval, the board of directors must recommend that the stockholders approve the plan, unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make a recommendation, or (ii) Section 10A-2A-8.26 applies. If either (i) or (ii) applies, the board of directors shall inform the stockholders of the basis for its so proceeding. (c) The board of directors may set conditions for approval of the plan of conversion by the stockholders or the effectiveness of the plan of conversion. (d) If the approval of the stockholders is to be given at a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.12.htm - 2K - Match Info - Similar pages
10A-9A-6.05
Section 10A-9A-6.05 Effect of dissociation as general partner. (a) Upon a person's dissociation as a general partner: (1) the person's right to participate as a general partner in the management and conduct of the partnership's activities and affairs terminates; (2) the person's duty to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities and affairs terminates; (3) the person's following duties continue only with regard to matters arising and events occurring before the person's dissociation as a general partner: (A) the duty to account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities and affairs or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity; (B) the duty to refrain from dealing with...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-6.05.htm - 2K - Match Info - Similar pages
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