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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-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-9A-1.08
Section 10A-9A-1.08 Effect of partnership agreement; nonwaivable provisions. (a) Except
as otherwise provided in subsections (b) and (c): (1) the partnership agreement governs relations
among the partners as partners and between the partners and the partnership; and (2) to the
extent the partnership agreement does not otherwise provide for a matter described in subsection
(a)(1), this chapter governs the matter. (b)(1) To the extent that, at law or in equity, a
partner or other person has duties, including fiduciary duties, to a limited partnership or
to another partner or to another person that is a party to or is otherwise bound by a partnership
agreement, the partner's or other person's duties may be expanded or restricted or eliminated
by provisions in a written partnership agreement, but the implied contractual covenant of
good faith and fair dealing may not be eliminated. (2) A written partnership agreement may
provide for the limitation or elimination of any and all liabilities...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-1.08.htm - 5K - Match Info - Similar pages
39-2-12
Section 39-2-12 Partial and final payments of contractors by awarding authorities. (a)
As used in this section the following words shall have the meanings ascribed to them
as follows: (1) CONTRACTOR. Any natural person, partnership, company, firm, corporation, association,
limited liability company, cooperative, or other legal entity licensed by the Alabama State
Licensing Board for General Contractors. (2) NONRESIDENT CONTRACTOR. A contractor which is
neither a. organized and existing under the laws of the State of Alabama, nor b. maintains
its principal place of business in the State of Alabama. A nonresident contractor which has
maintained a permanent branch office within the State of Alabama for at least five continuous
years shall not thereafter be deemed to be a nonresident contractor so long as the contractor
continues to maintain a branch office within Alabama. (3) RETAINAGE. That money belonging
to the contractor which has been retained by the awarding authority conditioned on...
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10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03,
as used in this chapter, unless otherwise specified or unless the context otherwise requires,
the following terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all
classes and series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL
STOCKHOLDER means a person who owns the beneficial interest in stock, which is either a record
stockholder or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any
other documents permitted or required to be delivered for filing by a corporation with the
Secretary of State under this chapter or Chapter 1 that modify, amend, supplement, restate,
or replace the certificate of incorporation. After an amendment of the certificate...
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10A-1-3.17
Section 10A-1-3.17 Restated certificate of formation. (a) A restated certificate of
formation must accurately state the text of the previous certificate of formation, regardless
of whether the certificate of formation is an original, corrected, or restated certificate,
and include: (1) each previous amendment to the certificate being restated that is carried
forward; and (2) each new amendment to the certificate being restated. (b) A restated certificate
of formation may omit: (1) the name and address of each organizer other than the name and
address of each general partner of a limited partnership; and (2) any other information that
may be omitted under the provisions of this title applicable to the filing entity. (c) A restated
certificate of formation that does not make new amendments requiring owner approval to the
certificate of formation being restated must be accompanied by: (1) a statement that (i) the
restated certificate of formation accurately states the text of the...
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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-5A-10.08
Section 10A-5A-10.08 Effect of merger. (a) When a merger becomes effective: (1) the
surviving organization continues or, in the case of a surviving organization created pursuant
to the merger, comes into existence; (2) each constituent organization that merges into the
surviving organization ceases to exist as a separate entity; (3) except as provided in the
plan of merger, all property owned by, and every contract right possessed by, each constituent
organization, or series thereof, that ceases to exist vests in the surviving organization
without transfer, reversion, or impairment and the title to any property and contract rights
vested by deed or otherwise in the surviving organization shall not revert, be in any way
impaired, or be deemed to be a transfer by reason of the merger; (4) all debts, obligations,
and other liabilities of each constituent organization, or series thereof, other than the
surviving organization, are debts, obligations, and other liabilities of the surviving...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.08.htm - 5K - Match Info - Similar pages
5-7A-62
Section 5-7A-62 Application to convert charter; written plan of conversion; authorizing
resolution; submission to superintendent; fee; tentative approval; vote of stockholders or
members; directors; articles of incorporation and bylaws; statement of superintendent's objections;
amendment; appeal of disapproval; application to FDIC; final approval and permit. Any savings
institution may apply to the superintendent for permission to convert its charter in order
to do business as a state chartered bank in accordance with the following procedures: (1)
The board of directors shall approve a written plan of conversion, the application for conversion
and shall adopt an authorizing resolution, all by a vote of a majority of all the directors.
The plan of conversion shall include a statement of: a. The proposed organization and management
structure of the resulting bank if the application were approved, and the proposed name under
which it would do business as a bank; b. The method and time...
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40-23-199.2
Section 40-23-199.2 Marketplace facilitators. (a) For the purpose of this Act 2018-539,
the following terms shall have the respective meanings ascribed to them: (1) DEPARTMENT. The
Alabama Department of Revenue. (2) MARKETPLACE FACILITATOR. A person that contracts with marketplace
sellers to facilitate for a consideration, regardless of whether deducted as fees from the
transaction, the sale of the marketplace seller's products through a physical or electronic
marketplace operated by a person, and engages: a. Either directly or indirectly, through one
or more affiliated persons in any of the following: 1. Transmitting or otherwise communicating
the offer or acceptance between the purchaser and marketplace seller; 2. Owning or operating
the infrastructure, electronic or physical, or technology that brings purchasers and marketplace
sellers together; 3. Providing a virtual currency that purchasers are allowed or required
to use to purchase products from the marketplace seller; or 4....
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