10A-9A-6.01
Section 10A-9A-6.01 Dissociation as a limited partner. (a) A person does not have a right to
dissociate as a limited partner before the dissolution and winding up of the limited partnership.
(b) A person is dissociated from a limited partnership as a limited partner upon the occurrence
of any of the following events: (1) an event stated in the partnership agreement as causing
the person's dissociation as a limited partner; (2) the person is expelled as a limited partner
pursuant to the partnership agreement; (3) the person is expelled as a limited partner by
the unanimous consent of the other partners if: (A) it is unlawful to carry on the limited
partnership's activities and affairs with the person as a limited partner; (B) there has been
a transfer of all of the person's transferable interest in the limited partnership, other
than a transfer for security purposes; (C) the person is an organization and, within 90 days
after the limited partnership notifies the person that it will be...
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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-2A-11.01
Section 10A-2A-11.01 Definitions. Notwithstanding Section 10A-1-1.03, as used in this article,
unless the context otherwise requires, the following terms mean: (1) "Acquired entity"
means the corporation or foreign corporation that will have all of one or more classes or
series of its stock acquired in a stock exchange. (2) "Acquiring entity" means the
corporation or foreign corporation that will acquire all of one or more classes or series
of stock of the acquired entity in a stock exchange. (3) "Constituent corporation"
means a constituent organization that is a corporation. (4) "Constituent organization"
means an organization that is party to a merger under this article. (5) "Governing statute"
of an organization means the statute that governs the organization's internal affairs. (6)
"Organization" means a general partnership, including a limited liability partnership;
limited partnership, including a limited liability limited partnership; limited liability
company; business trust;...
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10A-5A-10.01
Section 10A-5A-10.01 Conversion. (a) An organization other than a limited liability company
may convert to a limited liability company, and a limited liability company may convert to
an organization other than a limited liability company pursuant to this section, Sections
10A-5A-10.02 through 10A-5A-10.03, and a plan of conversion, if: (1) the governing statute
of the organization that is not a limited liability company authorizes the conversion; (2)
the law of the jurisdiction governing the converting organization and the converted organization
does not prohibit the conversion; and (3) the converting organization and the converted organization
each comply with the governing statute and organizational documents applicable to that organization
in effecting the conversion. (b) A plan of conversion must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of the converting
organization, and its unique identifying number or other...
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10A-5A-7.05
Section 10A-5A-7.05 Other claims against dissolved limited liability company. Notwithstanding
Sections 10A-1-9.01 and 10A-1-9.22: (a) A dissolved limited liability company may publish
notice of its dissolution and request that persons with claims against the dissolved limited
liability company 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 dissolved limited liability company's principal office is located
or, if it has none in this state, in the county in which the dissolved 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 limited liability company will be barred
unless a proceeding to enforce the claim is commenced within two...
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22-11B-4
Section 22-11B-4 Limited immunity of person or entity providing information. All persons, firms,
corporations, or other public or private entities and all officers, agents, servants, or employees
who provide information for exchange in good faith pursuant to this chapter shall be immune
from civil and criminal liability for those actions and no cause of action shall be created
by their acts or omissions hereunder. (Acts 1995, No. 95-530, p. 1075, §4.)...
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10A-5A-9.01
Section 10A-5A-9.01 Direct action by members. (a) Subject to subsection (b), a member may maintain
a direct action against another member or members or the limited liability company, or a series
thereof, to enforce the member's rights and otherwise protect the member's interests, including
rights and interests under the limited liability company agreement or this chapter or arising
independently of the membership relationship. (b) A member maintaining a direct action under
subsection (a) must plead and prove an actual or threatened injury that is not solely the
result of an injury suffered or threatened to be suffered by the limited liability company,
or series thereof. (c)(1) A member may maintain a direct action to enforce a right of a limited
liability company if all members at the time of suit are parties to the action. (2) A member
associated with a series may maintain a direct action to enforce a right of the series if
all members associated with the series at the time of suit...
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10A-8A-9.01
Section 10A-8A-9.01 Definitions. Notwithstanding Section 10A-1-1.03, as used in this article,
unless the context otherwise requires, the following terms mean: (1) "Constituent organization"
means an organization that is party to a merger under this article. (2) "Constituent
partnership" means a constituent organization that is a partnership. (3) "Converted
organization" means the organization into which a converting organization converts pursuant
to this article. (4) "Converting organization" means an organization that converts
into another organization pursuant to this article. (5) "Converting partnership"
means a converting organization that is a partnership. (6) "Governing statute" of
an organization means the statute that governs the organization's internal affairs. (7) "Organization"
means a partnership, including a limited liability partnership; limited partnership, including
a limited liability limited partnership; limited liability company; business trust; corporation;...

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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...
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10A-9A-9.01
Section 10A-9A-9.01 Direct action by partner. (a) Subject to subsection (b), a partner may
maintain a direct action against another partner or partners or the limited partnership, with
or without an accounting as to the partnership's activities and affairs, to enforce the partner's
rights and otherwise protect the partner's interests, including rights and interests under
the partnership agreement or this chapter or arising independently of the partnership relationship.
(b) A partner maintaining a direct action under subsection (a) must plead and prove an actual
or threatened injury that is not solely the result of an injury suffered or threatened to
be suffered by the limited partnership. (c) A partner may maintain a direct action to enforce
a right of a limited partnership if all partners at the time of suit are parties to the action.
(d) The accrual of, and any time limitation on, a right of action for a remedy under this
section is governed by other law. (e) A right to an accounting...
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