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10A-9A-10.06
Section 10A-9A-10.06 Merger. (a) A limited partnership may merge with one or more other constituent
organizations pursuant to this section, Sections 10A-9A-10.07 through 10A-9A-10.09, and a
plan of merger, if: (1) the governing statute of each of the other organizations authorizes
the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted any
of those governing statutes; and (3) each of the other organizations complies with its governing
statute in effecting the merger. (b) A plan of merger must be in writing and 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-10.06.htm - 2K - Match Info - Similar pages
10A-9A-10.10
Section 10A-9A-10.10 Restrictions on approval of mergers, conversions and on relinquishing
LLLP status. (a) If a partner of a converting or constituent limited partnership will have
personal liability with respect to a converted or surviving organization, approval
and amendment of a plan of conversion or plan of merger are ineffective without that partner's
consent to the plan. (b) An amendment to a certificate of formation which deletes a statement
that the limited partnership is a limited liability limited partnership is ineffective without
each general partner's written consent to such amendment. (c) A partner does not give the
consent required by subsection (a) or (b) merely by consenting to a provision of the partnership
agreement that permits the partnership agreement to be amended with the consent of fewer than
all the partners. (Act 2016-379, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.10.htm - 1K - Match Info - Similar pages
10A-5A-10.07
Section 10A-5A-10.07 Filings required for merger; effective date. (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 liability company, as provided in Section 10A-5A-2.04(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
number or other designation 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 organization, the unique identifying number or other designation as assigned
by the Secretary of State, if any, of the surviving organization, the...
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27-7-1
with or offering advice directly to a purchaser or prospective purchaser of a particular contract
of insurance concerning any of the substantive benefits, terms, or conditions of the contract,
provided that the person engaged in that act either sells insurance or obtains insurance from
insurers for purchasers. (17) PERSON. An individual or a business entity. (18) PROPERTY LINES
OF AUTHORITY. Any one or more of the following lines as defined in Section 27-7-14.1: Property;
casualty; and personal lines. (19) SELL. To exchange a contract of insurance by any
means, for money or its equivalent, on behalf of an insurance company. (20) SERVICE REPRESENTATIVE.
A natural person, other than an officer, manager, or managing general agent of the insurer,
employed on salary or at an hourly rate by an insurer, managing general agent, or a captive
producer to work for, with or through producers in selling, soliciting, or negotiating insurance
in the insurer or in the insurers represented by the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-7-1.htm - 7K - Match Info - Similar pages
10A-9A-1.06
Section 10A-9A-1.06 Governing law. (a) The law of this state governs: (1) the organization
and internal affairs of a limited partnership; (2) the liability of a partner as a partner
for the debts, obligations, or other liabilities of a limited partnership; and (3) the authority
of the partners of a limited partnership. (b) The law of the state or other jurisdiction under
which a foreign limited partnership is formed governs: (1) the organization and internal affairs
of a foreign limited partnership; (2) the liability of a partner as a partner for the debts,
obligations, or other liabilities of a foreign limited partnership; and (3) the authority
of the partners of a foreign limited partnership. (Act 2016-379, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-1.06.htm - 1K - Match Info - Similar pages
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
27-27-5
Section 27-27-5 Solicitation permit - Application. To apply for a solicitation permit, the
person shall: (1) File with the commissioner a request therefor showing: a. Name, type and
purpose of insurer, corporation, syndicate, association, firm, partnership, or organization
formed or proposed to be formed; b. Names, addresses, business background, and qualifications
of each person associated, or to be associated, in the enterprise or in the formation of the
proposed insurer, corporation, syndicate, association, firm, partnership, or organization;
c. Full disclosure of the terms of all pertinent understandings and agreements existing or
proposed among persons so associated; and copies of all such agreements, relative to the proposed
financing of the insurer, corporation, syndicate, association, firm, partnership, or organization,
or the formation thereof; d. The plan according to which solicitations are to be made; and
e. Such additional information as the commissioner may reasonably...
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10A-3-1.02
Section 10A-3-1.02 Definitions. As used in this chapter, the following terms shall have the
following meanings, respectively, unless the context otherwise requires: (1) ARTICLES OF INCORPORATION.
The original or restated articles of incorporation or articles of consolidation and all amendments
thereto, including articles of merger, of a domestic or foreign nonprofit corporation. The
term articles of incorporation of a nonprofit corporation constitutes its certificate of formation
as defined in Section 10A-1-1.03(7). The terms may be used interchangeably. The articles of
incorporation or certificate of formation of a nonprofit corporation, together with its bylaws,
constitute its governing documents within the meaning of Section 10A-1-1.03(40). (2) BOARD
OF DIRECTORS. The group of persons vested with the management of the affairs of the corporation
irrespective of the name by which the group is designated. The board of directors of a nonprofit
corporation is its governing authority as...
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10A-8A-1.06
Section 10A-8A-1.06 Governing law. (a) Except as otherwise provided in subsections (b), (c),
and (d) of this section, the law of the jurisdiction in which the partnership has its principal
office governs the partnership agreement and the relations among the partners and between
the partners and the partnership. (b) The law of this state governs the (i) internal affairs
of a limited liability partnership, including the relations among the partners and between
the partners and the partnership, (ii) the liability of a partner as a partner for the debts,
obligations, or other liabilities of a limited liability partnership, and (iii) the authority
of the partners of a limited liability partnership. (c) The law of the jurisdiction in which
a foreign limited liability partnership has filed its statement of limited liability partnership
or similar writing governs the (i) internal affairs of that foreign limited liability partnership,
including the relations among the partners and between the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-1.06.htm - 2K - 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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