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10A-2A-8.51
Section 10A-2A-8.51 Permissible indemnification. (a) Except as otherwise provided in this section,
a corporation may indemnify an individual who is a party to a proceeding because the individual
is a director against liability incurred in the proceeding if: (1) (i) the director conducted
himself or herself in good faith; and (ii) the director reasonably believed: (A) in the case
of conduct in an official capacity, that his or her conduct was in the best interests of the
corporation; and (B) in all other cases, that his or her conduct was at least not opposed
to the best interests of the corporation; and (iii) in the case of any criminal proceeding,
the director had no reasonable cause to believe his or her conduct was unlawful; or (2) the
director engaged in conduct for which broader indemnification has been made permissible or
obligatory under a provision of the certificate of incorporation (as authorized by Section
10A-2A-2.02(b)(5)). (b) A director's conduct with respect to an...
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10A-5-7.02
Section 10A-5-7.02 Judicial dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. On application by or for a member, the circuit court for the county
in which the certificate of formation is filed may decree dissolution of a limited liability
company whenever it is not reasonably practicable to carry on the business in conformity with
the governing documents. (Acts 1993, No. 93-724, p. 1425, §38; §10-12-38; amended and renumbered
by Act 2009-513, p. 967, §236.)...
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34-14A-2
Section 34-14A-2 Definitions. As used in this chapter, the following terms shall have the following
meanings, respectively, unless the context clearly indicates otherwise: (1) ADVISORY COUNCIL.
The Alabama Construction Trade Advisory Council. (2) BOARD. The Home Builders Licensure Board.
(3) COST OF THE UNDERTAKING. The total cost of the materials, labor, supervision, overhead,
and profit. (4) HOMEOWNER. A person who owns and resides in or intends to reside in a structure
constructed or remodeled by a licensee of the board, or who contracts with a licensee for
the purchase, construction, repair, improvement, or reimprovement of a structure to be used
as a residence. (5) IMPROVEMENT. Any site-built addition or enhancement attached to or detached
from a residence or structure for use and enjoyment by the homeowner. (6) INACTIVE LICENSE.
A license issued at the request of a licensee, or a building official or a building inspector,
that is renewable, but that is not currently valid. (7)...
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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...
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10A-5A-1.03
Section 10A-5A-1.03 Knowledge; notice. (a) A person knows a fact when the person: (1) has actual
knowledge of it; or (2) is deemed to know it under law other than this chapter. (b) A person
has notice of a fact when the person: (1) knows of it; (2) receives notification of it; (3)
has reason to know the fact from all of the facts known to the person at the time in question;
or (4) is deemed to have notice of the fact under subsection (d). (c) A person notifies another
of a fact by taking steps reasonably required to inform the other person in ordinary course,
whether or not the other person knows the fact. (d) A person is deemed to have notice of a
limited liability company's: (1) matters included in the certificate of formation under Sections
10A-5A-2.01(a)(1), (a)(2), (a)(3), (a)(4) and, if applicable, (a)(5) upon filing; (2) dissolution,
90 days after a statement of dissolution under Section 10A-5A-7.02(b)(1) becomes effective;
(3) merger or conversion, 90 days after a statement of...
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25-5-50
Section 25-5-50 Applicability; exemptions; coverage for school boards, volunteer fire departments,
and rescue squads; sports officials. (a) This article and Article 2 of this chapter shall
not be construed or held to apply to an employer of a domestic employee; an employer of a
farm laborer; an employer of a person whose employment at the time of the injury is casual
and not in the usual course of the trade, business, profession, or occupation of the employer;
an employer who regularly employs less than five employees in any one business, other than
the business of constructing or assisting on-site in the construction of new single-family,
detached residential dwellings; or a municipality having a population of less than 2,000 according
to the most recent federal decennial census. An employer who regularly employs less than five
employees in any one business; a farm-labor employer; an employer of a domestic employee;
or a municipality having a population of less than 2,000 according to...
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22-21-33
Section 22-21-33 Penalties for operation of or referring persons to unlicensed hospital. (a)(1)
Any individual, association, corporation, partnership, limited liability company, or other
business entity who operates or causes to be operated a hospital of any kind as defined in
this article or any rules promulgated hereunder, without having been granted a license by
the State Board of Health shall be guilty of a Class B misdemeanor upon conviction, except
that any individual, association, corporation, partnership, limited liability company, or
other business entity who operates or causes to be operated a hospital of any kind as defined
in this article or any rules promulgated hereunder without having been granted a license by
the State Board of Health shall be guilty of a Class A misdemeanor upon conviction of a second
or any subsequent offense. (2) The State Board of Health, upon determination that a facility
or business is operating as a hospital, within the meaning of this article or...
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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-2-8.57
Section 10A-2-8.57 Insurance. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation may purchase and
maintain insurance, or furnish similar protection, including but not limited to trust funds,
self-insurance reserves, or the like, on behalf of an individual who is or was a director,
officer, employee, or agent of the corporation, or who, while a director, officer, employee,
or agent of the corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture trust, employee benefit plan, or other enterprise, against liability
asserted against or incurred by him or her in that capacity or arising from his or her status
as a director, officer, employee, or agent, whether or not the corporation would have power
to indemnify him or her against the same liability under Section...
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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...
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