22-21-260
Section 22-21-260 Definitions. As used in this article, the following words and terms, and
the plurals thereof, shall have the meanings ascribed to them in this section, unless otherwise
required by their respective context: (1) ACQUISITION. Obtaining the legal equitable title
to a freehold or leasehold estate or otherwise obtaining the substantial benefit of such titles
or estates, whether by purchase, lease, loan or suffrage, gift, devise, legacy, settlement
of a trust or means whatever, and shall include any act of acquisition. The term "acquisition"
shall not mean or include any conveyance, or creation of any lien or security interest by
mortgage, deed of trust, security agreement, or similar financing instrument, nor shall it
mean or include any transfer of title or rights as a result of the foreclosure, or conveyance
or transfer in lieu of the foreclosure, of any such mortgage, deed of trust, security agreement,
or similar financing instrument, nor shall it mean or include any...
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40-27-1
Section 40-27-1 Compact adopted; terms. The following Multistate Tax Compact is hereby approved,
adopted and enacted into law by the State of Alabama: Multistate Tax Compact Article I. Purposes.
The purposes of this compact are to: 1. Facilitate proper determination of state and local
tax liability of multistate taxpayers, including the equitable apportionment of tax bases
and settlement of apportionment disputes. 2. Promote uniformity or compatibility in significant
components of tax systems. 3. Facilitate taxpayer convenience and compliance in the filing
of tax returns and in other phases of tax administration. 4. Avoid duplicative taxation. Article
II. Definitions. As used in this compact: 1. "State" means a state of the United
States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or possession
of the United States. 2. "Subdivision" means any governmental unit or special district
of a state. 3. "Taxpayer" means any corporation, partnership, firm,...
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10A-5-4.02
Section 10A-5-4.02 Limited liability company property. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Property may be acquired, held, and conveyed
in the name of the limited liability company. Any estate in real property may be acquired
in the name of the limited liability company and title to any estate so acquired shall vest
in the limited liability company itself rather than in the members individually. (b) All property
originally contributed to the limited liability company or subsequently acquired by a limited
liability company by purchase or otherwise is limited liability company property. A member
has no interest in specific limited liability company property. (c) Except as provided in
subsection (d), title to property of the limited liability company that is held in the name
of the limited liability company may be transferred by an instrument of transfer executed
by any member in the name of the limited liability company. (d) If the...
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10A-5-6.03
Section 10A-5-6.03 Right of assignee to become member. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the operating
agreement: (1) An assignee of an interest in a limited liability company may become a member
only if the other members unanimously consent. The consent of a member may be evidenced in
any manner specified in the operating agreement, but in the absence of such a specification,
consent shall be evidenced by a written instrument, dated and signed by the member. (2) The
assignor of a membership interest is not released from liability to the limited liability
company under Section 10A-5-5.02, whether or not the assignee becomes a member. (3) A member
who assigns the member's entire interest in the limited liability company ceases to be a member
or to have the power to exercise any rights of a member when any assignee of the interest
becomes a member with respect to the assigned interest. (b) An assignee who...
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10A-5-6.06
Section 10A-5-6.06 Cessation of membership. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) A person ceases to be a member of a limited liability company
upon the occurrence of one or more of the following events: (1) The member ceases to be a
member by voluntary act as provided in subsection (d). (2) The member ceases to be a member
of the limited liability company as provided in Section 10A-5-6.03. (3) The member is removed
as a member in either of the following manners: a. In accordance with the operating agreement.
b. Subject to contrary provisions in the operating agreement, when the member assigns all
of the member's interest in the limited liability company, by an affirmative vote of a majority
in number of the members who have not assigned their interests. (b) Subject to contrary provisions
in the operating agreement, or written consent of all members at the time, a person ceases
to be a member upon the occurrence of one or more of the...
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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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10A-5-4.01
Section 10A-5-4.01 Management of the limited liability company; creation of classes; voting;
rights; meetings. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1,
2017. (a) Unless otherwise stated in the certificate of formation, the management of the limited
liability company is vested in its members. Subject to any provisions in the operating agreement
or this chapter restricting or enlarging the management rights and duties of any person or
group or class of persons, the members shall have the right and authority to manage the business
or affairs of the limited liability company and to make all decisions with respect thereto.
(b) If the certificate of formation vests management of the limited liability company in one
or more managers, then the managers shall have the power to manage the business or affairs
of the limited liability company as provided in the operating agreement. Except as otherwise
provided in the operating agreement, the managers: (1) Shall be...
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10A-5A-4.09
Section 10A-5A-4.09 Records to be kept; right of members and dissociated members to information.
Notwithstanding Sections 10A-1-3.32 and 10A-1-3.33: (a) Each limited liability company shall
maintain the following records: (1) A current list of the full name and last known business
or residence street address of each member. (2) A copy of the filed certificate of formation
and all amendments thereto, together with executed copies of any powers of attorney pursuant
to which any documents have been executed. (3) Copies of the limited liability company's federal,
state, and local income tax returns and reports, if any, for the three most recent years.
(4) Copies of the then effective limited liability company agreement including any amendments
thereto. (5) Copies of any financial statements of the limited liability company for the three
most recent years. (b) Subject to subsection (g), on 10 days' notice made in a writing received
by the limited liability company, the records set forth in...
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10A-5-5.05
Section 10A-5-5.05 Purchase of interest of member whose membership has ceased. REPEALED IN
THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. Unless the governing documents
of a limited liability company or a private agreement provide for the purchase of the interest
of a former member whose membership has ceased, neither the limited liability company nor
its members shall be obligated to purchase the interest of a former member whose membership
has ceased. (Acts 1993, No. 93-724, p. 1425, §30; Act 97-920, 1st Ex. Sess., p. 312, §1;
§10-12-30; amended and renumbered by Act 2009-513, p. 967, §232.)...
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10A-5-6.05
Section 10A-5-6.05 Member's financial rights subject to charging order. REPEALED IN THE 2014
REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) On application to a court of
competent jurisdiction by any judgment creditor of a member or assignee, the court may charge
the interest of the member or assignee with payment of the unsatisfied amount of the judgment
with interest. To the extent so charged, the judgment creditor has only the rights of an assignee
of financial rights. This section shall be the sole and exclusive remedy of a judgment creditor
with respect to the judgment debtor's membership interest. (b) This chapter does not deprive
any member of the benefit of any exemption laws applicable to the member's limited liability
company interest. (Acts 1993, No. 93-724, p. 1425, §35; Act 97-920, 1st Ex. Sess., p. 312,
§1; §10-12-35; amended and renumbered by Act 2009-513, p. 967, §234.)...
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