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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 REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144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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27-60-2
Section 27-60-2 Interstate Insurance Product Regulation Compact. The State of Alabama hereby
agrees to the following interstate compact known as the Interstate Insurance Product Regulation
Compact: ARTICLE I. PURPOSES. The purposes of this compact are, through means of joint and
cooperative action among the compacting states: 1. To promote and protect the interest of
consumers of individual and group annuity, life insurance, disability income, and long-term
care insurance products; 2. To develop uniform standards for insurance products covered under
the compact; 3. To establish a central clearinghouse to receive and provide prompt review
of insurance products covered under the compact and, in certain cases, advertisements related
thereto, submitted by insurers authorized to do business in one or more compacting states;
4. To give appropriate regulatory approval to those product filings and advertisements satisfying
the applicable uniform standard; 5. To improve coordination of...
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10A-5-2.02
Section 10A-5-2.02 Supplemental Provisions required in the certificate of formation. REPEALED
IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. In addition to the
information required for a certificate of formation by Section 10A-1-3.05, the certificate
of formation of a limited liability company shall set forth: (1) The right, if given, of the
member or members to admit additional members, and the terms and conditions of the admission.
(2) The circumstances, if any, under which the cessation of membership of one or more members
will result in dissolution of the limited liability company. (3) If the limited liability
company is to be managed by one or more managers, the certificate of formation shall so state
and shall set out the names and the mailing addresses of the manager or managers who are to
serve as managers until their successors are elected and begin serving. (Acts 1993, No. 93-724,
p. 1425, §10; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-10;...
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10A-2-14.22
Section 10A-2-14.22 Reinstatement following administrative dissolution. REPEALED IN THE 2019
REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE
SUPPLEMENT. (a) A corporation administratively dissolved under Section 10A-2-14.21 may apply
to the Secretary of State for reinstatement within two years after the effective date of dissolution.
The application must: (1) Recite the name and address of the corporation and the effective
date of its administrative dissolution; (2) State that the ground or grounds for dissolution
either did not exist or have been eliminated; (3) State that the corporation's name satisfies
the requirements of Sections 10A-1-5.03 and 10A-1-5.04; and (4) Contain a certificate from
the Department of Revenue reciting that all taxes owed by the corporation have been paid.
(b) If the Secretary of State determines that the application contains the information required
by subsection (a) and that the information is correct, he or she...
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10A-5-7.06
Section 10A-5-7.06 Articles of dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) After the dissolution of the limited liability company pursuant
to Section 10A-5-7.01, the limited liability company shall file articles of dissolution in
the office of the judge of probate of the county in which the certificate of formation was
filed. The articles of dissolution shall set forth: (1) The name of the limited liability
company. (2) The date of filing its certificate of formation. (3) The reason for filing the
articles of dissolution. (4) The effective date of the articles of dissolution, which shall
be a date certain, if they are not to be effective immediately. (5) Any other information
the members or managers filing the articles deem appropriate. (b) The articles of dissolution
and two copies shall be delivered to the judge of probate. If the judge of probate finds that
the articles of dissolution conform to law and that all fees prescribed in...
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10A-2-14.23
Section 10A-2-14.23 Appeal from denial of reinstatement. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
If the Secretary of State denies a corporation's application for reinstatement following administrative
dissolution, he or she shall serve the corporation under Section 10A-1-5.31, 10A-1-5.35, or
10A-1-5.36 with a written notice that explains the reason or reasons for denial. (b) The corporation
may appeal the denial of reinstatement to the circuit court of the county where its articles
of incorporation are filed within 30 days after service of the notice of denial is perfected.
A corporation created by an act of the Legislature prior to the adoption of the Constitution
of Alabama of 1901, or which resulted from a merger or consolidation, may appeal to the Circuit
Court of Montgomery County. The corporation appeals by petitioning the court to set aside
the dissolution and attaching to the petition copies...
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10A-5-2.04
Section 10A-5-2.04 Execution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. (a) Unless otherwise specified in this chapter, each filing instrument required
by this chapter to be filed in the office of the judge of probate shall be executed in the
following manner: (1) The certificate of formation shall be signed by one or more members
named therein or an organizer. (2) An amendment shall be signed by at least one member. (3)
If an amendment requires the adding of a new member, the amendment shall be signed by a person
who was a member before the amendment was filed and by the new member. (4) Articles of dissolution
shall be signed by at least one member, as authorized pursuant to the operating agreement.
(b) Any person may sign a document required by this chapter by an attorney-in-fact, but a
power of attorney relating to the admission of a member shall specify that admission of a
new member is an authorized act of the attorney-in-fact. (Acts 1993, No....
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10A-5A-11.09
Section 10A-5A-11.09 Event requiring dissolution. A series is dissolved and its activities
and affairs shall be wound up upon the first to occur of the following: (a) the dissolution
of the limited liability company under Section 10A-5A-7.01; (b) an event or circumstance that
the limited liability company agreement states causes dissolution of the series; (c) the consent
of all of the members associated with the series; (d) the passage of 90 days after the occurrence
of the dissociation of the last remaining member associated with the series; or (e) on application
by a member associated with the series, an order dissolving the series on the grounds that
it is not reasonably practicable to carry on the series' activities and affairs in conformity
with the limited liability company agreement which order is entered by the designated court,
and if none, by the circuit court for the county in which the limited liability company's
principal office within this state is located, and if the...
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10A-9A-1.03
Section 10A-9A-1.03 Knowledge and 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 or gives a notification to another person 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 partnership's: (1) matters included in
the certificate of formation under Sections 10A-9A-2.01(a)(1), (a)(2), (a)(3), (a)(4), if
applicable, (a)(5), and (a)(6) upon filing; (2) general partner dissociating as a general
partner, 90 days after the effective date of an amendment to the certificate of formation...
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10A-20-1.08
Section 10A-20-1.08 Fees to be paid to the Secretary of State. Upon the presentation to the
Secretary of State of any application provided for in this article, the applicant shall pay
to the Secretary of State the fee prescribed to be paid to the Secretary of State by Chapter
1 as follows: (1) for the filing of an application under Section 10A-20-1.02 to become a corporation
sole, the fee prescribed for filing a certificate of formation; (2) for the filing of an application
under Section 10A-20-1.05 for a certificate of succession, the fee prescribed for filing a
certificate of formation; (3) for the filing of an application under Section 10A-20-1.06 for
appointment of an administrator, the fee prescribed for filing a certificate of formation;
and (4) for the filing of an application to dissolve under Section 10A-20-1.07, the fee prescribed
for filing a statement or articles of dissolution. (Acts 1911, No. 429, p. 452; Code 1923,
§7119; Code 1940, T. 10, §122; §10-4-8; amended and...
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