10A-5-7.05
Section 10A-5-7.05 Distribution of assets upon dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. Upon the winding up of a limited liability company, the assets of the limited liability company shall be distributed in the following order of priority: (1) To creditors, including members who are creditors to the extent allowed by Section 10A-5-3.01 or otherwise permitted by law, in order of priority as provided by law, except those liabilities to members of the limited liability company for interim distributions or on account of their contributions. (2) Except as otherwise provided in the governing documents, to members of the limited liability company and former members for interim distributions and in respect of their contributions. (3) Except as otherwise provided in the governing documents, to members first for the return of their contributions and second with respect to their interests in the limited liability company, in the proportions in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-7.05.htm - 1K - Match Info - Similar pages
10A-5-5.04
Section 10A-5-5.04 Interim distributions of property; impairment of capital. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in this section or in the operating agreement, members are entitled to receive distributions from the limited liability company in proportion to their respective rights to share in profits under Section 10A-5-5.03. (b) Subsection (a) shall not apply to any of the following: (1) Distributions on dissolution. (2) Distributions governed by a contrary provision in the operating agreement. (c) No distribution may be made unless, after the distribution is made, the assets of the limited liability company are sufficient to pay all liabilities of the limited liability company except liabilities to members on account of their contributions. (d) Unless otherwise provided in the operating agreement, a member has no right to receive and may not be required to accept a distribution in kind. (Acts 1993, No. 93-724, p....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-5.04.htm - 1K - Match Info - Similar pages
10A-5A-4.06
Section 10A-5A-4.06 Limitation on distributions and liability for improper distributions. (a)(1) A limited liability company shall not make a distribution to a member to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability company, other than liabilities to members on account of their transferable interests and liabilities for which the recourse of creditors is limited to specific property of the limited liability company, exceed the fair value of the assets of the limited liability company, except that the fair value of the property that is subject to a liability for which recourse of creditors is limited shall be included in the assets of the limited liability company only to the extent that the fair value of the property exceeds that liability. (2) A member who receives a distribution in violation of subsection (a)(1) or the limited liability company agreement, and who knew at the time of the distribution...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-4.06.htm - 4K - Match Info - Similar pages
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-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other entity or entities are the same or another form of entity, may be accomplished as provided in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit corporation, that is a party to a merger, a plan of merger must be approved in accordance with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the governing documents of the corporation provide for approval of a merger by less than all of the corporation's stockholders, approval of the merger shall constitute corporate action subject to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation into a general or limited partnership may be effected without the consent in writing of each stockholder who will have personal liability with respect to the surviving entity, notwithstanding any provision in the governing documents of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.02.htm - 17K - Match Info - Similar pages
10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter 2A. If the governing documents provide for approval of a conversion by less than all of a corporation's stockholders, approval of the conversion shall constitute corporate action subject to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to a general or limited partnership may be effected without the consent in writing of each stockholder who will have personal liability with respect to the converted entity, notwithstanding any provision in the governing documents of the converting corporation providing for less than unanimous stockholder approval for the conversion. b. The...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.01.htm - 18K - Match Info - Similar pages
27-61-1
Section 27-61-1 Surplus Lines Insurance Multi-State Compliance Compact. The Surplus Lines Insurance Multi-State Compliance Compact Act is enacted into law and entered into with all jurisdictions mutually adopting the compact in the form substantially as follows: PREAMBLE WHEREAS, with regard to Non-Admitted Insurance policies with risk exposures located in multiple states, the 111th United States Congress has stipulated in Title V, Subtitle B, the Non-Admitted and Reinsurance Reform Act of 2010, of the Dodd-Frank Wall Street Reform and Consumer Protection Act, hereafter, the NRRA, that: (A) The placement of Non-Admitted Insurance shall be subject to the statutory and regulatory requirements solely of the insured's Home State, and (B) Any law, regulation, provision, or action of any State that applies or purports to apply to Non-Admitted Insurance sold to, solicited by, or negotiated with an insured whose Home State is another State shall be preempted with respect to such application;...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-61-1.htm - 62K - Match Info - Similar pages
45-37-123.01
Section 45-37-123.01 Definitions. For the purposes of this part, the following terms shall have the following meanings: (1) ACT. The act adding this part, to be called the General Retirement System for Employees of Jefferson County Act. (2) ACTIVE MEMBER. An individual who currently is employed by the county or other entities set forth in subdivision (20) and is making employee contributions to the system. (3) ACTUARIAL EQUIVALENT. Effective July 30, 1984, or such other dates as set forth in Exhibit A, which is maintained in the office of the pension board, a form of benefit differing in time, period, or manner of payment from a specific benefit provided under the plan but having the same value when computed using the mortality tables, the interest rate, and any other assumptions last adopted by the pension board, which assumptions shall clearly preclude any discretion in the determination of the amount of a member's benefit. (4) ACTUARIAL GAIN. As defined in Section...
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45-37-123.106
Section 45-37-123.106 Minimum distribution requirements. (a) General rules. (1) EFFECTIVE DATE. Except as otherwise provided herein, the provisions of this section shall apply for purposes of determining required minimum distributions for calendar years beginning on and after January 1, 1987. (2) REQUIREMENTS OF TREASURY REGULATIONS INCORPORATED. All distributions required under this section shall be determined and made in accordance with § 401(a)(9), Internal Revenue Code, including the incidental death benefit requirement in § 401(a)(9)(G), and the regulations thereunder. (3) PRECEDENCE. Subject to the joint and survivor annuity requirements of the plan, the requirements of this section shall take precedence over any inconsistent provisions of the plan. (b) Time and manner of distribution. (1) REQUIRED BEGINNING DATE. The member's entire interest shall be distributed, or begin to be distributed, to the member no later than the member's required beginning date. (2) DEATH OF MEMBER...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-37-123.106.htm - 23K - Match Info - Similar pages
10A-5A-1.08
Section 10A-5A-1.08 Limited liability company agreement - Scope; function; and limitations. (a) Except as otherwise provided in subsections (b) and (c): (1) the limited liability company agreement governs relations among the members as members and between the members and the limited liability company; and (2) to the extent the limited liability company 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 member or other person has duties, including fiduciary duties, to the limited liability company, or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement, the member's or other person's duties may be expanded or restricted or eliminated by a written limited liability company agreement, but the implied contractual covenant of good faith and fair dealing may not be eliminated. (2) A written limited liability...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-1.08.htm - 5K - Match Info - Similar pages
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