10A-2-14.03
Section 10A-2-14.03 Articles of dissolution. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) At any time after
dissolution is authorized, the corporation may dissolve by delivering to the judge of probate
for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The
date dissolution was authorized; (3) If dissolution was approved by the shareholders: (i)
The number of votes entitled to be cast on the proposal to dissolve; and (ii) Either the total
number of votes cast for and against dissolution or the total number of undisputed votes cast
for dissolution and a statement that the number cast for dissolution was sufficient for approval.
(4) If voting by voting groups was required, the information required by subparagraph (3)
must be separately provided for each voting group entitled to vote separately on the plan
to dissolve. (5) If dissolution was approved by written consent of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-14.03.htm - 1K - Match Info - Similar pages

10A-5-2.06
Section 10A-5-2.06 Records to be kept; right of inspection. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Each limited liability company shall keep at
its registered office or principal place of business in this state the following records:
(1) A current list of the full name and last known business or residence street address of
each member, and each manager, if any. (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 any then effective operating agreements including any amendments thereto. (5)
Copies of any financial statements of the limited liability company for the three most recent
years. (b) Those records, and any other books and records of the limited...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-2.06.htm - 2K - Match Info - Similar pages

10A-5-3.03
Section 10A-5-3.03 Agency power of members and managers; duties. REPEALED IN THE 2014 REGULAR
SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in subsection (b),
every member is an agent of the limited liability company for the purpose of its business
or affairs, and the act of any member, including, but not limited to, the execution in the
name of the limited liability company of any instrument, for apparently carrying on in the
usual way the business or affairs of the limited liability company binds the limited liability
company, unless the member so acting has, in fact, no authority to act for the limited liability
company in the particular matter and the person with whom the member is dealing has knowledge
of the fact that the member has no such authority. (b) If the certificate of formation provides
that management of the limited liability company is vested in a manager or managers, both
of the following conditions apply: (1) No member, acting solely in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-3.03.htm - 7K - Match Info - Similar pages

10A-5-4.03
Section 10A-5-4.03 Operating agreements. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) The member or members of a limited liability company may enter
into an operating agreement to regulate or establish the affairs of the limited liability
company, the conduct of its business, and the relations of its members. An operating agreement
may contain any provisions regarding the affairs of a limited liability company and the conduct
of its business that are not inconsistent with the laws of this state or the articles of organization.
(b) In the event there is more than one member, any operating agreement shall initially be
agreed to, in writing, by all of the members. If an operating agreement does not provide for
the method by which an operating agreement may be amended, then all of the members shall agree
in writing to any amendment. (c) A court of equity may enforce an operating agreement by injunction
or by other relief that the court in its...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-4.03.htm - 1K - Match Info - Similar pages

11-92B-6
Section 11-92B-6 Filing of articles. (a) The articles shall be filed with the judge of probate.
The acceptance of such articles for filing by the judge of probate shall be conclusive of
the due, legal, and valid incorporation of the authority as a public corporation. (b) There
shall be no fees or taxes paid to or collected by the judge of probate for any service rendered
or work performed in connection with an authority, its incorporation, amendment, dissolution,
or records. (Act 2009-337, p. 569, §6.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-92B-6.htm - 826 bytes - Match Info - Similar pages

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;...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-2.02.htm - 1K - Match Info - Similar pages

11-61A-24
Section 11-61A-24 Dissolution. When no bonds of the authority are outstanding, the authority
may be dissolved upon the filing with the judge of probate, in the county in which is filed
the certificate of incorporation, an application for dissolution. The application for dissolution
shall be subscribed by each member of the board and sworn to by each member before an officer
authorized to take acknowledgments to deeds. Upon the filing of an application for dissolution,
the authority shall cease to exist. The judge of probate shall receive and record the application
for dissolution in an appropriate book of record in his or her office. Upon dissolution, all
rights, title, and interest of the authority in property shall be vested in the municipality.
(Acts 1994, No. 94-254, p. 470, §24.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-61A-24.htm - 1K - Match Info - Similar pages

10A-5-5.02
Section 10A-5-5.02 Liability for contributions. REPEALED IN THE 2014 REGULAR SESSION BY ACT
2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in the certificate of formation,
a member is obligated to the limited liability company to perform any promise to pay cash
or convey property or to render services, even if the member is unable to perform because
of death, disability, or any other reason. A member who does not perform such a promise is
obligated at the option of the limited liability company to pay cash equal to the amount or
value of the portion of the contribution that has not been paid, conveyed, or rendered. (b)
The operating agreement may provide that the interest of any member who fails to make any
contribution that the member is obligated to make, or who fails to pay any agreed assessment
that the member is obligated to make, shall be subject to a reasonable penalty for such failure.
The penalty may take the form of reducing the defaulting member's proportionate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-5.02.htm - 2K - Match Info - Similar pages

27-31B-8
Section 27-31B-8 Formation of captive insurance companies in this state. (a) A pure captive
insurance company or a protected cell captive insurance company shall be formed as a stock
or mutual insurer, or as a nonprofit or limited liability company with its capital divided
into units and held by the stockholders, members, or other equivalent as allowed by law. (b)
An association captive insurance company, an industrial insured captive insurance company,
or a risk retention group may be formed in any of the following ways: (1) Organized as a stock
insurer with its capital divided into share units and held by the stockholders, members, or
other equivalent as allowed by law. (2) Organized as a mutual insurer without capital stock,
the governing body of which is elected by the member organizations of its association. (3)
Organized as a reciprocal insurer in accordance with Chapter 31 of this title. (4) Organized
as a manager-managed limited liability company. (c) A captive insurance...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-31B-8.htm - 6K - Match Info - Similar pages

37-13-21
Section 37-13-21 Dissolution of authority. At any time when no bonds of an authority are outstanding,
such authority may be dissolved upon the filing, with the judge of probate of the county in
which is filed the certificate of incorporation, of an application for dissolution, which
shall be subscribed by each director and sworn to by each director before an officer authorized
to take acknowledgments to deeds. Upon the filing of such application for dissolution, the
authority shall cease to exist. Said probate judge shall receive and record the application
for dissolution in an appropriate book of record in his office. Upon dissolution, all rights,
title and interests of the authority in property shall be vested in the authorizing subdivisions
pursuant to the provisions of the certificate of incorporation, or, in the absence of such
provisions, shall be vested in the authorizing subdivisions in the same proportion as their
contributions to the authority over the life thereof. (Acts...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-13-21.htm - 1K - Match Info - Similar pages