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10A-8A-9.01
Section 10A-8A-9.01 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this article, unless the context otherwise requires, the following terms mean: (1) "Constituent
organization" means an organization that is party to a merger under this article. (2)
"Constituent partnership" means a constituent organization that is a partnership.
(3) "Converted organization" means the organization into which a converting organization
converts pursuant to this article. (4) "Converting organization" means an organization
that converts into another organization pursuant to this article. (5) "Converting partnership"
means a converting organization that is a partnership. (6) "Governing statute" of
an organization means the statute that governs the organization's internal affairs. (7) "Organization"
means a partnership, including a limited liability partnership; limited partnership, including
a limited liability limited partnership; limited liability company; business trust; corporation;...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.01.htm - 3K - Match Info - Similar pages
10A-8A-9.09
Section 10A-8A-9.09 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
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,
other than the surviving organization, are debts, obligations, and other liabilities of the
surviving organization, and neither the rights of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.09.htm - 4K - Match Info - Similar pages
10A-9A-10.01
Section 10A-9A-10.01 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this article, unless the context otherwise requires, the following terms mean: (1) "CONSTITUENT
LIMITED PARTNERSHIP" means a constituent organization that is a limited partnership.
(2) "CONSTITUENT ORGANIZATION" means an organization that is party to a merger under
this article. (3) "CONVERTED ORGANIZATION" means the organization into which a converting
organization converts pursuant to this article. (4) "CONVERTING LIMITED PARTNERSHIP"
means a converting organization that is a limited partnership. (5) "CONVERTING ORGANIZATION"
means an organization that converts into another organization pursuant to this article. (6)
"GENERAL PARTNER" means a general partner of a limited partnership. (7) "GOVERNING
STATUTE" of an organization means the statute that governs the organization's internal
affairs. (8) "ORGANIZATION" means a general partnership, including a limited liability
partnership; limited partnership,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.01.htm - 3K - Match Info - Similar pages
40-18-25.2
Section 40-18-25.2 Estates and trusts - Deductions from gross income of net operating
loss. (a) Nothing in Act 2006-114 shall be construed to change or otherwise affect a taxpayer's
liability relating to a tax year beginning prior to the effective date of Act 2006-114. (b)
Should: (1) any trust which is described in Section 40-18-25(b), or (2) any business
trust, as such term is defined in Section 40-18-1(1), which is classified as a disregarded
entity for federal income tax purposes, be taxed separately from its owner or owners during
tax years prior to the effective date of Act 2006-114, any net operating loss of such trust
existing on December 31, 2004, shall be allowed as a deduction from the gross income, or net
income, of the owner or owners of the trust in a tax year beginning after December 31, 2004.
(c) The deduction allowed in subsection (b) to the owner or owners of the trust shall be in
an amount not to exceed the greater of the following amounts: (1) the amount which is...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-18-25.2.htm - 2K - Match Info - Similar pages
10A-8A-9.11
Section 10A-8A-9.11 Liability of partner after conversion or merger. (a) A conversion
or merger under this article does not discharge any liability under Section 10A-8A-3.06,
10A-8A-7.02, or 10A-8A-7.03 of a person that was a partner in or dissociated as a partner
from a converting or constituent partnership, but: (1) the provisions of this chapter pertaining
to the collection or discharge of the liability continue to apply to the liability; (2) for
the purposes of applying those provisions, the converted or surviving organization is deemed
to be the converting or constituent partnership; and (3) if a person is required to pay any
amount under this subsection: (A) the person has a right of contribution from each other person
that was liable as a partner under Section 10A-8A-3.06 when the obligation was incurred
and has not been released from the obligation under Section 10A-8A-7.02 or 10A-8A-7.03;
and (B) the contribution due from each of those persons is in proportion to the right to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.11.htm - 3K - Match Info - Similar pages
10A-9A-10.11
Section 10A-9A-10.11 Liability of general partner after conversion or merger. (a) A
conversion or merger under this article does not discharge any liability under Sections 10A-9A-4.04
and 10A-9A-6.07 of a person that was a general partner in or dissociated as a general partner
from a converting or constituent limited partnership, but: (1) the provisions of this chapter
pertaining to the collection or discharge of the liability continue to apply to the liability;
(2) for the purposes of applying those provisions, the converted or surviving organization
is deemed to be the converting or constituent limited partnership; and (3) if a person is
required to pay any amount under this subsection: (A) the person has a right of contribution
from each other person that was liable as a general partner under Section 10A-9A-4.04
when the obligation was incurred and has not been released from the obligation under Section
10A-9A-6.07; and (B) the contribution due from each of those persons is in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.11.htm - 3K - Match Info - Similar pages
10A-9A-10.12
Section 10A-9A-10.12 Power of general partners and persons dissociated as general partners
to bind organization after conversion or merger. (a) An act of a person that immediately before
a conversion or merger became effective was a general partner in a converting or constituent
limited partnership binds the converted or surviving organization after the conversion or
merger becomes effective, if: (1) before the conversion or merger became effective, the act
would have bound the converting or constituent limited partnership under Section 10A-9A-4.02;
and (2) at the time the third party enters into the transaction, the third party: (A) does
not have notice of the conversion or merger; and (B) reasonably believes that the converted
or surviving business is the converting or constituent limited partnership and that the person
is a general partner in the converting or constituent limited partnership. (b) An act of a
person that before a conversion or merger became effective was dissociated...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.12.htm - 2K - Match Info - Similar pages
27-28-4
Section 27-28-4 Effect of chapter on powers of commissioner and authority to engage
in insurance business. Nothing contained in this chapter shall affect the power of the commissioner
to regulate, supervise, and control insurance companies pursuant to the laws of the State
of Alabama governing such companies, nor shall anything in this chapter be construed to authorize
any insurance company to engage in any kind, or kinds, of insurance business not authorized
by its charter or to authorize any holding company which is not an insurance corporation to
engage directly in the business of insurance. Subsequent to the effective date of any plan
of exchange, the commissioner, having due regard to the findings stated in subdivision (2)
of Section 27-28-2, shall have authority to require that the affairs of the domestic
company be conducted in such manner as to assure the continued safe conduct and transaction
of the business of insurance of the domestic company. (Acts 1971, No. 1449, p. 2472.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-28-4.htm - 1K - Match Info - Similar pages
5-1A-3
Section 5-1A-3 Use of words "bank," "banker," "banking,"
etc., restricted. The use of the words "bank," "banker," "banking,"
or words of similar meaning in any foreign language as a designation or name, or as part of
a designation or name, under which business is or may be conducted in the State of Alabama,
or in its advertising is restricted to banking corporations organized under the laws of Alabama,
other states, the United States, or foreign countries. All other persons, firms, partnerships,
limited liability companies, corporations, and other entities are prohibited from using the
words "bank," "banker," or "banking" or words of similar meaning
in any foreign language in advertising or as a designation or name or as part of a designation
or name under which business may be conducted in this state unless the superintendent determines
that the use of the word by the entity is unlikely to mislead or confuse the public or give
the impression that such entity is lawfully organized and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/5-1A-3.htm - 2K - Match Info - Similar pages
10A-2-11.05
Section 10A-2-11.05 Articles of merger or share exchange. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) After a plan of merger or share exchange is approved by the shareholders, or adopted by
the board of directors if shareholder approval is not required, the surviving or acquiring
corporation shall deliver to the Secretary of State for filing articles of merger or share
exchange setting forth: (1) The plan of merger or share exchange; (2) If shareholder approval
was not required, a statement to that effect; (3) If approval of the shareholders of one or
more corporations party to the merger or share exchange was required: (i) The designation,
number of outstanding shares, and number of votes entitled to be cast by each voting group
entitled to vote separately on the plan as to each corporation; and (ii) Either the total
number of votes cast for and against the plan by each voting group entitled to vote...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-11.05.htm - 1K - Match Info - Similar pages
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