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10A-5A-11.06
Section 10A-5A-11.06 Event causing dissociation of a member associated with a series. A person
is dissociated as a member associated with a series when any of the following occurs: (a)
the series has notice of the person's express will to dissociate from the series, except if
the person specifies a dissociation date later than the date the series had notice, then the
person is dissociated from the series on that later date; (b) an event stated in the limited
liability company agreement as causing the person's dissociation from the series occurs; (c)
the person is dissociated as a member of the limited liability company pursuant to Section
10A-5A-6.02; (d) the person is expelled as a member associated with that series pursuant to
the limited liability company agreement; (e) the person is expelled as a member associated
with the series by the unanimous consent of the other members associated with that series
if: (1) it is unlawful to carry on the series' activities and affairs with the...
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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 REPEALED IN THE 2014 REGULAR SESSION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-5-7.01
Section 10A-5-7.01 Events of dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. A limited liability company is dissolved and its affairs shall
be wound up upon occurrence of the first of the following events: (1) Events specified in
the governing documents. (2) Written consent of all members to dissolve. (3) When there is
no remaining member, unless either of the following applies: a. The holders of all the financial
rights in the limited liability company agree in writing, within 90 days after the cessation
of membership of the last member, to continue the legal existence and business of the limited
liability company and to appoint one or more new members. b. The legal existence and business
of the limited liability company is continued and one or more new members are appointed in
the manner stated in the governing documents. (4) When the limited liability company is not
the successor limited liability company in the merger or consolidation...
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19-3B-816
Section 19-3B-816 Specific powers of trustee. (a) Without limiting the authority conferred
by Section 19-3B-815, a trustee may: (1) collect trust property and accept or reject additions
to the trust property from a settlor or any other person, including, but not being limited
to, the authority to receive, collect, hold, and retain common or preferred stock or other
interests in the trustee or any related party; (2) acquire or sell property, for cash or on
credit, at public or private sale; (3) exchange, partition, or otherwise change the character
of trust property; (4) deposit trust money in an account in a regulated financial-service
institution; (5) borrow money, with or without security, and mortgage or pledge trust property
for a period within or extending beyond the duration of the trust; (6) with respect to an
interest in a proprietorship, partnership, limited liability company, business trust, corporation,
or other form of business or enterprise, continue the business or other...
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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-5-9.04
Section 10A-5-9.04 Recording of articles of merger; effect when Secretary of State files articles;
copy of certified articles conclusive evidence of matters. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. The articles of merger required by this chapter
to be filed with the Secretary of State shall also be recorded in the office of the judge
of probate in the county in which the limited liability company is required to file its certificate
of formation and in each county in which a limited liability company which is a party to the
merger is required to file its certificate of formation; provided, however, that when the
articles are filed by the Secretary of State, the matters covered by the articles shall be
effective as stated therein, and a copy of the articles certified by the Secretary of State
shall be conclusive evidence of the matters covered therein. (Acts 1993, No. 93-724, p. 1425,
§57; §10-12-57; amended and renumbered by Act 2009-513, p....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-9.04.htm - 1K - 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...
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10A-17-1.02
Section 10A-17-1.02 Definitions. In this chapter: (1) "Member" means a person who,
under the rules or practices of a nonprofit association, may participate in the selection
of persons authorized to manage the affairs of the nonprofit association or in the development
of policy of the nonprofit association. (2) "Nonprofit association" means an unincorporated
organization consisting of two or more members joined by mutual consent as an association
for a stated common, nonprofit purpose, but does not include a limited liability company,
general partnership, or limited partnership. In addition, joint tenancy, tenancy in common,
or tenancy by the entireties does not by itself establish a nonprofit association, even if
the co-owners share use of the property for a nonprofit purpose. (3) "Nonprofit purpose"
shall be any purpose for which a nonprofit corporation could be organized under the Alabama
Nonprofit Corporation Act, as amended, and where no part of income or profit is distributable
to...
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34-1-2
Section 34-1-2 Definitions. THIS SECTION WAS AMENDED BY ACT 2018-106 IN THE 2018 REGULAR SESSION,
EFFECTIVE MAY 1, 2018. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. For purposes of this chapter,
the following words and phrases shall have the meanings respectively ascribed in this section:
(1) AICPA. The American Institute of Certified Public Accountants. (2) ATTEST. Providing the
following services: a. Any audit or other engagement to be performed in accordance with the
Statements on Auditing Standards (SAS). b. Any review of a financial statement to be performed
in accordance with the Statements on Standards for Accounting and Review Services (SSARS).
c. Any engagement to be performed in accordance with the Statements on Standards for Attestation
Engagements (SSAE). d. Any engagement to be performed in accordance with the auditing standards
of the Public Company Accounting Oversight Board (PCAOB). e. The statements on standards specified
in this definition shall be adopted by...
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10A-4-1.03
Section 10A-4-1.03 Definitions. As used in this chapter, unless the context otherwise requires,
the term: (1) DISQUALIFIED PERSON. Any person who is not a qualified person. (2) DOMESTIC
PROFESSIONAL CORPORATION. A corporation for profit or nonprofit organized pursuant to the
provisions of this chapter. (3) FOREIGN PROFESSIONAL CORPORATION. A corporation or unincorporated
association, for profit or nonprofit, organized for the purpose of rendering professional
services under a law other than the law of Alabama. (4) LICENSING AUTHORITY. As defined in
Section 10A-1-1.03(49). (5) PROFESSIONAL SERVICE. As defined in Section 10A-1-1.03(80). (6)
QUALIFIED PERSON. With respect to any domestic professional corporation: a. An individual
who is authorized by law of Alabama or of any qualified state to render a professional service
permitted by the certificate of formation of the professional corporation; b. A general partnership
in which all the partners are qualified persons with respect to the...
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