37-11A-1
Section 37-11A-1 Execution and text of compact. The Governor, on behalf of this state, shall execute a compact, in substantially the following form, with the State of Mississippi, and the Legislature approves and ratifies the compact in the form substantially as follows: Northeast Mississippi - Northwest Alabama Railroad Authority Compact. The contracting states solemnly agree: Article I. The purpose of this compact is to promote and develop trade, commerce, industry, and employment opportunities for the public good and welfare in northeast Mississippi and northwest Alabama through the establishment of a joint interstate authority to acquire certain railroad properties and facilities which the operator thereof has notified the Interstate Commerce Commission of an intention to abandon and which are located in any of Franklin, Marion, or Winston Counties, Alabama or in Alcorn or Tishomingo Counties, Mississippi. Article II. This compact shall become effective immediately as to the State...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-11A-1.htm - 33K - Match Info - Similar pages
10A-5A-10.01
Section 10A-5A-10.01 Conversion. (a) An organization other than a limited liability company may convert to a limited liability company, and a limited liability company may convert to an organization other than a limited liability company pursuant to this section, Sections 10A-5A-10.02 through 10A-5A-10.03, and a plan of conversion, if: (1) the governing statute of the organization that is not a limited liability company authorizes the conversion; (2) the law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and (3) the converting organization and the converted organization each comply with the governing statute and organizational documents applicable to that organization in effecting the conversion. (b) A plan of conversion must be in writing and must include: (1) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.01.htm - 2K - Match Info - Similar pages
10A-5A-10.02
Section 10A-5A-10.02 Action on plan of conversion by converting limited liability company. (a) Subject to Section 10A-5A-10.09, a plan of conversion must be consented to by all the members of a converting limited liability company. (b) Subject to Section 10A-5A-10.09 and any contractual rights, after a conversion is approved, and at any time before a filing is made under Section 10A-5A-10.03, a converting limited liability company may amend the plan or abandon the planned conversion: (1) as provided in the plan; and (2) except as prohibited by the plan, by the same consent as was required to approve the plan. (Act 2014-144, p. 265, ยง1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.02.htm - 986 bytes - Match Info - Similar pages
40-2B-2
Section 40-2B-2 Alabama Tax Tribunal. (a) Statement of Purpose. To increase public confidence in the fairness of the state tax system, the state shall provide an independent agency with tax expertise to resolve disputes between the Department of Revenue and taxpayers, prior to requiring the payment of the amounts in issue or the posting of a bond, but after the taxpayer has had a full opportunity to attempt settlement with the Department of Revenue based, among other things, on the hazards of litigation. By establishing an independent Alabama Tax Tribunal within the executive branch of government, this chapter provides taxpayers with a means of resolving controversies that insures both the appearance and the reality of due process and fundamental fairness. The tax tribunal shall provide hearings in all tax matters, except those specified by statute, and render decisions and orders relating thereto. A tax tribunal hearing shall be commenced by the filing of a notice of appeal protesting...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-2B-2.htm - 39K - Match Info - Similar pages
10A-5A-1.02
Section 10A-5A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter, unless the context otherwise requires, the following terms mean: (a) "Certificate of formation," with respect to a limited liability company, means the certificate provided for by Section 10A-5A-2.01, and the certificate as amended or restated. (b) "Constituent limited liability company" means a constituent organization that is a limited liability company. (c) "Constituent organization" means an organization that is party to a merger under Article 10. (d) "Converted organization" means the organization into which a converting organization converts pursuant to Article 10. (e) "Converting limited liability company" means a converting organization that is a limited liability company. (f) "Converting organization" means an organization that converts into another organization pursuant to Article 10. (g) "Disqualified person" means any person who is not a qualified person. (h) "Distribution" except...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-1.02.htm - 5K - Match Info - Similar pages
10A-5-6.06
Section 10A-5-6.06 Cessation of membership. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) A person ceases to be a member of a limited liability company upon the occurrence of one or more of the following events: (1) The member ceases to be a member by voluntary act as provided in subsection (d). (2) The member ceases to be a member of the limited liability company as provided in Section 10A-5-6.03. (3) The member is removed as a member in either of the following manners: a. In accordance with the operating agreement. b. Subject to contrary provisions in the operating agreement, when the member assigns all of the member's interest in the limited liability company, by an affirmative vote of a majority in number of the members who have not assigned their interests. (b) Subject to contrary provisions in the operating agreement, or written consent of all members at the time, a person ceases to be a member upon the occurrence of one or more of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-6.06.htm - 6K - Match Info - Similar pages
10A-5A-1.10
Section 10A-5A-1.10 Limited liability company agreement - Effect on third parties and relationship to writings effective on behalf of limited liability company. (a) If a limited liability company agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the limited liability company agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by law, except that the approval of any person may be waived by that person and any conditions may be waived by all persons for whose benefit those conditions were intended. (b) A limited liability company agreement may provide rights to any person, including a person who is not a party to the limited liability company agreement, to the extent set forth in the limited liability company agreement. (c) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-1.10.htm - 1K - 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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-6.03.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
10A-5A-10.03
Section 10A-5A-10.03 Filings required for conversion; effective date. (a) After a plan of conversion is approved: (1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), which statement of conversion must be signed in accordance with Section 10A-5A-2.04(a) and which must include: (A) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion; (B) the date of the filing of the certificate of formation of the converting organization, if any, and all prior amendments and the filing office or offices, if any, where such is filed; (C) a statement that the converting organization has been converted into the converted organization; (D) the name and type...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.03.htm - 6K - Match Info - Similar pages
|