40-14A-27
Section 40-14A-27 Dissolution, etc., of corporations or limited liability entities. Whenever a corporation or a limited liability entity organized under the laws of this state is dissolved, terminated, liquidated, or otherwise wound-up, by an agreement or notice of the stockholders or owners of the limited liability entity filed in the office of the judge of probate of the county wherein the corporation or limited liability entity was organized, the judge of probate shall at once give notice to the department and Secretary of State of the dissolution event, with the name of the taxpayer and the date of dissolution, termination, liquidation, or other winding-up. When a dissolution of a corporation or limited liability entity organized under the laws of this state takes place by judgment of a court, upon the filing of a complaint under the laws of this state by the creditors, stockholders, the owners of the limited liability entity, or others, the clerk of the court shall at once notify...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-14A-27.htm - 1K - Match Info - Similar pages
10A-5-7.02
Section 10A-5-7.02 Judicial dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. On application by or for a member, the circuit court for the county in which the certificate of formation is filed may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the governing documents. (Acts 1993, No. 93-724, p. 1425, §38; §10-12-38; amended and renumbered by Act 2009-513, p. 967, §236.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-7.02.htm - 823 bytes - Match Info - Similar pages
10A-5A-7.08
Section 10A-5A-7.08 Certificate of reinstatement. (a) In order to reinstate a limited liability company under this article, a certificate of reinstatement shall be delivered for filing to the Secretary of State which certificate of reinstatement shall have attached thereto a true and complete copy of the limited liability company's certificate of formation. The certificate of reinstatement shall state: (1) the name of the limited liability company before reinstatement; (2) the name of the limited liability company following reinstatement, which limited liability company name shall comply with Section 10A-5A-7.09; (3) the date of formation of the limited liability company; (4) the date of dissolution of the limited liability company, if known; (5) a statement that all applicable conditions of Section 10A-5A-7.07 have been satisfied; (6) the address of the registered office and the name of the registered agent at that address in compliance with Article 5 of Chapter 1; and (7) The unique...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-7.08.htm - 1K - 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
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
10A-5A-10.04
Section 10A-5A-10.04 Effect of conversion. (a) When a conversion takes effect: (1) all property and contract rights owned by the converting organization, or series thereof, remains vested in the converted organization without transfer, reversion, or impairment and the title to any property vested by deed or otherwise in the converting organization shall not revert or be in any way impaired by reason of the conversion; (2) all debts, obligations, or other liabilities of the converting organization, or series thereof, continue as debts, obligations, or other liabilities of the converted organization and neither the rights of creditors, nor the liens upon the property of the converting organization shall be impaired by the conversion; (3) an action or proceeding pending by or against the converting organization, or series thereof, continues as if the conversion had not occurred and the name of the converted entity may, but need not, be substituted for the name of the converting entity in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.04.htm - 4K - Match Info - Similar pages
40-18-24.2
Section 40-18-24.2 Taxation of pass-through entities. (a) For purposes of this section and Section 40-18-24.3, the following terms shall have the following meanings: (1) MEMBER. An individual, estate, trust or business trust as defined in Section 40-18-1, a corporation as defined in Section 40-18-1, or Subchapter K entity as defined in Section 40-18-1, that is a partner in a general, limited, limited liability, or limited liability limited partnership, or a member of a limited liability company. (2) NONRESIDENT. a. An individual who is not a resident of or domiciled in this state during the applicable tax year. b. A nonresident trust as defined in Section 40-18-1. c. A nonresident estate as defined in Section 40-18-1. d. A foreign corporation as defined in Section 40-18-1, not commercially domiciled in this state during the applicable tax year. e. A Subchapter K entity or business trust that is created or organized under the laws of a jurisdiction other than this state and that is not...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-18-24.2.htm - 7K - Match Info - Similar pages
10A-5A-2.01
Section 10A-5A-2.01 Formation. (a) In order to form a limited liability company, one or more organizers must execute a certificate of formation and deliver it for filing to the filing officer provided for in subsection (e). Notwithstanding Section 10A-1-3.05, the certificate of formation shall set forth: (1) the name of the limited liability company, which must comply with Article 5 of Chapter 1; (2) the address of the registered office required by Article 5 of Chapter 1; (3) the name of the registered agent at the registered office required by Article 5 of Chapter 1; (4) a statement that there is at least one member of the limited liability company; (5) if applicable, a statement as provided in Section 10A-5A-11.02(b)(3); and (6) any other matters the members determine to include therein. (b) A limited liability company is formed when its certificate of formation becomes effective in accordance with Article 4 of Chapter 1. (c) The fact that a certificate of formation has been filed...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-2.01.htm - 2K - Match Info - Similar pages
10A-10-1.15
Section 10A-10-1.15 Merger. (a) For purposes of this section, the following words shall have the respective meanings ascribed to them: (1) ALABAMA REAL ESTATE INVESTMENT TRUST. A real estate investment trust organized in compliance with the provisions of this chapter. (2) BUSINESS TRUST. a. An entity described in Section 10A-16-1.01. b. An unincorporated trust or association, including an Alabama real estate investment trust, a common-law trust, or a Massachusetts trust, which is engaged in business and in which property is acquired, held, managed, administered, controlled, invested, or disposed of for the benefit and profit of any person who may become a holder of a transferable unit of beneficial interest in the trust. (3) DOMESTIC LIMITED LIABILITY COMPANY. A limited liability company as defined under the Alabama Limited Liability Company Law. (4) DOMESTIC LIMITED PARTNERSHIP. A limited partnership as defined under the Alabama Limited Partnership Law. (5) FOREIGN BUSINESS TRUST. A...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-10-1.15.htm - 10K - Match Info - Similar pages
40-14B-1
Section 40-14B-1 Definitions. As used in this chapter, the following terms shall have the following meanings: (1) AFFILIATE. An affiliate of another person shall include any of the following: a. A person who directly or indirectly either: 1. Beneficially owns 15 percent or more of the outstanding voting securities or other voting ownership interests of the other person, whether through rights, options, convertible interests, or otherwise; or 2. Controls or holds power to vote 15 percent or more of the outstanding voting securities or other voting ownership interests of the other person. b. A person owning 15 percent or more of the outstanding voting securities or other voting ownership interests of which are directly or indirectly either: 1. Beneficially owned by the other person, whether through rights, options, convertible interests, or otherwise; or 2. Controlled or held with power to vote by the other person. c. A partnership or limited liability company in which the other person...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-14B-1.htm - 7K - Match Info - Similar pages
|