10A-5A-11.09
Section 10A-5A-11.09 Event requiring dissolution. A series is dissolved and its activities and affairs shall be wound up upon the first to occur of the following: (a) the dissolution of the limited liability company under Section 10A-5A-7.01; (b) an event or circumstance that the limited liability company agreement states causes dissolution of the series; (c) the consent of all of the members associated with the series; (d) the passage of 90 days after the occurrence of the dissociation of the last remaining member associated with the series; or (e) on application by a member associated with the series, an order dissolving the series on the grounds that it is not reasonably practicable to carry on the series' activities and affairs in conformity with the limited liability company agreement which order is entered by the designated court, and if none, by the circuit court for the county in which the limited liability company's principal office within this state is located, and if the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.09.htm - 1K - Match Info - Similar pages
10A-5A-11.11
Section 10A-5A-11.11 Right to wind up activities and affairs of series. (a) The person or persons designated in the limited liability company agreement to wind up the activities and affairs of the dissolved series shall wind up the activities and affairs of the dissolved series in accordance with Section 10A-5A-11.10. If no person or persons are designated in the limited liability company agreement to wind up the activities and affairs of the dissolved series, then the remaining members associated with the dissolved series shall wind up the activities and affairs of the dissolved series in accordance with Section 10A-5A-11.10. If no person or persons are designated in the limited liability company agreement to wind up the activities and affairs of the dissolved series and there are no remaining members associated with the dissolved series, then all of the holders of the transferable interests associated with the series, or their designee, shall wind up the activities and affairs of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.11.htm - 2K - Match Info - Similar pages
10A-5A-11.13
Section 10A-5A-11.13 Other claims against dissolved series. Notwithstanding Sections 10A-1-9.01 and 10A-1-9.22: (a) A dissolved series may publish notice of its dissolution and request that persons with claims against the dissolved series present them in accordance with the notice. (b) The notice authorized by subsection (a) must: (1) be published at least one time in a newspaper of general circulation in the county in which the limited liability company's principal office is located or, if it has none in this state, in the county in which the limited liability company's most recent registered office is located; (2) describe the information that must be included in a claim and provide a mailing address to which the claim is to be sent; and (3) state that if not sooner barred, a claim against the dissolved series will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice. (c) If a dissolved series publishes a newspaper...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.13.htm - 5K - Match Info - Similar pages
10A-5A-7.03
Section 10A-5A-7.03 Right to wind up activities and affairs. (a) The person or persons designated in the limited liability company agreement to wind up the activities and affairs of the dissolved limited liability company shall wind up the activities and affairs of the limited liability company in accordance with Section 10A-5A-7.02. If no person or persons are designated in the limited liability company agreement to wind up the activities and affairs of the dissolved limited liability company, then the remaining members of the dissolved limited liability company shall wind up the activities and affairs of the limited liability company in accordance with Section 10A-5A-7.02. If no person or persons are designated in the limited liability company agreement to wind up the activities and affairs of the dissolved limited liability company and there are no remaining members of the dissolved limited liability company, then all of the holders of the transferable interests of the limited...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-7.03.htm - 2K - Match Info - Similar pages
10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise requires, the following terms mean: (1) AFFILIATE. A person who controls, is controlled by, or is under common control with another person. An affiliate of an individual includes the spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling, parent, or spouse of any thereof, of the individual, or an individual having the same home as the individual, or a trust or estate of which an individual specified in this sentence is a substantial beneficiary; a trust, estate, incompetent, conservatee, protected person, or minor of which the individual is a fiduciary; or an entity of which the individual is director, general partner, agent, employee or the governing authority or member of the governing authority. (2) ASSOCIATE. When used to indicate a relationship with: (A) a domestic or foreign entity for which the person is: (i) an officer or governing person; or (ii) a beneficial...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-1.03.htm - 25K - Match Info - Similar pages
10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter, unless otherwise specified or unless the context otherwise requires, the following terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all classes and series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL STOCKHOLDER means a person who owns the beneficial interest in stock, which is either a record stockholder or a person on whose behalf shares of stock are registered in the name of an intermediary or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any other documents permitted or required to be delivered for filing by a corporation with the Secretary of State under this chapter or Chapter 1 that modify, amend, supplement, restate, or replace the certificate of incorporation. After an amendment of the certificate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.40.htm - 13K - Match Info - Similar pages
8-20-4
Section 8-20-4 Unfair and deceptive trade practices. Notwithstanding the terms, provisions, or conditions of any dealer agreement or franchise or the terms or provisions of any waiver, prior to the termination, cancellation, or nonrenewal of any dealer agreement or franchise, the following acts or conduct shall constitute unfair and deceptive trade practices: (1) For any manufacturer, factory branch, factory representative, distributor, or wholesaler, distributor branch, or distributor representative to coerce or attempt to coerce any motor vehicle dealer to do any of the following: a. To accept, buy, or order any motor vehicle or vehicles, appliances, equipment, parts, or accessories therefor, or any other commodity or commodities or service or services which such motor vehicle dealer has not voluntarily ordered or requested except items required by applicable local, state, or federal law; or to require a motor vehicle dealer to accept, buy, order, or purchase such items in order to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/8-20-4.htm - 34K - Match Info - Similar pages
10A-5A-4.05
Section 10A-5A-4.05 Sharing of and right to distributions before dissolution. (a) (1) All members shall share equally in any distributions made by a limited liability company before its dissolution and winding up. (2) A member has a right to a distribution before the dissolution and winding up of a limited liability company as provided in the limited liability company agreement. A decision to make a distribution before the dissolution and winding up of the limited liability company is a decision in the ordinary course of activities and affairs of the limited liability company. A member's dissociation does not entitle the dissociated member to a distribution. (3) A member does not have a right to demand and receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in Section 10A-5A-7.06(c), a limited liability company may distribute an asset in kind if each member receives a percentage of the asset in proportion to the member's...
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10A-5A-5.02
Section 10A-5A-5.02 Transfer of transferable interest. (a) A transfer, in whole or in part, of a transferable interest: (1) is permissible; (2)(A) does not by itself cause a member to cease to be a member of the limited liability company; and (B) does not by itself cause a member to cease to be associated with a series of the limited liability company; (3) does not by itself cause a dissolution and winding up of the limited liability company, or a series thereof; and (4) subject to Section 10A-5A-5.04, does not entitle the transferee to: (A) participate in the direction or oversight of the activities and affairs of the limited liability company, or a series thereof; or (B) have access to records or other information concerning the activities and affairs of the limited liability company, or a series thereof. (b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. (c) A transferable interest may be...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-5.02.htm - 2K - Match Info - Similar pages
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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