|
10A-9A-8.05
Section 10A-9A-8.05 Liability after dissolution of general partner and person dissociated as
general partner to limited partnership, other general partners, and persons dissociated as
general partner. (a) If a general partner having knowledge of the dissolution causes a limited
partnership to incur an obligation under Section 10A-9A-8.04(a) by an act that is not appropriate
for winding up the partnership's activities and affairs, the general partner is liable: (1)
to the limited partnership for any damage caused to the limited partnership arising from the
obligation; and (2) if another general partner or a person dissociated as a general partner
is liable for the obligation, to that other general partner or person for any damage caused
to that other general partner or person arising from the liability. (b) If a person dissociated
as a general partner causes a limited partnership to incur an obligation under Section 10A-9A-8.04(b),
the person is liable: (1) to the limited partnership...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-8.05.htm - 1K - Match Info - Similar pages
10A-1-9.12
Section 10A-1-9.12 Winding up procedures. (a) As soon as reasonably practicable after a domestic
entity is dissolved, the domestic entity shall: (1) cease to carry on its business, except
to the extent necessary to wind up its business; (2) collect and sell its property to the
extent the property is not to be distributed in kind to the domestic entity's owners or members;
and (3) perform any other act required to wind up its business and affairs. (b) During the
winding up process, the domestic entity may prosecute or defend a civil, criminal, or administrative
action and perform any other act appropriate to wind up its business and affairs, including
sending notice of the winding up to known claimants or publishing notice of the winding up
to unknown claimants. (Act 2009-513, p. 967, §75.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-9.12.htm - 1K - Match Info - Similar pages
10A-5A-1.04
Section 10A-5A-1.04 Powers and privileges. (a) A limited liability company is a separate legal
entity. A limited liability company's status for tax purposes shall not affect its status
as a separate legal entity formed under this chapter. (b) A limited liability company shall
possess and may exercise all the powers and privileges granted and enumerated by Chapter 1
or by any other law or by its limited liability company agreement, together with any powers
incidental thereto, including those powers and privileges necessary or convenient to the conduct,
promotion, or attainment of the business, purposes, or activities and affairs of the limited
liability company. (c) A limited liability company may carry on any lawful activity, whether
or not for profit. (d) A series established under this chapter has the power and capacity,
in the series' own name, to: (1) sue and be sued; (2) contract; (3) hold and convey title
to assets of the series, including real property, personal property, and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-1.04.htm - 1K - Match Info - Similar pages
11-58-12
Section 11-58-12 Conveyances of properties to corporations by municipalities and counties.
(a) Any county and any incorporated city and town may transfer and convey to its county or
municipal medical clinic board, as the case may be, that is duly incorporated pursuant to
this chapter, any property that may, immediately preceding the conveyance, have been owned
by the county or municipality, including medical clinics and clinical facilities, hospitals
and hospital facilities, and assets and any land used or useable for medical clinic or hospital
purposes, whether or not the property is necessary for the conduct of the governmental or
other public functions of the county or municipality. A transfer or conveyance of property
shall have prior authorization by resolution duly adopted by the governing body of the county,
respecting county medical clinics, or the municipality. The resolution shall have been published
one time, at least five days before a transfer or conveyance is consummated,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-58-12.htm - 2K - Match Info - Similar pages
10A-2-14.21
Section 10A-2-14.21 Procedure for and effect of administrative dissolution. REPEALED IN THE
2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) If the Secretary of State determines that one or more grounds exist under
Section 10A-2-14.20 for dissolving a corporation, he or she shall serve the corporation with
written notice of his or her determination under Section 10A-1-5.31(b), 10A-1-5.35, or 10A-1-5.36.
(b) If the corporation does not correct each ground for dissolution or demonstrate to the
reasonable satisfaction of the Secretary of State that each ground determined by the Secretary
of State does not exist within 60 days after service of the notice is perfected under Section
10A-1-5.31(b), 10A-1-5.35, or 10A-1-5.36, the Secretary of State shall administratively dissolve
the corporation by signing a certificate of dissolution that recites the ground or grounds
for dissolution and its effective date. The Secretary of State...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-14.21.htm - 2K - Match Info - Similar pages
10A-5-7.03
Section 10A-5-7.03 Winding up. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. (a) Except as otherwise provided in the governing documents, the members
who have not wrongfully dissolved a limited liability company may wind up the limited liability
company's business and affairs. (b) A person winding up a limited liability company's business
may: Preserve the company business or property as a going concern for a reasonable time; prosecute
and defend actions and proceedings, whether civil, criminal, or administrative; settle and
close the limited liability company's business; dispose of and transfer property; discharge
the limited liability company's liabilities; distribute the assets of the limited liability
company pursuant to Section 10A-5-7.05; and perform other necessary and appropriate acts.
(Acts 1993, No. 93-724, p. 1425, §39; §10-12-39; amended and renumbered by Act 2009-513,
p. 967, §236.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-7.03.htm - 1K - Match Info - Similar pages
34-24-541
Section 34-24-541 Dissolution. (a) The compact shall dissolve effective upon the date of the
withdrawal or default of the member state which reduces the membership in the compact to one
member state. (b) Upon the dissolution of the compact, the compact becomes null and void and
shall be of no further force or effect, and the business and affairs of the interstate commission
shall be concluded and surplus funds shall be distributed in accordance with the bylaws. (Act
2015-197, §22.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/34-24-541.htm - 804 bytes - Match Info - Similar pages
10A-8A-8.07
Section 10A-8A-8.07 Other claims against dissolved partnership. Notwithstanding Sections 10A-1-9.01
and 10A-1-9.22: (a) A dissolved partnership may publish notice of its dissolution and request
that persons with claims against the dissolved partnership 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 dissolved partnership's
principal office in this state is located, and if none, was last 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; (3) state that if not sooner barred, a claim against the dissolved partnership
will be barred unless a proceeding to enforce the claim is commenced within two years after
the publication of the notice; and (4) unless the partnership has been throughout its existence
a limited liability partnership, state that the barring of a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-8.07.htm - 5K - Match Info - Similar pages
11-50-355
Section 11-50-355 Annual reports and audits; conflicts of interest of members, agents, or employees
of board; vesting of title to systems in city and dissolution of board upon payment, etc.,
of bonds, etc., in full. (a) Within 60 days after the expiration of each fiscal year the board
shall make an annual report of its activities for the preceding fiscal year to the city. Each
such report shall set forth a complete operating and financial statement covering its operation
during such fiscal year. The board shall cause an audit of its books and accounts to be made
at least once in each year by a certified public accountant or an auditor who is regularly
employed by the State Examiner of Public Accounts, and the cost thereof may be treated as
a part of the cost of operation. (b) Any member, agent, or employee of the board who contracts
with the board or is interested, either directly or indirectly, in any contract with the board
or in the sale of any property, either real or personal, to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-50-355.htm - 1K - Match Info - Similar pages
45-37-140.13
Section 45-37-140.13 Annexation; referendum; hearing; reestablishment of boundaries. (a) Whenever
any municipal corporation in Jefferson County annexes any portion of a district and a petition
is filed with the clerk of the municipality requesting annexation of the remaining portion
of the district, the petition containing the following: (1) signatures of 20 percent of the
qualified electors residing within the district or signatures of 200 qualified electors, whichever
is less, and (2) a written statement signed by at least two members of the board of trustees
of the district reciting that those signing the petition constitute either 10 percent of the
qualified electors residing within the district or 100 qualified electors residing within
the district, whichever is applicable, and (3) a description of the district; then the governing
body of such municipal corporation shall provide for and finance the cost of a referendum
election wherein the remaining qualified voter residents of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-37-140.13.htm - 12K - Match Info - Similar pages
|