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-7.02
Section 10A-5A-7.02 Effect of dissolution. Notwithstanding Section 10A-1-9.12: (a) A dissolved limited liability company continues its existence as a limited liability company but may not carry on any activities and affairs except as is appropriate to wind up and liquidate its activities and affairs, including: (1) collecting its assets; (2) disposing of its properties that will not be distributed in kind to persons owning transferable interests; (3) discharging or making provisions for discharging its liabilities; (4) distributing its remaining property in accordance with Section 10A-5A-7.06; and (5) doing every other act necessary to wind up and liquidate its activities and affairs. (b) In winding up its activities and affairs, a limited liability company may: (1) deliver for filing a statement of dissolution to the Secretary of State setting forth: (A) The name of the limited liability company. (B) The unique identifying number or other designation as assigned by the Secretary of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-7.02.htm - 2K - Match Info - Similar pages
10A-9A-8.03
Section 10A-9A-8.03 Right to wind up activities and affairs. (a) If a dissolved limited partnership has a general partner or general partners that have not dissociated, that general partner or those general partners shall wind up the activities and affairs of the limited partnership and shall have the powers set forth in Section 10A-9A-8.04. (b) If a dissolved limited partnership does not have a general partner, a person or persons to wind up the dissolved limited partnership's activities and affairs may be appointed by the consent of a majority of the limited partners. (c) The designated court, and if none, the circuit court for the county in which the limited partnership's principal office within this state is located, and if the limited partnership does not have a principal office within this state then the circuit court for the county in which the limited partnership's most recent registered office is located, may order judicial supervision of the winding up of a dissolved limited...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-8.03.htm - 3K - 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-11.01
Section 10A-5A-11.01 Series of assets. (a) If a limited liability company complies with Section 10A-5A-11.02, a limited liability company agreement may establish or provide for the establishment of one or more designated series of assets that: (1) has separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; or (2) has a separate purpose or investment objective. (b) A series established in accordance with subsection (a) may carry on any activity, whether or not for profit. (c) After a person is admitted as a member of a limited liability company in accordance with Section 10A-5A-4.01, a member is associated with a series of the limited liability company: (1) as provided in the limited liability agreement; (2) as the result of a transaction effective under Article 10; or (3) with the consent of all members associated with that series. (Act 2014-144, p....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.01.htm - 1K - Match Info - Similar pages
10A-5A-7.06
Section 10A-5A-7.06 Application of assets in winding up limited liability company's activities and affairs. Notwithstanding Section 10A-1-9.12, upon the winding up of a limited liability company, the assets shall be applied as follows: (a) Payment, or adequate provision for payment, shall be made to creditors, including, to the extent permitted by law, members who are creditors, in satisfaction of liabilities of the limited liability company. (b) After a limited liability company complies with subsection (a), any surplus must be distributed: (1) first, to each person owning a transferable interest that reflects contributions made on account of the transferable interest and not previously returned, an amount equal to the value of the person's unreturned contributions; and (2) then to each person owning a transferable interest in the proportions in which the owners of transferable interests share in distributions before dissolution. (c) If the limited liability company does not have...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-7.06.htm - 1K - Match Info - Similar pages
10A-5-4.01
Section 10A-5-4.01 Management of the limited liability company; creation of classes; voting; rights; meetings. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Unless otherwise stated in the certificate of formation, the management of the limited liability company is vested in its members. Subject to any provisions in the operating agreement or this chapter restricting or enlarging the management rights and duties of any person or group or class of persons, the members shall have the right and authority to manage the business or affairs of the limited liability company and to make all decisions with respect thereto. (b) If the certificate of formation vests management of the limited liability company in one or more managers, then the managers shall have the power to manage the business or affairs of the limited liability company as provided in the operating agreement. Except as otherwise provided in the operating agreement, the managers: (1) Shall be...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-4.01.htm - 3K - 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
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-4.05.htm - 2K - Match Info - Similar pages
10A-5A-6.03
Section 10A-5A-6.03 Effect of person's dissociation as a member. (a) A person who has dissociated as a member shall have no right to participate in the direction and oversight of the activities and affairs of the limited liability company and is entitled only to receive the distributions to which that member would have been entitled if the member had not dissociated. (b) A person's dissociation as a member does not of itself discharge the person from any duty, debt, obligation, or liability to a limited liability company or the other members that the person incurred while a member. (Act 2014-144, p. 265, ยง1.)...
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