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10A-5A-1.06
Section 10A-5A-1.06 Rules of construction. (a) It is the policy of this chapter and this state
to give maximum effect to the principles of freedom of contract and to the enforceability
of limited liability company agreements. (b) Unless displaced by particular provisions of
this chapter, the principles of law and equity supplement this chapter. (c) The rule that
statutes in derogation of the common law are to be strictly construed shall have no application
to this chapter. (d) The use of any gender shall be applicable to all genders. The captions
contained in this chapter are for purposes of convenience only and shall not control or affect
the construction of this chapter. (e) Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial
Code, and all successor statutes thereto, do not apply to any interest in a limited liability
company, including all rights, powers, and interests arising under a limited liability company
agreement or this chapter. This provision prevails over Sections...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-1.06.htm - 2K - Match Info - Similar pages
10A-5A-2.04
Section 10A-5A-2.04 Execution of documents - Signing requirements. (a) A writing delivered
to the Secretary of State for filing pursuant to this chapter must be signed as provided by
this section. (1) A limited liability company's initial certificate of formation must be signed
by at least one organizer. (2) A writing signed on behalf of a limited liability company must
be signed by a person authorized by the limited liability company. (3) A writing filed on
behalf of a dissolved limited liability company that has no members must be signed by the
person winding up the limited liability company's activities and affairs under Section 10A-5A-7.03
or a person appointed or designated under Section 10A-5A-7.03 to wind up those activities
and affairs. (4) Any other writing must be signed by the person on whose behalf the writing
is delivered to the Secretary of State. (b) Any writing to be filed under this chapter may
be signed by an agent, including an attorney-in-fact. Powers of attorney...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-2.04.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...
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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...
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19-3B-816
Section 19-3B-816 Specific powers of trustee. (a) Without limiting the authority conferred
by Section 19-3B-815, a trustee may: (1) collect trust property and accept or reject additions
to the trust property from a settlor or any other person, including, but not being limited
to, the authority to receive, collect, hold, and retain common or preferred stock or other
interests in the trustee or any related party; (2) acquire or sell property, for cash or on
credit, at public or private sale; (3) exchange, partition, or otherwise change the character
of trust property; (4) deposit trust money in an account in a regulated financial-service
institution; (5) borrow money, with or without security, and mortgage or pledge trust property
for a period within or extending beyond the duration of the trust; (6) with respect to an
interest in a proprietorship, partnership, limited liability company, business trust, corporation,
or other form of business or enterprise, continue the business or other...
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37-16-3
Section 37-16-3 Definitions. As used in this chapter, the following terms shall have the following
meanings: (1) ADVANCED COMMUNICATIONS CAPABILITIES. The communications capabilities defined
from time to time as advanced telecommunications capabilities by the Federal Communications
Commission (FCC) through regulations, statutes, or other written guidance or orders. The term
also includes broadband systems and broadband services. (2) BROADBAND AFFILIATE. A person
that is at least 10 percent owned by an electric provider, controlled by way of ownership
interests therein, directly or indirectly, by the electric provider, or under common control
with the electric provider, and which is formed to provide, among other services, utility
support services or nonutility support services. (3) BROADBAND OPERATOR. A person that owns
or operates a broadband system within an electric easement, including the electric provider
if the electric provider is operating the broadband system and including a...
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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...
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10A-8A-9.09
Section 10A-8A-9.09 Effect of merger. (a) When a merger becomes effective: (1) the surviving
organization continues or, in the case of a surviving organization created pursuant to the
merger, comes into existence; (2) each constituent organization that merges into the surviving
organization ceases to exist as a separate entity; (3) except as provided in the plan of merger,
all property owned by, and every contract right possessed by, each constituent organization
that ceases to exist vests in the surviving organization without transfer, reversion, or impairment
and the title to any property and contract rights vested by deed or otherwise in the surviving
organization shall not revert, be in any way impaired, or be deemed to be a transfer by reason
of the merger; (4) all debts, obligations, and other liabilities of each constituent organization,
other than the surviving organization, are debts, obligations, and other liabilities of the
surviving organization, and neither the rights of...
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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-9A-10.09
Section 10A-9A-10.09 Effect of merger. THIS SECTION WAS AMENDED BY ACT 2019-94 IN THE 2019
REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
When a merger becomes effective: (1) the surviving organization continues or, in the case
of a surviving organization created pursuant to the merger, comes into existence; (2) each
constituent organization that merges into the surviving organization ceases to exist as a
separate entity; (3) except as provided in the plan of merger all property owned by, and every
contract right possessed by, each constituent organization that ceases to exist vests in the
surviving organization without transfer, reversion, or impairment and the title to any property
and contract rights vested by deed or otherwise in the surviving organization shall not revert,
be in any way impaired, or be deemed to be a transfer by reason of the merger; (4) all debts,
obligations, and other liabilities of each constituent organization,...
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