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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-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.02.htm - 17K - Match Info - Similar pages
16-17A-8
Section 16-17A-8 Powers of authority. (a) An authority shall have and may exercise any power
granted nonprofit corporations under Title 10A, together with all powers incidental thereto
or necessary or desirable to the discharge thereof, including, without limitation, the following
specific powers: (1) To adopt, maintain, and amend bylaws and a corporate seal. (2) To sue
and, subject to the limitations herein, be sued; provided, however, that no authority entitled
to sovereign immunity shall be denied such immunity. (3) To acquire, construct, equip, and
operate those health care facilities it considers necessary or desirable. (4) To enter into
contracts and agreements, borrow money, incur indebtedness, and issue bonds, notes, debt securities,
or any other evidence of indebtedness. (5) To pledge the general credit of the authority or
any revenues or income of the authority to repayment of any of its indebtedness. (6) To mortgage
or pledge its health care facilities or its other assets or...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.01.htm - 18K - Match Info - Similar pages
10A-5-9.03
Section 10A-5-9.03 Vesting of certain rights, privileges, powers, property, liabilities, and
duties. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a)
When any merger has become effective under this chapter, for all purposes of the laws of the
state, all the rights, privileges, and powers of each of the domestic limited liability companies
and other business entities that have merged, and all property, real, personal, and mixed,
and all debts due to any of the domestic limited liability companies and other business entities,
as well as all other things and causes of action belonging to each of the domestic limited
liability companies and other business entities, shall be vested in the surviving or resulting
domestic limited liability company or other business entity, and shall thereafter be the property
of the surviving or resulting domestic limited liability company or other business entity
as they were of each of the domestic limited liability...
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10A-5A-10.08
Section 10A-5A-10.08 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,
or series thereof, 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, or series thereof, other than the surviving organization,
are debts, obligations, and other liabilities of the surviving...
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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
23-7-5
Section 23-7-5 Powers and functions. (a) In addition to the powers contained in other provisions
of this chapter, the bank has all power necessary, useful, or appropriate to fund, operate,
and administer the bank, and to perform its other functions including, but not limited to,
the following power to: (1) Have perpetual succession. (2) Adopt, promulgate, amend, and repeal
bylaws, not inconsistent with this chapter for the administration of the bank's affairs and
the implementation of its functions including the right of the board to select qualifying
projects and to provide loans and other financial assistance. (3) Sue and be sued in its own
name. (4) Have a seal and alter it at pleasure, although the failure to affix the seal does
not affect the validity of an instrument executed on behalf of the bank. (5) Make loans to
qualified borrowers to finance the eligible costs of qualified projects and to acquire, hold,
and sell loan obligations at prices and in a manner as the board...
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37-6-3
Section 37-6-3 Enumerated powers. A cooperative shall have the power: (1) To sue and be sued
in its corporate name. (2) To adopt a corporate seal and alter the same at its pleasure. (3)
To generate, manufacture, purchase, acquire and transmit electric energy and to distribute,
sell, supply and dispose of electric energy to its members, to governmental agencies and political
subdivisions and to other persons; provided, however, that should a cooperative acquire any
electric facilities dedicated or devoted to the public use, it may continue to serve the persons
served directly from such facilities at the time of such acquisition without requiring that
such persons become members, and, provided further, that such nonmembers shall have the right
to become members upon nondiscriminatory terms. Cooperatives may not condition membership
or provision of service on compliance by the member with requirements not directly related
to the electric or other service to be provided by the cooperative....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-6-3.htm - 19K - Match Info - Similar pages
40-2B-2
Section 40-2B-2 Alabama Tax Tribunal. (a) Statement of Purpose. To increase public confidence
in the fairness of the state tax system, the state shall provide an independent agency with
tax expertise to resolve disputes between the Department of Revenue and taxpayers, prior to
requiring the payment of the amounts in issue or the posting of a bond, but after the taxpayer
has had a full opportunity to attempt settlement with the Department of Revenue based, among
other things, on the hazards of litigation. By establishing an independent Alabama Tax Tribunal
within the executive branch of government, this chapter provides taxpayers with a means of
resolving controversies that insures both the appearance and the reality of due process and
fundamental fairness. The tax tribunal shall provide hearings in all tax matters, except those
specified by statute, and render decisions and orders relating thereto. A tax tribunal hearing
shall be commenced by the filing of a notice of appeal protesting...
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