10A-5A-8.01
Section 10A-5A-8.01 Special rules for limited liability companies performing professional services. (a) A limited liability company shall have the power to render professional services if it complies with the rules of the licensing authority for such profession. (b) Every individual who renders professional services as a member or as an employee of a limited liability company shall be liable for any negligent or wrongful act or omission in which the individual personally participates to the same extent the individual would be liable if the individual rendered the services as a sole practitioner. (c) Except as otherwise provided in subsection (b), the personal liability of a member of any limited liability company engaged in providing professional services shall be governed by Section 10A-5A-3.01. (d) The personal liability of a member, manager, or employee of a foreign limited liability company engaged in providing professional services shall be determined under the law of the...
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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-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 REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.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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40-14A-1
Section 40-14A-1 Definitions. For purposes of this chapter, the following terms shall mean: (a) ALABAMA S CORPORATION. An S corporation defined under Section 40-18-160. (b) C CORPORATION. A corporation other than an Alabama S corporation. (c) CODE. The Internal Revenue Code of 1986, as amended from time to time. (d) CORPORATION. An entity, including a limited liability company electing to be taxed as a corporation for federal income tax purposes, through which business can be conducted while offering limited liability to the owners of the entity with respect to some or all of the obligations of the entity, other than a limited liability entity or a disregarded entity. The term "corporation" shall include but not be limited to the following: Corporations, professional corporations, joint stock companies, unincorporated professional associations, real estate investment trusts, limited liability companies electing to be taxed as corporations for federal income tax purposes, and all...
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27-31A-1
Section 27-31A-1 Short title and purpose. The purpose of this chapter is to regulate the formation and the operation of risk retention groups and purchasing groups in this state formed pursuant to the federal Liability Risk Retention Act of 1986, to the extent permitted by federal law. This chapter shall be known and may be cited as the "Alabama Risk Retention Act." (Acts 1993, No. 93-674, p. 1226, ยง1.)...
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16-16B-1
Section 16-16B-1 Short title; electronic textbooks; wireless electronic devices; rule making authority; implementation plan; Alabama Ahead Oversight Committee. (a) This chapter shall be known and may be cited as the Alabama Ahead Act. (b)(1) Commencing with the 2016-2017 school year, students may be provided textbooks in electronic format . Textbooks in electronic format may be available to schools under the jurisdiction of those local boards of education which choose to participate in Alabama Ahead, to the extent practicable and funding is obtainable, to provide students with resources in the following three areas: a. Wireless broadband access via high-quality WiFi infrastructure in schools, as a first priority pursuant to Section 16-6B-2.1. b. Upgrades, expansions, and maintenance of existing WiFi infrastructure. c. Devices, digital content, management systems, debt service, or support. (2) Digital textbooks or other instructional materials provided in electronic format may also be...
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10A-1-3.32
Section 10A-1-3.32 Right of inspection and access by certain domestic entities. (a) This section applies to domestic entities other than (i) corporations formed pursuant to or governed by Chapter 2A or Chapter 4, and real estate investment trusts formed pursuant to or governed by Chapter 10, each of which is governed by the separate recordkeeping requirements and record inspections provisions of Chapter 2A and (ii) nonprofit corporations formed pursuant to or governed by Chapter 3, limited liability companies formed pursuant to or governed by Chapter 5A, general partnerships formed pursuant to or governed by Chapter 8A, and limited partnerships formed pursuant to or governed by Chapter 9A, each of which are governed by the separate recordkeeping requirements and record inspection provisions set forth in each entity's respective chapter governing that entity. (b) With respect to a domestic entity covered by this section, the books and records maintained under the chapter of this title...
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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...
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10A-2-1.40
Section 10A-2-1.40 Definitions applicable to business corporations. In this chapter: REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (1) "Articles of incorporation" include amended and restated articles of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate of incorporation, including any amended certificate, and also include, except where the context otherwise requires, articles of merger. The term "articles of incorporations" as used in this chapter is synonymous with the term "certificate of formation" employed in Chapter 1. (2) "Authorized shares" means the shares of all classes a domestic or foreign business corporation is authorized to issue. (3) "Corporation" or "domestic corporation" means a business corporation, which is not a foreign corporation, incorporated under or subject to the provisions of this chapter. (4) "Distribution" means a direct or indirect...
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8-38-9
Section 8-38-9 Violations of notification requirements. (a) A violation of the notification provisions of this chapter is an unlawful trade practice under the Alabama Deceptive Trade Practices Act, Chapter 19 of this title, but does not constitute a criminal offense under Section 8-19-12. The Attorney General shall have the exclusive authority to bring an action for civil penalties under this chapter. (1) A violation of this chapter does not establish a private cause of action under Section 8-19-10. Nothing in this chapter may otherwise be construed to affect any right a person may have at common law, by statute, or otherwise. (2) Any covered entity or third-party agent who is knowingly engaging in or has knowingly engaged in a violation of the notification provisions of this chapter is subject to the penalty provisions set out in Section 8-19-11. For the purposes of this chapter, knowingly shall mean willfully or with reckless disregard in failing to comply with the notice...
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