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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40-18-28
Section 40-18-28 Returns of subchapter K entities and single member limited liability companies.
Every subchapter K entity, and every single member limited liability company, shall make a
return to the Department of Revenue for each taxable year, stating specifically the items
of its gross income and the deductions allowed by this chapter, and shall include in the return
the names and addresses of the partners or members and the amount of the distributive share
of each partner or member. The return must be subscribed by the person who makes it and must
contain a printed declaration that it is made under the penalties of perjury. A person who
willfully makes and subscribes a return which he or she does not believe to be true and correct
as to every material particular shall be guilty of perjury and upon conviction shall be punished
as prescribed in Section 40-18-27. (Acts 1935, No. 194, p. 256; Code 1940, T. 51, §395; Acts
1961, Ex. Sess., No. 188, p. 2158; Acts 1997, No. 97-625, p....
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10A-5-3.02
Section 10A-5-3.02 Liability of members to third parties. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in this chapter,
a member of a limited liability company is not liable under a judgment, decree, or order of
a court, or in any other manner, for a debt, obligation, or liability of the limited liability
company, whether arising in contract, tort, or otherwise, or for the acts or omissions of
any other member, manager, agent, or employee of the limited liability company. (b) A member
may be liable to creditors of the limited liability company for a written agreement to make
a contribution to the limited liability company. (c) A member of a limited liability company
may become liable by reason of the member's own acts or conduct. (Acts 1993, No. 93-724, p.
1425, §20; §10-12-20; amended and renumbered by Act 2009-513, p. 967, §228.)...
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10A-5A-10.09
Section 10A-5A-10.09 Restrictions on approval of mergers and conversions. (a) If a member of
a converting or constituent limited liability company will have personal liability with respect
to a converted or surviving organization, approval and amendment of a plan of conversion or
plan of merger are ineffective without that member's consent to the plan. (b) A member does
not give the consent required by subsection (a) merely by consenting to a provision of the
limited liability company agreement that permits the limited liability company agreement to
be amended with the consent of fewer than all the members. (Act 2014-144, p. 265, §1.)...

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10A-5A-2.06
Section 10A-5A-2.06 Certificate of existence or qualification. (a) The Secretary of State,
upon request and payment of the requisite fee, shall furnish to any person a certificate of
existence for a limited liability company if the writings filed in the office of the Secretary
of State show that the limited liability company has been formed under the laws of this state.
A certificate of existence shall reflect only the information on file with the Secretary of
State. A certificate of existence must state: (1) the limited liability company's name; (2)
that the limited liability company was formed under the laws of this state, the date of formation,
and the filing office in which the certificate of formation was filed; (3) whether the limited
liability company has delivered to the Secretary of State for filing a statement of dissolution;
(4) whether the limited liability company has delivered to the Secretary of State for filing
a certificate of reinstatement; (5) the unique identifying...
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27-7-1
Section 27-7-1 Definitions. For the purposes of this chapter, the following terms shall have
the meanings respectively ascribed to them by this section: (1) BUSINESS ENTITY. A corporation,
association, partnership, limited liability company, limited liability partnership, or other
legal entity. (2) COMMISSIONER. The Alabama Commissioner of Insurance. (3) HOME STATE. The
District of Columbia and any state or territory of the United States in which an insurance
producer maintains his or her principal place of residence or principal place of business
and is licensed to act as an insurance producer. (4) INSURANCE. As defined in Section 27-1-2.
(5) INSURANCE PRODUCER or PRODUCER. A person required to be licensed under the laws of this
state to sell, solicit, or negotiate insurance. (6) INSURER. As defined in Section 27-1-2.
For the purposes of this chapter, insurer shall also mean an insurance company licensed pursuant
to Chapter 3, commencing with Section 27-3-1 of this title; a health...
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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, §1.)...
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10A-5-5.04
Section 10A-5-5.04 Interim distributions of property; impairment of capital. REPEALED IN THE
2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in
this section or in the operating agreement, members are entitled to receive distributions
from the limited liability company in proportion to their respective rights to share in profits
under Section 10A-5-5.03. (b) Subsection (a) shall not apply to any of the following: (1)
Distributions on dissolution. (2) Distributions governed by a contrary provision in the operating
agreement. (c) No distribution may be made unless, after the distribution is made, the assets
of the limited liability company are sufficient to pay all liabilities of the limited liability
company except liabilities to members on account of their contributions. (d) Unless otherwise
provided in the operating agreement, a member has no right to receive and may not be required
to accept a distribution in kind. (Acts 1993, No. 93-724, p....
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10A-5-5.03
Section 10A-5-5.03 Sharing of profits and losses. REPEALED IN THE 2014 REGULAR SESSION BY ACT
2014-144 EFFECTIVE JANUARY 1, 2017. The profits and losses, income, deductions, and credits,
and items of income, deduction, and credits of the limited liability company shall be allocated
among the members in the manner provided in the operating agreement. If the operating agreement
does not so provide, profits and losses, income, deductions, and credits, and items of income,
deductions, and credits shall be allocated on the basis of the pro rata value of the contributions
made by each member to the extent they have been made and not returned. (Acts 1993, No. 93-724,
p. 1425, §28; §10-12-28; amended and renumbered by Act 2009-513, p. 967, §232.)...
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34-2-37
Section 34-2-37 Practice of architecture by certain entities. (a) It shall be lawful for a
corporation, a professional corporation, a professional association, a partnership, or a limited
liability company (the entity) to practice architecture in this state provided that: (1) A
minimum of two-thirds of those responsible for controlling the activities of the entity, including
officers, partners, directors, members, and others depending on the legal structure of the
entity, are voting stockholders who are architects or professional engineers, or both, registered
under the laws of any United States jurisdiction and at least one is an architect registered
in Alabama. (2) Any agreement to perform such services shall be executed on behalf of the
entity by a stockholding officer, partner, director, or member with authority to contractually
bind the entity, who is an architect registered in the State of Alabama. (3) A stockholding
officer, partner, director, or member who is an architect...
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