10A-9A-10.12
Section 10A-9A-10.12 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger. (a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if: (1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under Section 10A-9A-4.02; and (2) at the time the third party enters into the transaction, the third party: (A) does not have notice of the conversion or merger; and (B) reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership. (b) An act of a person that before a conversion or merger became effective was dissociated...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.12.htm - 2K - Match Info - Similar pages
41-16-5
Section 41-16-5 Public contracts with entities engaging in certain boycotting activities. (a) For the purposes of this section, the following terms shall have the following meanings: (1) BOYCOTT. To blacklist, divest from, or otherwise refuse to deal with a person or business entity when the action is based on race, color, religion, gender, or national origin of the targeted person or entity or is based on the fact that the boycotted person or entity is doing business in a jurisdiction with which this state can enjoy open trade and with which the targeted person or entity is doing business. (2) BUSINESS ENTITY. A corporation, partnership, limited liability company, organization, or other legal entity conducting or operating any trade or business in Alabama or a corporation, organization, or other legal entity operating in Alabama that is exempt from taxation under Section 501(C)(3) or (4) of the Internal Revenue Code. (3) GOVERNMENTAL ENTITY. The state or any political subdivision...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/41-16-5.htm - 2K - Match Info - Similar pages
10A-2A-9.15
Section 10A-2A-9.15 Effect of conversion. (a) When a conversion takes effect: (1) all property and contract rights owned by the converting organization remain 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 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 continues as if the conversion had not occurred and the name of the converted organization may, but need not, be substituted for the name of the converting organization in any pending action or proceeding; (4) except as...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.15.htm - 5K - Match Info - Similar pages
10A-5A-2.05
Section 10A-5A-2.05 Execution of documents - Unsigned documents. (a) If a person required by this chapter to sign a writing or deliver a writing to a filing officer for filing under this chapter does not do so, any other person that is aggrieved by that failure may petition the designated court, and if none, the circuit court for the county in which the limited liability company's principal office within this state is located, and if the limited liability company does not have a principal office within this state then the circuit court for the county in which the limited liability company's most recent registered office is located, to order: (1) the person to sign the writing; (2) the person to deliver the writing to the filing officer for filing; or (3) the filing officer to file the writing unsigned. (b) If a petitioner under subsection (a) is not the limited liability company or foreign limited liability company to whom the writing pertains, the petitioner shall make the limited...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-2.05.htm - 2K - Match Info - Similar pages
10A-1-1.06
Section 10A-1-1.06 Synonymous terms. To the extent not inconsistent with the Constitution of Alabama of 1901, and other statutes of this state wherein the terms may be found, and as the context requires, in this title or any other statute of this state: (1) a reference to certificate of formation includes, in the case of a corporation, articles of incorporation, certificate of incorporation, and charter; in the case of limited partnership, a certificate of limited partnership and a certificate of formation; in the case of a limited liability company, certificate of formation and articles of organization; and in the case of a business trust or a real estate investment trust, declaration of trust and, similarly, a reference to articles of incorporation, certificate of incorporation, charter, certificate of limited partnership, or articles of organization includes a certificate of formation; (2) a reference to articles of dissolution includes statement of dissolution and certificate of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-1.06.htm - 2K - Match Info - Similar pages
10A-8A-9.10
Section 10A-8A-9.10 Restrictions on approval of mergers, conversions and on relinquishing LLP status. (a) If a partner of a converting or constituent partnership 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 partner's consent to the plan. (b) A statement of cancellation of the statement of limited liability partnership filed in connection with a conversion or merger is ineffective without each partner's written consent to such amendment. (c) A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners. (Act 2018-125, ยง7.)...
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10A-8A-9.11
Section 10A-8A-9.11 Liability of partner after conversion or merger. (a) A conversion or merger under this article does not discharge any liability under Section 10A-8A-3.06, 10A-8A-7.02, or 10A-8A-7.03 of a person that was a partner in or dissociated as a partner from a converting or constituent partnership, but: (1) the provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability; (2) for the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent partnership; and (3) if a person is required to pay any amount under this subsection: (A) the person has a right of contribution from each other person that was liable as a partner under Section 10A-8A-3.06 when the obligation was incurred and has not been released from the obligation under Section 10A-8A-7.02 or 10A-8A-7.03; and (B) the contribution due from each of those persons is in proportion to the right to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.11.htm - 3K - Match Info - Similar pages
27-36A-18
Section 27-36A-18 Confidentiality. (a) For purposes of this section, "confidential information" shall mean all of the following: (1) A memorandum in support of an opinion submitted under Section 27-36A-4 and any other documents, materials, and other information, including, but not limited to, all working papers, and copies thereof, created, produced, or obtained by or disclosed to the commissioner or any other person in connection with such memorandum. (2) All documents, materials, and other information, including, but not limited to, all working papers, and copies thereof, created, produced, or obtained by or disclosed to the commissioner or any other person in the course of an examination made under subsection (f) of Section 27-36A-15; provided, however, that if an examination report or other material prepared in connection with an examination made under Chapter 2 is not held as private and confidential information under Section 27-2-24, an examination report or other material...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-36A-18.htm - 7K - Match Info - Similar pages
12-21-401
Section 12-21-401 Definitions. In this article: (1) "Foreign jurisdiction" means a state other than this state. (2) "Foreign subpoena" means a subpoena issued in a civil action under authority of a court of record of a foreign jurisdiction. (3) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, public corporation, government, or governmental subdivision, agency or instrumentality, or any other legal or commercial entity. (4) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, a federally recognized Indian tribe, or any territory or insular possession subject to the jurisdiction of the United States. (5) "Subpoena" means a document, however denominated, issued in a civil action under authority of a court of record requiring a person to: (A) Attend and give testimony at a deposition. (B) Produce and permit inspection and copying of...
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34-14A-2
Section 34-14A-2 Definitions. As used in this chapter, the following terms shall have the following meanings, respectively, unless the context clearly indicates otherwise: (1) ADVISORY COUNCIL. The Alabama Construction Trade Advisory Council. (2) BOARD. The Home Builders Licensure Board. (3) COST OF THE UNDERTAKING. The total cost of the materials, labor, supervision, overhead, and profit. (4) HOMEOWNER. A person who owns and resides in or intends to reside in a structure constructed or remodeled by a licensee of the board, or who contracts with a licensee for the purchase, construction, repair, improvement, or reimprovement of a structure to be used as a residence. (5) IMPROVEMENT. Any site-built addition or enhancement attached to or detached from a residence or structure for use and enjoyment by the homeowner. (6) INACTIVE LICENSE. A license issued at the request of a licensee, or a building official or a building inspector, that is renewable, but that is not currently valid. (7)...
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