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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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.04.htm - 4K - Match Info - Similar pages
27-31B-8
Section 27-31B-8 Formation of captive insurance companies in this state. (a) A pure
captive insurance company or a protected cell captive insurance company shall be formed as
a stock or mutual insurer, or as a nonprofit or limited liability company with its capital
divided into units and held by the stockholders, members, or other equivalent as allowed by
law. (b) An association captive insurance company, an industrial insured captive insurance
company, or a risk retention group may be formed in any of the following ways: (1) Organized
as a stock insurer with its capital divided into share units and held by the stockholders,
members, or other equivalent as allowed by law. (2) Organized as a mutual insurer without
capital stock, the governing body of which is elected by the member organizations of its association.
(3) Organized as a reciprocal insurer in accordance with Chapter 31 of this title. (4) Organized
as a manager-managed limited liability company. (c) A captive insurance...
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10A-5-7.02
Section 10A-5-7.02 Judicial dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT
2014-144 EFFECTIVE JANUARY 1, 2017. On application by or for a member, the circuit court for
the county in which the certificate of formation is filed may decree dissolution of a limited
liability company whenever it is not reasonably practicable to carry on the business in conformity
with the governing documents. (Acts 1993, No. 93-724, p. 1425, §38; §10-12-38; amended and
renumbered by Act 2009-513, p. 967, §236.)...
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10A-5-7.03
Section 10A-5-7.03 Winding up. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the governing documents, the
members who have not wrongfully dissolved a limited liability company may wind up the limited
liability company's business and affairs. (b) A person winding up a limited liability company's
business may: Preserve the company business or property as a going concern for a reasonable
time; prosecute and defend actions and proceedings, whether civil, criminal, or administrative;
settle and close the limited liability company's business; dispose of and transfer property;
discharge the limited liability company's liabilities; distribute the assets of the limited
liability company pursuant to Section 10A-5-7.05; and perform other necessary and appropriate
acts. (Acts 1993, No. 93-724, p. 1425, §39; §10-12-39; amended and renumbered by Act 2009-513,
p. 967, §236.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-7.03.htm - 1K - Match Info - Similar pages
10A-5-6.03
Section 10A-5-6.03 Right of assignee to become member. REPEALED IN THE 2014 REGULAR
SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the
operating agreement: (1) An assignee of an interest in a limited liability company may become
a member only if the other members unanimously consent. The consent of a member may be evidenced
in any manner specified in the operating agreement, but in the absence of such a specification,
consent shall be evidenced by a written instrument, dated and signed by the member. (2) The
assignor of a membership interest is not released from liability to the limited liability
company under Section 10A-5-5.02, whether or not the assignee becomes a member. (3)
A member who assigns the member's entire interest in the limited liability company ceases
to be a member or to have the power to exercise any rights of a member when any assignee of
the interest becomes a member with respect to the assigned interest. (b) An assignee who...
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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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/34-2-37.htm - 2K - Match Info - Similar pages
10A-9A-10.08
Section 10A-9A-10.08 Filings required for merger; effective date. 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) After each constituent organization has approved the
plan of merger, a statement of merger must be signed on behalf of: (1) each constituent limited
partnership, as provided in Section 10A-9A-2.03(a); and (2) each other constituent
organization, as provided by its governing statute. (b) A statement of merger under this section
must include: (1) the name, type of organization, and mailing address of the principal office
of each constituent organization, the jurisdiction of the governing statute of each constituent
organization, and the respective unique identifying numbers or other designations as assigned
by the Secretary of State, if any, of each constituent organization; (2) the name, type of
organization, and mailing address of the principal office of the surviving...
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10A-2A-9.14
Section 10A-2A-9.14 Amendment of plan of conversion; abandonment. (a) A plan of conversion
of a converting organization that is a corporation may be amended: (1) in the same manner
as the plan was approved, if the plan does not provide for the manner in which it may be amended;
or (2) in the manner provided in the plan, except that if the plan has been approved by the
stockholders that were entitled to vote on, consent to, or approve of the plan, then those
stockholders are entitled to vote on, consent to, or approve of any amendment of the plan
that will change: (i) the amount or kind of eligible interests or other securities, obligations,
rights to acquire eligible interests or other securities, cash, other property, or any combination
of the foregoing, to be received by any of the stockholders of the converting corporation
under the plan; (ii) the organizational documents of the converted organization that will
be in effect immediately after the conversion becomes effective, except...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.14.htm - 2K - Match Info - Similar pages
27-7-5.1
Section 27-7-5.1 Licenses - Limited license for motor vehicle rental companies. (a)
As used in this section, the following terms shall have the following meanings: (1)
RENTAL AGREEMENT. Any written agreement setting forth the terms and conditions governing the
use of a vehicle provided by the rental company for rental or lease. (2) RENTAL COMPANY. Any
person or entity in the business of providing rental vehicles to the public under a rental
agreement for a period not to exceed 90 days. (3) RENTAL PERIOD. The term of the rental agreement.
(4) RENTER. Any person obtaining the use of a vehicle from a rental company under the terms
of a rental agreement for a period not to exceed 90 days. (5) VEHICLE OR RENTAL VEHICLE. A
motor vehicle of the private passenger type (including passenger vans, minivans, and sport
utility vehicles) and of the cargo type (including cargo vans, pickup trucks, and trucks with
gross vehicle weight of less than 26,000 pounds, which do not require the operator to...
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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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