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10A-5A-4.09
Section 10A-5A-4.09 Records to be kept; right of members and dissociated members to
information. Notwithstanding Sections 10A-1-3.32 and 10A-1-3.33: (a) Each limited liability
company shall maintain the following records: (1) A current list of the full name and last
known business or residence street address of each member. (2) A copy of the filed certificate
of formation and all amendments thereto, together with executed copies of any powers of attorney
pursuant to which any documents have been executed. (3) Copies of the limited liability company's
federal, state, and local income tax returns and reports, if any, for the three most recent
years. (4) Copies of the then effective limited liability company agreement including any
amendments thereto. (5) Copies of any financial statements of the limited liability company
for the three most recent years. (b) Subject to subsection (g), on 10 days' notice made in
a writing received by the limited liability company, the records set forth in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-4.09.htm - 4K - Match Info - Similar pages
10A-2A-9.13
Section 10A-2A-9.13 Statement of conversion; effectiveness. (a) After a plan of conversion
is approved: (1) if the converting organization is an organization formed under, or its internal
affairs are governed by, the laws of this state, the converting organization shall file a
statement of conversion in accordance with subsection (c), which statement of conversion must
be signed in accordance with Section 10A-1-4.01 and which must include: (A) the name,
type of organization, and mailing address of the principal office of the converting organization,
and its unique identifying number or other designation as assigned by the Secretary of State,
if any; (B) the date of the filing of the certificate of formation of the converting organization,
if any, and all prior amendments and the filing office or offices, if any, where the certificate
of formation and amendments are filed; (C) a statement that the converting organization has
been converted into the converted organization; (D) the name...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.13.htm - 6K - Match Info - Similar pages
10A-5-2.05
Section 10A-5-2.05 Pre-formation transactions. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. A limited liability company may not transact business
or incur indebtedness, except that which is incidental to its organization or to obtaining
subscriptions for or payment of contributions, until the certificate of formation has been
filed. Persons engaged in prefiling activities other than those authorized by this section
shall be jointly and severally liable for any debts or liabilities incurred in the course
of those activities as provided in Section 10A-5-1.05. In no event shall the activities
of an organizer authorized under this chapter result in liability for such person under this
section. This section shall not be interpreted to invalidate any debts, contracts,
or liabilities of the limited liability company incurred on behalf of the limited liability
company prior to the filing of its certificate of formation. (Act 2009-513, p. 967, ยง222.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-2.05.htm - 1K - Match Info - Similar pages
19-3A-401
Section 19-3A-401 Character of receipts. (a) For purposes of this section, "entity"
means a corporation, partnership, limited liability company, regulated investment company,
real estate investment trust, common trust fund, or any other organization in which a fiduciary
has an interest other than (1) a trust or decedent's estate to which Section 19-3A-402
applies, (2) a business or activity to which Section 19-3A-403 applies, or (3) an asset-backed
security to which Section 19-3A-415 applies. (b) Except as otherwise provided in this
section, a fiduciary shall allocate to income money received from an entity. (c) A
fiduciary shall allocate the following receipts from an entity to principal: (1) Property
other than money except in cases when the fiduciary has the choice to receive dividends or
similar payments either in cash or in the shares or similar ownership interests of the corporation
or other business entity, in which case, the fiduciary shall allocate the receipts to income;
(2)...
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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-5-9.02
Section 10A-5-9.02 Requirements for articles of merger; effective date. REPEALED IN
THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) If a domestic limited
liability company is merging under this chapter, the domestic limited liability company or
other business entity surviving or resulting from the merger shall file articles of merger
in the Office of the Secretary of State. If a domestic limited liability company is filing
the articles of merger, the articles of merger shall be signed by at least one member of the
domestic limited liability company, and if another business entity is filing the articles
of merger, the articles of merger shall be signed by a person authorized by the other business
entity. The articles of merger shall state all of the following: (1) The name, jurisdiction,
and date of formation or organization of each of the domestic limited liability companies
or other business entities that are to merge. (2) That an agreement of merger has been...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-9.02.htm - 3K - Match Info - Similar pages
10A-5A-2.04
Section 10A-5A-2.04 Execution of documents - Signing requirements. (a) A writing delivered
to the Secretary of State for filing pursuant to this chapter must be signed as provided by
this section. (1) A limited liability company's initial certificate of formation must
be signed by at least one organizer. (2) A writing signed on behalf of a limited liability
company must be signed by a person authorized by the limited liability company. (3) A writing
filed on behalf of a dissolved limited liability company that has no members must be signed
by the person winding up the limited liability company's activities and affairs under Section
10A-5A-7.03 or a person appointed or designated under Section 10A-5A-7.03 to wind up
those activities and affairs. (4) Any other writing must be signed by the person on whose
behalf the writing is delivered to the Secretary of State. (b) Any writing to be filed under
this chapter may be signed by an agent, including an attorney-in-fact. Powers of attorney...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-2.04.htm - 1K - Match Info - Similar pages
10A-5-4.03
Section 10A-5-4.03 Operating agreements. REPEALED IN THE 2014 REGULAR SESSION BY ACT
2014-144 EFFECTIVE JANUARY 1, 2017. (a) The member or members of a limited liability company
may enter into an operating agreement to regulate or establish the affairs of the limited
liability company, the conduct of its business, and the relations of its members. An operating
agreement may contain any provisions regarding the affairs of a limited liability company
and the conduct of its business that are not inconsistent with the laws of this state or the
articles of organization. (b) In the event there is more than one member, any operating agreement
shall initially be agreed to, in writing, by all of the members. If an operating agreement
does not provide for the method by which an operating agreement may be amended, then all of
the members shall agree in writing to any amendment. (c) A court of equity may enforce an
operating agreement by injunction or by other relief that the court in its...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-4.03.htm - 1K - Match Info - Similar pages
35-20-5
Section 35-20-5 Organization of associations; filing requirements; rulemaking authority;
organizational documents. (a) On or after January 1, 2016, a homeowners' association created
pursuant to a declaration shall be organized as a nonprofit corporation pursuant to Chapter
3 of Title 10A, and shall be governed in all respects as a nonprofit corporation. (b)(1) A
homeowners' association, its members, and directors shall be subject to all of the obligations,
duties, and responsibilities of and shall have all of the rights and benefits provided in
Chapter 3 of Title 10A. (2) In addition or supplemental to any other filing required in Chapter
3 of Title 10A, a homeowners' association shall file the following documents with the Secretary
of State: a. Articles of incorporation. b. Bylaws, resolutions, or other governing documents
of the association. c. The original covenants, conditions, or restrictions adopted by the
association. (3) The Secretary of State shall implement and maintain an...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/35-20-5.htm - 3K - Match Info - Similar pages
10A-5-2.06
Section 10A-5-2.06 Records to be kept; right of inspection. REPEALED IN THE 2014 REGULAR
SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Each limited liability company shall
keep at its registered office or principal place of business in this state the following records:
(1) A current list of the full name and last known business or residence street address of
each member, and each manager, if any. (2) A copy of the filed certificate of formation and
all amendments thereto, together with executed copies of any powers of attorney pursuant to
which any documents have been executed. (3) Copies of the limited liability company's federal,
state, and local income tax returns and reports, if any, for the three most recent years.
(4) Copies of any then effective operating agreements including any amendments thereto. (5)
Copies of any financial statements of the limited liability company for the three most recent
years. (b) Those records, and any other books and records of the limited...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-2.06.htm - 2K - Match Info - Similar pages
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