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27-27-46
Section 27-27-46 Merger and consolidations - Domestic mutual insurers. (a) A domestic mutual
insurer may merge or consolidate with another insurer under the applicable procedures prescribed
by the statutes of this state applying to corporations formed for profit, except as provided
in this section. (b) The plan and agreement for merger or consolidation shall be submitted
to, and approved by, at least two-thirds of the members of each mutual insurer voting thereon
at meetings called for the purpose pursuant to such reasonable notice and procedure as has
been approved by the commissioner. If a life insurer, right to vote may be limited to members
whose policies are other than term and group policies and have been in effect for more than
one year. (c) No such merger or consolidation shall be effectuated unless in advance thereof
the plan and agreement therefor have been filed with the commissioner and approved by him
in writing after a hearing thereon. The commissioner shall give such...
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10A-5A-11.02
Section 10A-5A-11.02 Enforceability of obligations and expenses of series against assets. (a)
Subject to subsection (b): (1) the debts, liabilities, obligations, and expenses incurred,
contracted for, or otherwise existing with respect to a series shall be enforceable against
the assets of that series only, and shall not be enforceable against the assets of the limited
liability company generally or any other series thereof; and (2) none of the debts, liabilities,
obligations, and expenses incurred, contracted for, or otherwise existing with respect to
the limited liability company generally or any other series thereof shall be enforceable against
the assets of a series. (b) Subsection (a) applies only if: (1) the records maintained for
that series account for the assets of that series separately from the other assets of the
limited liability company or any other series; (2) the limited liability company agreement
contains a statement to the effect of the limitations provided in...
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10A-9A-6.02
Section 10A-9A-6.02 Effect of dissociation as limited partner. (a) Upon a person's dissociation
as a limited partner: (1) subject to Section 10A-9A-7.04, the person does not have further
rights as a limited partner; (2) the person's implied contractual covenant of good faith and
fair dealing as a limited partner under Section 10A-9A-3.05(b) continues only as to matters
arising and events occurring before the dissociation; and (3) subject to Section 10A-9A-7.04,
and Article 10 of this chapter and Article 8 of Chapter 1, any transferable interest owned
by the person in the person's capacity as a limited partner immediately before dissociation
is owned by the person immediately after dissociation as a mere transferee. (b) A person's
dissociation as a limited partner does not of itself discharge the person from any duty, debt,
obligation, or liability to the limited partnership or the other partners that the person
incurred while a limited partner. (Act 2016-379, ยง1.)...
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27-2B-4
Section 27-2B-4 Company action level event; preparation and submission of RBC plan or revised
RBC plan; notification of unsatisfactory filing; copies of plans. (a) Company action level
event means any of the following events: (1) The filing of an RBC report by an insurer which
indicates any of the following: a. The insurer's total adjusted capital is greater than or
equal to its regulatory action level RBC, but less than its company action level RBC. b. If
a life or health insurer or fraternal benefit society, the insurer has total adjusted capital
which is greater than or equal to its company action level RBC but less than the product of
its authorized control level RBC and 3.0 and has a negative trend. c. If a property and casualty
insurer or a health organization, the insurer has total adjusted capital which is greater
than or equal to its company action level RBC, but less than the product of its authorized
control level RBC and 3.0, and triggers the trend test determined in...
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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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39-2-12
Section 39-2-12 Partial and final payments of contractors by awarding authorities. (a) As used
in this section the following words shall have the meanings ascribed to them as follows: (1)
CONTRACTOR. Any natural person, partnership, company, firm, corporation, association, limited
liability company, cooperative, or other legal entity licensed by the Alabama State Licensing
Board for General Contractors. (2) NONRESIDENT CONTRACTOR. A contractor which is neither a.
organized and existing under the laws of the State of Alabama, nor b. maintains its principal
place of business in the State of Alabama. A nonresident contractor which has maintained a
permanent branch office within the State of Alabama for at least five continuous years shall
not thereafter be deemed to be a nonresident contractor so long as the contractor continues
to maintain a branch office within Alabama. (3) RETAINAGE. That money belonging to the contractor
which has been retained by the awarding authority conditioned on...
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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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7-2-719
Section 7-2-719 Contractual modification or limitation of remedy. (1) Subject to the provisions
of subsections (2) and (3) of this section and of Section 7-2-718 on liquidation and limitation
of damages: (a) The agreement may provide for remedies in addition to or in substitution for
those provided in this article and may limit or alter the measure of damages recoverable under
this article, as by limiting the buyer's remedies to return of the goods and repayment of
the price or to repair and replacement of nonconforming goods or parts; and (b) Resort to
a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in
which case it is the sole remedy. (2) Where circumstances cause an exclusive or limited remedy
to fail of its essential purpose, remedy may be had as provided in this title. (3) Consequential
damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation
of consequential damages for injury to the person in the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/7-2-719.htm - 1K - Match Info - Similar pages
10A-2-11.01
Section 10A-2-11.01 Merger. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY
1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Subject to the limitations of the
Constitution of Alabama of 1901 as the same may be amended from time to time, one or more
corporations may merge into another corporation if the board of directors of each corporation
adopts and its shareholders, if required by Section 10A-2-11.03, approve a plan of merger.
(b) The plan of merger must set forth: (1) The name of each corporation planning to merge
and the name of the surviving corporation into which each other corporation plans to merge;
(2) The terms and conditions of the merger; and (3) The manner and basis of converting the
shares of each corporation into shares, obligations, or other securities of any other corporation
or into cash or other property in whole or part. (c) The plan of merger may set forth: (1)
Amendments to the articles of incorporation of the surviving corporation;...
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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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