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10A-5A-5.02
Section 10A-5A-5.02 Transfer of transferable interest. (a) A transfer, in whole or in part,
of a transferable interest: (1) is permissible; (2)(A) does not by itself cause a member to
cease to be a member of the limited liability company; and (B) does not by itself cause a
member to cease to be associated with a series of the limited liability company; (3) does
not by itself cause a dissolution and winding up of the limited liability company, or a series
thereof; and (4) subject to Section 10A-5A-5.04, does not entitle the transferee to: (A) participate
in the direction or oversight of the activities and affairs of the limited liability company,
or a series thereof; or (B) have access to records or other information concerning the activities
and affairs of the limited liability company, or a series thereof. (b) A transferee has the
right to receive, in accordance with the transfer, distributions to which the transferor would
otherwise be entitled. (c) A transferable interest may be...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-5.02.htm - 2K - Match Info - Similar pages
10A-1-3.21
Section 10A-1-3.21 Rights of governing persons in certain cases. (a) In discharging a duty
or exercising a power, a governing person, including a governing person who is a member of
a committee, in good faith and with ordinary care, may rely on information, opinions, reports,
or statements, including financial statements and other financial data, concerning a domestic
entity or another person and prepared or presented by: (1) an officer or employee of the entity;
(2) legal counsel; (3) a public accountant or certified public accountant; (4) an investment
banker; (5) a person who the governing person reasonably believes possesses professional expertise
in the matter; or (6) a committee of the governing authority of which the governing person
is not a member. (b) A governing person may not in good faith rely on the information described
by subsection (a) if the governing person has knowledge of a matter that makes the reliance
unwarranted. (c) A governing person held liable on a claim is...
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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, ยง395; Acts
1961, Ex. Sess., No. 188, p. 2158; Acts 1997, No. 97-625, p....
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40-14B-1
Section 40-14B-1 Definitions. As used in this chapter, the following terms shall have the following
meanings: (1) AFFILIATE. An affiliate of another person shall include any of the following:
a. A person who directly or indirectly either: 1. Beneficially owns 15 percent or more of
the outstanding voting securities or other voting ownership interests of the other person,
whether through rights, options, convertible interests, or otherwise; or 2. Controls or holds
power to vote 15 percent or more of the outstanding voting securities or other voting ownership
interests of the other person. b. A person owning 15 percent or more of the outstanding voting
securities or other voting ownership interests of which are directly or indirectly either:
1. Beneficially owned by the other person, whether through rights, options, convertible interests,
or otherwise; or 2. Controlled or held with power to vote by the other person. c. A partnership
or limited liability company in which the other person...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-14B-1.htm - 7K - Match Info - Similar pages
10A-5A-7.05
Section 10A-5A-7.05 Other claims against dissolved limited liability company. Notwithstanding
Sections 10A-1-9.01 and 10A-1-9.22: (a) A dissolved limited liability company may publish
notice of its dissolution and request that persons with claims against the dissolved limited
liability company present them in accordance with the notice. (b) The notice authorized by
subsection (a) must: (1) be published at least one time in a newspaper of general circulation
in the county in which the dissolved limited liability company's principal office is located
or, if it has none in this state, in the county in which the dissolved limited liability company's
most recent registered office is located; (2) describe the information that must be included
in a claim and provide a mailing address to which the claim is to be sent; and (3) state that
if not sooner barred, a claim against the dissolved limited liability company will be barred
unless a proceeding to enforce the claim is commenced within two...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-7.05.htm - 5K - Match Info - Similar pages
10A-2-8.30
Section 10A-2-8.30 General standards for directors. REPEALED IN THE 2019 REGULAR SESSION BY
ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A director
shall discharge his or her duties as a director, including duties as a member of a committee:
(1) In good faith; (2) With the care an ordinarily prudent person in a like position would
exercise under similar circumstances; and (3) In a manner the director believes to be in the
best interests of the corporation. (b) In discharging his or her duties, a director is entitled
to rely on information, opinions, reports, or statements, including financial statements and
other financial data, if prepared or presented by: (1) One or more officers or employees of
the corporation whom the director reasonably believes to be reliable and competent in the
matters; (2) Legal counsel, public accountants, certified public accountants, or other persons
as to matters the director reasonably believes are within the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.30.htm - 2K - Match Info - Similar pages
40-18-24.2
Section 40-18-24.2 Taxation of pass-through entities. (a) For purposes of this section and
Section 40-18-24.3, the following terms shall have the following meanings: (1) MEMBER. An
individual, estate, trust or business trust as defined in Section 40-18-1, a corporation as
defined in Section 40-18-1, or Subchapter K entity as defined in Section 40-18-1, that is
a partner in a general, limited, limited liability, or limited liability limited partnership,
or a member of a limited liability company. (2) NONRESIDENT. a. An individual who is not a
resident of or domiciled in this state during the applicable tax year. b. A nonresident trust
as defined in Section 40-18-1. c. A nonresident estate as defined in Section 40-18-1. d. A
foreign corporation as defined in Section 40-18-1, not commercially domiciled in this state
during the applicable tax year. e. A Subchapter K entity or business trust that is created
or organized under the laws of a jurisdiction other than this state and that is not...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-18-24.2.htm - 7K - Match Info - Similar pages
45-40-244.02
Section 45-40-244.02 Filing of monthly report and payment. The tax levied under this part,
except as otherwise provided, shall be due and payable in monthly installments on or before
the twentieth day of the month next succeeding the month in which the tax accrues. On or before
the twentieth day in each month after June 1, 2001, every person, corporation, partnership,
firm, limited liability company, association, proprietorship, or other entity on whom or which
the taxes levied by this part are imposed, shall render to the agency, on a form prescribed
by the agency, a true and correct statement showing the gross proceeds of the business for
the next preceding month, together with such other information as the agency may require,
and at the time of making such monthly report the taxpayer shall compute the taxes due and
shall pay to the agency the amount of taxes shown to be due. The agency, for good cause, may
extend the time for making any return required under this part, but the time...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-40-244.02.htm - 1K - Match Info - Similar pages
10A-2A-8.30
Section 10A-2A-8.30 Standards of conduct for directors. Notwithstanding Division C of Article
3 of Chapter 1: (a) Each member of the board of directors, when discharging the duties of
a director, shall act: (i) in good faith, and (ii) in a manner the director reasonably believes
to be in the best interests of the corporation. (b) The members of the board of directors
or a board committee, when becoming informed in connection with their decision-making function
or devoting attention to their oversight function, shall discharge their duties with the care
that a person in a like position would reasonably believe appropriate under similar circumstances.
(c) In discharging board of directors or board committee duties, a director shall disclose,
or cause to be disclosed, to the other board of directors or board committee members information
not already known by them but known by the director to be material to the discharge of their
decision-making or oversight functions, except that...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.30.htm - 3K - Match Info - Similar pages
10A-2A-8.42
Section 10A-2A-8.42 Standards of conduct for officers. Notwithstanding Division C of Article
3 of Chapter 1: (a) An officer, when performing in his or her capacity as such, has the duty
to act: (1) in good faith; (2) with the care that a person in a like position would reasonably
exercise under similar circumstances; and (3) in a manner the officer reasonably believes
to be in the best interests of the corporation. (b) The duty of an officer includes the obligation:
(1) to inform the superior officer to whom, or the board of directors or the board committee
to which, the officer reports of information about the affairs of the corporation known to
the officer, within the scope of the officer's functions, and known to the officer to be material
to that superior officer, board of directors or board committee; and (2) to inform his or
her superior officer, or another appropriate person within the corporation, or the board of
directors, or a board committee, of any actual or probable...
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