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10A-8A-6.02
Section 10A-8A-6.02 Partner's power to dissociate; wrongful dissociation. (a) A person
has the power to dissociate as a partner at any time, rightfully or wrongfully, by express
will pursuant to Section 10A-8A-6.01(1). (b) A person's dissociation is wrongful only
if: (1) it is in breach of an express provision of the partnership agreement; or (2) in the
case of a partnership for a definite term or particular undertaking, before the expiration
of the term or the completion of the undertaking if any of the following apply: (A) the person
dissociates as a partner by express will, unless the dissociation follows not later than 90
days after another person's dissociation by death or otherwise under Section 10A-8A-6.01(6)
through (10) or wrongful dissociation under this subsection; (B) the person is expelled as
a partner by judicial order under Section 10A-8A-6.01(5); (C) the person is dissociated
under Section 10A-8A-6.01(7); or (D) in the case of a person that is not a trust other
than a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-6.02.htm - 1K - Match Info - Similar pages
10A-5A-1.08
Section 10A-5A-1.08 Limited liability company agreement - Scope; function; and limitations.
(a) Except as otherwise provided in subsections (b) and (c): (1) the limited liability company
agreement governs relations among the members as members and between the members and the limited
liability company; and (2) to the extent the limited liability company agreement does not
otherwise provide for a matter described in subsection (a)(1), this chapter governs the matter.
(b)(1) To the extent that, at law or in equity, a member or other person has duties, including
fiduciary duties, to the limited liability company, or to another member or to another person
that is a party to or is otherwise bound by a limited liability company agreement, the member's
or other person's duties may be expanded or restricted or eliminated by a written limited
liability company agreement, but the implied contractual covenant of good faith and fair dealing
may not be eliminated. (2) A written limited liability...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-1.08.htm - 5K - Match Info - Similar pages
10A-5A-8.02
Section 10A-5A-8.02 Death or disqualification of member. (a) In the case of a limited
liability company performing professional services, upon the death of a member, upon a member
becoming a disqualified person, or upon a transferable interest being transferred by operation
of law or court decree to a disqualified person, the transferable interest of the deceased
member or of the disqualified person may be transferred to a qualified person and, if not
so transferred, subject to Section 10A-5A-4.06, shall be purchased by the limited liability
company as provided in this section. (b) If the price of the transferable interest
is not fixed by the limited liability company agreement, the limited liability company, within
six months after the death or 30 days after the disqualification or transfer, as the case
may be, shall make a written offer to pay to the holder of the transferable interest a specified
price deemed by the limited liability company to be the fair value of the transferable...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-8.02.htm - 7K - Match Info - Similar pages
10A-5-3.03
Section 10A-5-3.03 Agency power of members and managers; duties. REPEALED IN THE 2014
REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in subsection
(b), every member is an agent of the limited liability company for the purpose of its business
or affairs, and the act of any member, including, but not limited to, the execution in the
name of the limited liability company of any instrument, for apparently carrying on in the
usual way the business or affairs of the limited liability company binds the limited liability
company, unless the member so acting has, in fact, no authority to act for the limited liability
company in the particular matter and the person with whom the member is dealing has knowledge
of the fact that the member has no such authority. (b) If the certificate of formation provides
that management of the limited liability company is vested in a manager or managers, both
of the following conditions apply: (1) No member, acting solely in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-3.03.htm - 7K - Match Info - Similar pages
10A-5A-6.03
Section 10A-5A-6.03 Effect of person's dissociation as a member. (a) A person who has
dissociated as a member shall have no right to participate in the direction and oversight
of the activities and affairs of the limited liability company and is entitled only to receive
the distributions to which that member would have been entitled if the member had not dissociated.
(b) A person's dissociation as a member does not of itself discharge the person from any duty,
debt, obligation, or liability to a limited liability company or the other members that the
person incurred while a member. (Act 2014-144, p. 265, ยง1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-6.03.htm - 937 bytes - Match Info - Similar pages
10A-5-1.04
Section 10A-5-1.04 Indemnification. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. Unless its certificate of formation provides otherwise, every limited
liability company has the power to indemnify a member, manager, or employee or former member,
manager, or employee of the limited liability company against expenses actually and reasonably
incurred in connection with the defense of an action, suit, or proceeding, civil or criminal,
in which the member, manager, or employee is made a party by reason of being or having been
a member, manager, or employee of the limited liability company, except in relation to matters
as to which the member, manager, or employee is determined in the action, suit, or proceeding
to be liable for negligence or misconduct in the performance of duty; to make any other indemnification
that is authorized by the governing documents of the limited liability company or by a resolution
adopted by the members after notice, unless...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-1.04.htm - 1K - Match Info - Similar pages
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-5-6.04
Section 10A-5-6.04 Death or incompetency of member. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the governing
documents: (1) If a member who is an individual dies or if a court of competent jurisdiction
adjudges a member to be incompetent to manage the member's person or property, the member's
personal representative, conservator, legal representative, heirs, or legatees may exercise
all the member's financial rights for the purpose of settling the member's estate or administering
the member's property, including any power the member had to transfer the membership interest.
(2) If a member is a corporation, limited liability company, trust, general partnership, limited
partnership, registered limited liability partnership, custodianship, or other entity and
is dissolved or terminated, the financial rights of that member may be exercised by the legal
representative or successor of that member. (b) The personal...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-6.04.htm - 2K - Match Info - Similar pages
27-31B-2
Section 27-31B-2 Definitions. As used in this chapter, the following terms shall have
the following meanings, unless the context clearly indicates otherwise: (1) AFFILIATED COMPANY.
Any company in the same corporate system as a parent, an industrial insured, or a member organization
by virtue of common ownership, control, operation, or management. (2) ALIEN CAPTIVE INSURANCE
COMPANY. Any insurance company formed to write insurance business for its parents and affiliates
and licensed pursuant to the laws of an alien jurisdiction which imposes statutory or regulatory
standards in a form acceptable to the commissioner on companies transacting the business of
insurance in that jurisdiction. (3) ASSOCIATION. Any legal association of individuals, corporations,
limited liability companies, partnerships, associations, or other entities whereby either
of the following exists: a. The member organizations of which, or the association itself,
whether or not in conjunction with some or all of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-31B-2.htm - 10K - Match Info - Similar pages
10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise
requires, the following terms mean: (1) AFFILIATE. A person who controls, is controlled by,
or is under common control with another person. An affiliate of an individual includes the
spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling,
parent, or spouse of any thereof, of the individual, or an individual having the same home
as the individual, or a trust or estate of which an individual specified in this sentence
is a substantial beneficiary; a trust, estate, incompetent, conservatee, protected person,
or minor of which the individual is a fiduciary; or an entity of which the individual is director,
general partner, agent, employee or the governing authority or member of the governing authority.
(2) ASSOCIATE. When used to indicate a relationship with: (A) a domestic or foreign entity
for which the person is: (i) an officer or governing person; or (ii) a beneficial...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-1.03.htm - 25K - Match Info - Similar pages
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