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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-5-7.03
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 REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE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-5A-7.08
Section 10A-5A-7.08 Certificate of reinstatement. (a) In order to reinstate a limited liability
company under this article, a certificate of reinstatement shall be delivered for filing to
the Secretary of State which certificate of reinstatement shall have attached thereto a true
and complete copy of the limited liability company's certificate of formation. The certificate
of reinstatement shall state: (1) the name of the limited liability company before reinstatement;
(2) the name of the limited liability company following reinstatement, which limited liability
company name shall comply with Section 10A-5A-7.09; (3) the date of formation of the limited
liability company; (4) the date of dissolution of the limited liability company, if known;
(5) a statement that all applicable conditions of Section 10A-5A-7.07 have been satisfied;
(6) the address of the registered office and the name of the registered agent at that address
in compliance with Article 5 of Chapter 1; and (7) The unique...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-7.08.htm - 1K - Match Info - Similar pages
10A-9A-8.05
Section 10A-9A-8.05 Liability after dissolution of general partner and person dissociated as
general partner to limited partnership, other general partners, and persons dissociated as
general partner. (a) If a general partner having knowledge of the dissolution causes a limited
partnership to incur an obligation under Section 10A-9A-8.04(a) by an act that is not appropriate
for winding up the partnership's activities and affairs, the general partner is liable: (1)
to the limited partnership for any damage caused to the limited partnership arising from the
obligation; and (2) if another general partner or a person dissociated as a general partner
is liable for the obligation, to that other general partner or person for any damage caused
to that other general partner or person arising from the liability. (b) If a person dissociated
as a general partner causes a limited partnership to incur an obligation under Section 10A-9A-8.04(b),
the person is liable: (1) to the limited partnership...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-8.05.htm - 1K - 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, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-6.03.htm - 937 bytes - Match Info - Similar pages
10A-9A-8.03
Section 10A-9A-8.03 Right to wind up activities and affairs. (a) If a dissolved limited partnership
has a general partner or general partners that have not dissociated, that general partner
or those general partners shall wind up the activities and affairs of the limited partnership
and shall have the powers set forth in Section 10A-9A-8.04. (b) If a dissolved limited partnership
does not have a general partner, a person or persons to wind up the dissolved limited partnership's
activities and affairs may be appointed by the consent of a majority of the limited partners.
(c) The designated court, and if none, the circuit court for the county in which the limited
partnership's principal office within this state is located, and if the limited partnership
does not have a principal office within this state then the circuit court for the county in
which the limited partnership's most recent registered office is located, may order judicial
supervision of the winding up of a dissolved limited...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-8.03.htm - 3K - Match Info - Similar pages
10A-5A-11.10
Section 10A-5A-11.10 Effect of dissolution of series. Notwithstanding Section 10A-1-9.12: (a)
A dissolved series continues its existence as a series but may not carry on any activities
and affairs except as is appropriate to wind up and liquidate its activities and affairs,
including: (1) collecting the assets of the series; (2) disposing of the properties of the
series that will not be distributed in kind to persons owning transferable interests; (3)
discharging or making provisions for discharging the liabilities of the series; (4) distributing
the remaining property of the series in accordance with Section 10A-5A-11.14; and (5) doing
every other act necessary to wind up and liquidate the series' activities and affairs. (b)
In winding up a series' activities and affairs, a series may: (1) preserve the series' activities
and affairs and property as a going concern for a reasonable time; (2) prosecute, defend,
or settle actions or proceedings whether civil, criminal, or administrative;...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.10.htm - 1K - Match Info - Similar pages
10A-9A-8.13
Section 10A-9A-8.13 Effect of reinstatement. (a) Subject to subsection (b), upon reinstatement,
the limited partnership shall be deemed for all purposes to have continued its activities
and affairs as if dissolution had never occurred; and each right inuring to, and each debt,
obligation, and liability incurred by, the limited partnership after the dissolution shall
be determined as if the dissolution had never occurred. (b) The rights of persons acting in
reliance on the dissolution before those persons had notice of the reinstatement shall not
be adversely affected by the reinstatement. (Act 2016-379, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-8.13.htm - 936 bytes - Match Info - Similar pages
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-5-1.02
Section 10A-5-1.02 Definitions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. As used in this chapter, unless the context otherwise requires, the following
terms mean: (1) ARTICLES OF ORGANIZATION. The filing instrument provided for by Section 10A-5-2.01,
or, if it has been amended or restated, as most recently amended or restated. In the case
of a foreign limited liability company, the term includes all documents serving a similar
function that are required to be filed to form the limited liability company in the state
or other jurisdiction where it is organized. The term articles of organization as used in
this chapter is synonymous with the term certificate of formation as defined in Section 10A-1-1.03(6).
In this chapter, the use of the term certificate of formation shall be deemed to include articles
of organization, and vice-versa. Together with the operating agreement, the articles of organization
or certificate of formation of a limited...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-1.02.htm - 3K - Match Info - Similar pages
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