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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-6.01
Section 10A-9A-6.01 Dissociation as a limited partner. (a) A person does not have a right to
dissociate as a limited partner before the dissolution and winding up of the limited partnership.
(b) A person is dissociated from a limited partnership as a limited partner upon the occurrence
of any of the following events: (1) an event stated in the partnership agreement as causing
the person's dissociation as a limited partner; (2) the person is expelled as a limited partner
pursuant to the partnership agreement; (3) the person is expelled as a limited partner by
the unanimous consent of the other partners if: (A) it is unlawful to carry on the limited
partnership's activities and affairs with the person as a limited partner; (B) there has been
a transfer of all of the person's transferable interest in the limited partnership, other
than a transfer for security purposes; (C) the person is an organization and, within 90 days
after the limited partnership notifies the person that it will be...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-6.01.htm - 4K - Match Info - Similar pages
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-9A-4.06
Section 10A-9A-4.06 Management rights of general partner. (a) Each general partner has equal
rights in the management and conduct of the limited partnership's activities and affairs.
Except as expressly provided in this chapter, any matter relating to the activities and affairs
of the limited partnership is decided exclusively by the general partner or, if there is more
than one general partner, by a majority of the general partners. (b) The consent of all of
the partners is necessary to: (1) amend the partnership agreement; (2) amend the certificate
of formation to add or delete a statement that the limited partnership is a limited liability
limited partnership; and (3) sell, lease, exchange, or otherwise dispose of all, or substantially
all, of the limited partnership's property, with or without the good will, other than in the
usual and regular course of the limited partnership's activities and affairs. (c) A limited
partnership shall reimburse a general partner for payments made...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-4.06.htm - 2K - 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...
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10A-5A-2.06
Section 10A-5A-2.06 Certificate of existence or qualification. (a) The Secretary of State,
upon request and payment of the requisite fee, shall furnish to any person a certificate of
existence for a limited liability company if the writings filed in the office of the Secretary
of State show that the limited liability company has been formed under the laws of this state.
A certificate of existence shall reflect only the information on file with the Secretary of
State. A certificate of existence must state: (1) the limited liability company's name; (2)
that the limited liability company was formed under the laws of this state, the date of formation,
and the filing office in which the certificate of formation was filed; (3) whether the limited
liability company has delivered to the Secretary of State for filing a statement of dissolution;
(4) whether the limited liability company has delivered to the Secretary of State for filing
a certificate of reinstatement; (5) the unique identifying...
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10A-9A-6.07
Section 10A-9A-6.07 Liability to other persons of person dissociated as general partner. (a)
A person's dissociation as a general partner does not of itself discharge the person's liability
as a general partner for a debt, obligation, or liability of the limited partnership incurred
before dissociation. Except as otherwise provided in subsections (b) and (c), the person is
not liable for a limited partnership's debts, obligations, or liabilities incurred after dissociation.
(b) A person whose dissociation as a general partner resulted in a dissolution and winding
up of the limited partnership's activities and affairs is liable to the same extent as a general
partner under Section 10A-9A-4.04 on an obligation incurred by the limited partnership under
Section 10A-9A-8.04. (c) A person that has dissociated as a general partner but whose dissociation
did not result in a dissolution and winding up of the limited partnership's activities and
affairs is liable on a transaction entered into by...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-6.07.htm - 2K - Match Info - Similar pages
10A-5A-11.07
Section 10A-5A-11.07 Effect of person's dissociation as a member. (a) A person who has dissociated
as a member associated with a series shall have no right to participate in the direction and
oversight of the activities and affairs of that series and is entitled only to receive the
distributions to which that member would have been entitled if the member had not dissociated
from that series. (b) A person's dissociation as a member associated with a series does not
of itself discharge the person from any debt, obligation, or liability to that series, the
limited liability company, or the other members that the person incurred while a member associated
with that series. (c) A member's dissociation from a series does not, in itself, cause the
member to dissociate from any other series or require the winding up of the series. (d) A
member's dissociation from a series does not, in itself, cause the member to dissociate from
the limited liability company. (Act 2014-144, p. 265, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.07.htm - 1K - Match Info - Similar pages
10A-2-14.05
Section 10A-2-14.05 Effect of dissolution. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A dissolved corporation
continues its corporate existence but may not carry on any business except that appropriate
to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2)
Disposing of its properties that will not be distributed in kind to its shareholders; (3)
Discharging or making provision for discharging its liabilities; (4) Distributing its remaining
property among its shareholders according to their interests; and (5) Doing every other act
necessary to wind up and liquidate its business and affairs. (b) Dissolution of a corporation
does not: (1) Alter the limited liability status of its subscribers and shareholders under
Section 10A-2-6.22, except as provided in Section 10A-1-9.22(d)(2) with respect to assets
distributed to a shareholder in liquidation; (2) Transfer title to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-14.05.htm - 2K - 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...
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