10A-5A-1.05
Section 10A-5A-1.05 Governing law. (a) The law of this state governs: (1) the organization
and internal affairs of a limited liability company, or series thereof; (2) the liability
of a member as a member for the debts, obligations, or other liabilities of a limited liability
company, or series thereof; (3) the authority of the members and agents of a limited liability
company, or series thereof; and (4) the availability and liability of the assets of a series
or the limited liability company for the obligations of another series or the limited liability
company. (b) The law of the state or other jurisdiction under which a foreign limited liability
company is formed governs: (1) the organization and internal affairs of a foreign limited
liability company, or series thereof; (2) the liability of a member as a member for the debts,
obligations, or other liabilities of a foreign limited liability company, or series thereof;
(3) the authority of the members and agents of a foreign limited...
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10A-5A-4.08
Section 10A-5A-4.08 Duties of persons with direction and oversight. (a)(1) The duties
a person who has the authority to direct and oversee the activities and affairs of a limited
liability company owes to the limited liability company and to the members of the limited
liability company include the duty of loyalty and the duty of care as described in subsections
(b) and (d)(1). (2) The duties a person who has the authority to direct and oversee the activities
and affairs of a series of a limited liability company owes to that series and the members
associated with that series include the duty of loyalty and the duty of care as described
in subsections (c) and (d)(2). (b) The duty of loyalty of a person described in subsection
(a)(1) to a limited liability company and its members includes each of the following: (1)
To account to the limited liability company and to hold as trustee for it any property, profit,
or benefit derived by that person in the conduct or winding up of the limited...
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10A-5-5.01
Section 10A-5-5.01 Contribution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. The contributions of a member to the limited liability company
may be in cash, property, services previously rendered, or a promissory note or other binding
obligation to pay cash, convey property, or to render services. (Acts 1993, No. 93-724, p.
1425, §26; §10-12-26; amended and renumbered by Act 2009-513, p. 967, §232.)...
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10A-5-4.04
Section 10A-5-4.04 Derivative actions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) A member may bring an action in the right of a limited liability
company to recover a judgment in its favor if the members or managers with authority to do
so have refused to bring the action or if an effort to cause those members or managers to
bring the action is not likely to succeed. (b) In a derivative action, the plaintiff shall
be a member (1) at the time of bringing the action or have succeeded to the right of a member
by operation of law or pursuant to the terms of the operating agreement from a person who
was a member and (2) at the time of the transaction of which he or she complains. (c) In a
derivative action, the complaint shall set forth with particularity the effort of the plaintiff
to secure initiation of the action by the members or managers with authority to do so, or
the reasons for not making the effort. (d) If a derivative action is...
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10A-5A-7.03
Section 10A-5A-7.03 Right to wind up activities and affairs. (a) The person or persons
designated in the limited liability company agreement to wind up the activities and affairs
of the dissolved limited liability company shall wind up the activities and affairs of the
limited liability company in accordance with Section 10A-5A-7.02. If no person or persons
are designated in the limited liability company agreement to wind up the activities and affairs
of the dissolved limited liability company, then the remaining members of the dissolved limited
liability company shall wind up the activities and affairs of the limited liability company
in accordance with Section 10A-5A-7.02. If no person or persons are designated in the
limited liability company agreement to wind up the activities and affairs of the dissolved
limited liability company and there are no remaining members of the dissolved limited liability
company, then all of the holders of the transferable interests of the limited...
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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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10A-5-9.02
Section 10A-5-9.02 Requirements for articles of merger; effective date. REPEALED IN
THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) If a domestic limited
liability company is merging under this chapter, the domestic limited liability company or
other business entity surviving or resulting from the merger shall file articles of merger
in the Office of the Secretary of State. If a domestic limited liability company is filing
the articles of merger, the articles of merger shall be signed by at least one member of the
domestic limited liability company, and if another business entity is filing the articles
of merger, the articles of merger shall be signed by a person authorized by the other business
entity. The articles of merger shall state all of the following: (1) The name, jurisdiction,
and date of formation or organization of each of the domestic limited liability companies
or other business entities that are to merge. (2) That an agreement of merger has been...

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25-5-50
Section 25-5-50 Applicability; exemptions; coverage for school boards, volunteer fire
departments, and rescue squads; sports officials. (a) This article and Article 2 of this chapter
shall not be construed or held to apply to an employer of a domestic employee; an employer
of a farm laborer; an employer of a person whose employment at the time of the injury is casual
and not in the usual course of the trade, business, profession, or occupation of the employer;
an employer who regularly employs less than five employees in any one business, other than
the business of constructing or assisting on-site in the construction of new single-family,
detached residential dwellings; or a municipality having a population of less than 2,000 according
to the most recent federal decennial census. An employer who regularly employs less than five
employees in any one business; a farm-labor employer; an employer of a domestic employee;
or a municipality having a population of less than 2,000 according to...
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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...
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10A-4-5.02
Section 10A-4-5.02 Admission of foreign professional corporations. (a) A foreign professional
corporation shall be entitled to register under Article 7 of Chapter 1 for authority to render
professional services in Alabama only if: (1) A professional corporation incorporated under
this chapter would be allowed to register or procure a certificate of authority or equivalent
authorization to render professional services in the state under whose laws the foreign professional
corporation is organized; (2) The foreign professional corporation meets the requirements
of Section 10A-4-2.01; (3) The foreign professional corporation designates the Alabama
licensed individual or individuals through whom it will render professional services in Alabama
and the individual or individuals are not, at time of the designation, so designated by any
other foreign professional corporation; (4) The name of the foreign professional corporation
meets the requirements of Section 10A-1-5.08, provided that the...
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