10A-5A-9.07
Section 10A-5A-9.07 Discontinuance or settlement. A derivative action may not be dismissed
or compromised without the approval of the court, and notice of the proposed dismissal or
compromise shall be given to members of the limited liability company or the members associated
with the series of the limited liability company, as the case may be, in such manner as the
court directs. (Act 2014-144, p. 265, §1.)...
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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 REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144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-9A-9.07
Section 10A-9A-9.07 Discontinuance or settlement. A derivative action may not be dismissed
or compromised without the approval of the court, and notice of the proposed dismissal or
compromise shall be given to partners of the limited partnership in such manner as the court
directs. (Act 2016-379, §1.)...
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10A-5A-9.08
Section 10A-5A-9.08 Proceeds and expenses. (a) Except as otherwise provided in subsection (b):
(1) any proceeds or other benefits of a derivative action, whether by judgment, compromise,
or settlement, belong to the limited liability company or series thereof, as the case may
be, and not to the derivative plaintiff; and (2) if the derivative plaintiff receives any
proceeds, the derivative plaintiff shall immediately remit them to the limited liability company
or series thereof, as the case may be. (b) If a derivative action is successful in whole or
in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's
fees, from the recovery of the limited liability company or the series thereof, as the case
may be. (Act 2014-144, p. 265, §1.)...
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10A-2A-7.46
Section 10A-2A-7.46 Discontinuance or settlement. A derivative action may not be dismissed
or compromised without the approval of the court, and notice of the proposed dismissal or
compromise shall be given to stockholders of the corporation in such manner as the court directs.
(Act 2019-94, §1.)...
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40-2B-2
Section 40-2B-2 Alabama Tax Tribunal. (a) Statement of Purpose. To increase public confidence
in the fairness of the state tax system, the state shall provide an independent agency with
tax expertise to resolve disputes between the Department of Revenue and taxpayers, prior to
requiring the payment of the amounts in issue or the posting of a bond, but after the taxpayer
has had a full opportunity to attempt settlement with the Department of Revenue based, among
other things, on the hazards of litigation. By establishing an independent Alabama Tax Tribunal
within the executive branch of government, this chapter provides taxpayers with a means of
resolving controversies that insures both the appearance and the reality of due process and
fundamental fairness. The tax tribunal shall provide hearings in all tax matters, except those
specified by statute, and render decisions and orders relating thereto. A tax tribunal hearing
shall be commenced by the filing of a notice of appeal protesting...
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40-27-1
Section 40-27-1 Compact adopted; terms. The following Multistate Tax Compact is hereby approved,
adopted and enacted into law by the State of Alabama: Multistate Tax Compact Article I. Purposes.
The purposes of this compact are to: 1. Facilitate proper determination of state and local
tax liability of multistate taxpayers, including the equitable apportionment of tax bases
and settlement of apportionment disputes. 2. Promote uniformity or compatibility in significant
components of tax systems. 3. Facilitate taxpayer convenience and compliance in the filing
of tax returns and in other phases of tax administration. 4. Avoid duplicative taxation. Article
II. Definitions. As used in this compact: 1. "State" means a state of the United
States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or possession
of the United States. 2. "Subdivision" means any governmental unit or special district
of a state. 3. "Taxpayer" means any corporation, partnership, firm,...
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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...
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10A-9A-9.08
Section 10A-9A-9.08 Proceeds and expenses. (a) Except as otherwise provided in subsection (b):
(1) any proceeds or other benefits of a derivative action, whether by judgment, compromise,
or settlement, belong to the limited partnership and not to the derivative plaintiff; and
(2) if the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately
remit them to the limited partnership. (b) If a derivative action is successful in whole or
in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's
fees, from the recovery of the limited partnership. (Act 2016-379, §1.)...
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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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