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-7.02
Section 10A-5A-7.02 Effect of dissolution. Notwithstanding Section 10A-1-9.12:
(a) A dissolved limited liability company continues its existence as a limited liability company
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 its assets; (2) disposing of its properties
that will not be distributed in kind to persons owning transferable interests; (3) discharging
or making provisions for discharging its liabilities; (4) distributing its remaining property
in accordance with Section 10A-5A-7.06; and (5) doing every other act necessary to
wind up and liquidate its activities and affairs. (b) In winding up its activities and affairs,
a limited liability company may: (1) deliver for filing a statement of dissolution to the
Secretary of State setting forth: (A) The name of the limited liability company. (B) The unique
identifying number or other designation as assigned by the Secretary of...
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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 REPEALED IN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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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...
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10A-5-2.03
Section 10A-5-2.03 Amendment of certificate of formation. REPEALED IN THE 2014 REGULAR
SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) The certificate of formation may be
amended by delivering the amendment to the judge of probate in whose office the certificate
of formation is filed. The amendment shall set forth: (1) The name of the limited liability
company. (2) The date of filing of the certificate of formation. (3) The amendment(s). (b)
Within 30 days after the happening of any of the following events, an amendment to the certificate
of formation shall be filed to reflect the occurrence of such event or events: (1) There is
a change in the name of the limited liability company. (2) There is a false or erroneous statement
in the certificate of formation. (3) There is a change in the period of duration of the limited
liability company stated in the certificate of formation. (4) The members desire to make a
change in any other statement in the certificate of formation to...
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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...
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10A-8A-3.03
Section 10A-8A-3.03 Statement of authority. (a) A partnership may deliver to the Secretary
of State for filing a statement of authority, which: (1) must include the name of the partnership
and: (A) if the partnership has not filed a statement of partnership, a statement of not for
profit partnership, or a statement of limited liability partnership, (i) the street and mailing
addresses of its principal office and (ii) if the Secretary of State has assigned a unique
identifying number or other designation to the partnership, that number or designation; or
(B) if the partnership has filed a statement of partnership, a statement of not for profit
partnership, or a statement of limited liability partnership, (i) the street address and mailing
address of its principal office, (ii) the name, street address, and mailing address of its
registered agent, and (iii) the unique identifying number or other designation assigned to
the partnership by the Secretary of State. (2) with respect to any...
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40-14A-27
Section 40-14A-27 Dissolution, etc., of corporations or limited liability entities.
Whenever a corporation or a limited liability entity organized under the laws of this state
is dissolved, terminated, liquidated, or otherwise wound-up, by an agreement or notice of
the stockholders or owners of the limited liability entity filed in the office of the judge
of probate of the county wherein the corporation or limited liability entity was organized,
the judge of probate shall at once give notice to the department and Secretary of State of
the dissolution event, with the name of the taxpayer and the date of dissolution, termination,
liquidation, or other winding-up. When a dissolution of a corporation or limited liability
entity organized under the laws of this state takes place by judgment of a court, upon the
filing of a complaint under the laws of this state by the creditors, stockholders, the owners
of the limited liability entity, or others, the clerk of the court shall at once notify...

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10A-8A-10.01
Section 10A-8A-10.01 Limited liability partnerships; statements; cancellations. (a)
A partnership may be formed as, or may become, a limited liability partnership pursuant to
this section. (b) In order to form a limited liability partnership, the original partnership
agreement of the partnership shall state that the partnership is formed as a limited liability
partnership, and the partnership shall deliver to the Secretary of State for filing a statement
of limited liability partnership in accordance with subsection (d) of this section.
(c) In order for an existing partnership to become a limited liability partnership, the terms
and conditions on which the partnership becomes a limited liability partnership must be approved
by the affirmative approval necessary to amend the partnership agreement and, in the case
of a partnership agreement that expressly considers obligations to contribute to the partnership,
also the affirmative approval necessary to amend those provisions, and after...
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27-31B-8
Section 27-31B-8 Formation of captive insurance companies in this state. (a) A pure
captive insurance company or a protected cell captive insurance company shall be formed as
a stock or mutual insurer, or as a nonprofit or limited liability company with its capital
divided into units and held by the stockholders, members, or other equivalent as allowed by
law. (b) An association captive insurance company, an industrial insured captive insurance
company, or a risk retention group may be formed in any of the following ways: (1) Organized
as a stock insurer with its capital divided into share units and held by the stockholders,
members, or other equivalent as allowed by law. (2) Organized as a mutual insurer without
capital stock, the governing body of which is elected by the member organizations of its association.
(3) Organized as a reciprocal insurer in accordance with Chapter 31 of this title. (4) Organized
as a manager-managed limited liability company. (c) A captive insurance...
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