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10A-8A-1.06
Section 10A-8A-1.06 Governing law. (a) Except as otherwise provided in subsections (b),
(c), and (d) of this section, the law of the jurisdiction in which the partnership
has its principal office governs the partnership agreement and the relations among the partners
and between the partners and the partnership. (b) The law of this state governs the (i) internal
affairs of a limited liability partnership, including the relations among the partners and
between the partners and the partnership, (ii) the liability of a partner as a partner for
the debts, obligations, or other liabilities of a limited liability partnership, and (iii)
the authority of the partners of a limited liability partnership. (c) The law of the jurisdiction
in which a foreign limited liability partnership has filed its statement of limited liability
partnership or similar writing governs the (i) internal affairs of that foreign limited liability
partnership, including the relations among the partners and between the...
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11-47-216
Section 11-47-216 Certificate of incorporation of authorities - Form; execution and
acknowledgment; filing with probate judge; recordation by probate judge; amendment. (a) Within
40 days following the adoption of the most recent authorizing resolution, the applicants shall
proceed to incorporate an authority by filing for record in the office of the judge of probate
of the county in which the principal office of the authority is to be located a certificate
of incorporation which shall comply in form and substance with the requirements of this article
and which shall be in the form and executed in the manner provided in this article and shall
also be in the form theretofore approved by the governing body of each authorizing subdivision.
(b) The certificate of incorporation of the authority shall be signed and acknowledged by
the incorporators before an officer authorized by the laws of the state to take acknowledgment
to deeds. When the certificate of incorporation is filed for...
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11-49A-5
Section 11-49A-5 Certificate of incorporation - Filing; contents; signing and acknowledging;
additional documents; notice to Secretary of State. Within 40 days following the adoption
of an authorizing resolution by the governing body the applicants shall proceed to incorporate
an authority by filing for record in the office of the judge of probate of the county in which
the municipality is located, a certificate of incorporation which shall comply in form and
substance with the requirements of this section and which shall be in the form and
executed in the manner herein provided. The certificate of incorporation of the authority
shall state: (1) The names of the persons forming the authority, and that each of them is
a duly qualified elector of the authorizing municipality; (2) The name of the authority (which
shall be "_____ Transit Authority", with the insertion of the name of the authorizing
municipality); (3) The period for the duration of the authority (if the duration is to be...
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37-6-18
Section 37-6-18 Dissolution. (a) A cooperative which has not commenced business may
dissolve voluntarily by delivering to the Secretary of State articles of dissolution, executed
and acknowledged on behalf of the cooperative by a majority of the incorporators, which shall
state: (1) The name of the cooperative; (2) The address of its principal office; (3) The date
of its incorporation; (4) That the cooperative has not commenced business; (5) That the amount,
if any, actually paid in on account of membership fees, less any part thereof disbursed for
necessary expenses, has been returned to those entitled thereto and that all easements shall
have been released to the grantors; (6) That no debt of the cooperative remains unpaid; and
(7) That a majority of the incorporators elect that the cooperative be dissolved. Such articles
of dissolution shall be submitted to the Secretary of State for filing as provided in this
chapter. (b) A cooperative which has commenced business may dissolve...
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10A-9A-10.04
Section 10A-9A-10.04 Filings required for conversion; effective date. THIS SECTION
WAS AMENDED BY ACT 2019-94 IN THE 2019 REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS
NOT IN THE CURRENT CODE SUPPLEMENT. (a) After a plan of conversion is approved: (1) if the
converting organization is an organization formed under, or its internal affairs are governed
by, the laws of this state, the converting organization shall file a statement of conversion
in accordance with subsection (c), which statement of conversion must be signed in accordance
with Section 10A-9A-2.03(a) and which must include: (A) the name, type of organization,
and mailing address of the principal office of the converting organization, and its unique
identifying number or other designation as assigned by the Secretary of State, if any, before
conversion; (B) the date of the filing of the certificate of formation of the converting organization,
if any, and all prior amendments and the filing office or offices, if any,...
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11-99B-4
Section 11-99B-4 Filing of certificate of incorporation and copies of resolutions of
governing bodies with judge of probate; contents and execution of certificate of incorporation;
notification of Secretary of State of recordation of certificate of incorporation by judge
of probate. (a) Following the adoption of an authorizing resolution by that governing body
that was the last to adopt an authorizing resolution, but if and only if each other governing
body with whom such application was filed has theretofore adopted an authorizing resolution,
the applicants shall proceed to incorporate a district by filing for record in the office
of the judge of probate of the county in which the principal office of the district is to
be located, as specified in the certificate of incorporation provided for in this section,
a certificate of incorporation which shall comply with the requirements of this section
and which shall be in the form and executed in the manner provided in this section.
(b) The...
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22-21-134
Section 22-21-134 Incorporation - Certificate of incorporation - Filing. The certificate
of incorporation, having attached thereto: (1) A certified copy of the resolution provided
for in Section 22-21-133; and (2) A certificate by the Secretary of State of the state
that the name proposed for the authority is not identical with that of any other corporation
in the state, or so nearly similar thereto as to lead to confusion and uncertainty, shall
be filed in the office of the judge of probate of any county in which any portion of the municipality
is located, who shall forthwith receive and record the same. When such certificate of incorporation
and attached documents have been so filed, the authority referred to therein shall come into
existence and shall constitute a public corporation and a political subdivision of the state
under the name set forth in such certificate of incorporation, whereupon the authority shall
be vested with the rights and powers granted in this article. (Acts...
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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-5A-10.08
Section 10A-5A-10.08 Effect of merger. (a) When a merger becomes effective: (1) the
surviving organization continues or, in the case of a surviving organization created pursuant
to the merger, comes into existence; (2) each constituent organization that merges into the
surviving organization ceases to exist as a separate entity; (3) except as provided in the
plan of merger, all property owned by, and every contract right possessed by, each constituent
organization, or series thereof, that ceases to exist vests in the surviving organization
without transfer, reversion, or impairment and the title to any property and contract rights
vested by deed or otherwise in the surviving organization shall not revert, be in any way
impaired, or be deemed to be a transfer by reason of the merger; (4) all debts, obligations,
and other liabilities of each constituent organization, or series thereof, other than the
surviving organization, are debts, obligations, and other liabilities of the surviving...
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10A-8A-8.02
Section 10A-8A-8.02 Effect of dissolution. Notwithstanding Section 10A-1-9.12:
(a) A dissolved partnership continues its existence as a partnership but may not carry on
any business or not for profit activity except as is appropriate to wind up and liquidate
its business or not for profit activity, 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-8A-8.09; and (5) doing every other
act necessary to wind up and liquidate its business or not for profit activity. (b) In winding
up its business or not for profit activity, a partnership may: (1) deliver to the Secretary
of State for filing a statement of dissolution setting forth: (A) The name of the partnership;
(B) If the partnership has filed a statement of partnership, a statement of not for profit...
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