|
10A-5A-1.02
Section 10A-5A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter,
unless the context otherwise requires, the following terms mean: (a) "Certificate of
formation," with respect to a limited liability company, means the certificate provided
for by Section 10A-5A-2.01, and the certificate as amended or restated. (b) "Constituent
limited liability company" means a constituent organization that is a limited liability
company. (c) "Constituent organization" means an organization that is party to a
merger under Article 10. (d) "Converted organization" means the organization into
which a converting organization converts pursuant to Article 10. (e) "Converting limited
liability company" means a converting organization that is a limited liability company.
(f) "Converting organization" means an organization that converts into another organization
pursuant to Article 10. (g) "Disqualified person" means any person who is not a
qualified person. (h) "Distribution" except...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-1.02.htm - 5K - Match Info - Similar pages
10A-5-5.02
Section 10A-5-5.02 Liability for contributions. REPEALED IN THE 2014 REGULAR SESSION BY ACT
2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in the certificate of formation,
a member is obligated to the limited liability company to perform any promise to pay cash
or convey property or to render services, even if the member is unable to perform because
of death, disability, or any other reason. A member who does not perform such a promise is
obligated at the option of the limited liability company to pay cash equal to the amount or
value of the portion of the contribution that has not been paid, conveyed, or rendered. (b)
The operating agreement may provide that the interest of any member who fails to make any
contribution that the member is obligated to make, or who fails to pay any agreed assessment
that the member is obligated to make, shall be subject to a reasonable penalty for such failure.
The penalty may take the form of reducing the defaulting member's proportionate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-5.02.htm - 2K - Match Info - Similar pages
10A-5A-4.07
Section 10A-5A-4.07 Direction and oversight of the limited liability company. (a) The limited
liability company agreement of a limited liability company may provide that the activities
and affairs of the limited liability company shall be under the direction, and subject to
the oversight, of: (1) its members; (2) one or more managers; or (3) such other governance
structure as provided in the limited liability company agreement. The limited liability company
agreement of a limited liability company may provide that the activities and affairs of a
series shall be under the direction, and subject to the oversight, of: (1) the members associated
with that series; (2) one or more managers; or (3) such other governance structure as provided
in the limited liability company agreement. (b) If the limited liability company agreement
does not specify who shall direct and oversee the activities and affairs of the limited liability
company or a series thereof: (1)(A) The activities and affairs of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-4.07.htm - 3K - Match Info - Similar pages
10A-9A-5.02
Section 10A-9A-5.02 Liability for contribution. (a) A partner's obligation to make a contribution
to a limited partnership is not excused by the partner's death, disability, or other inability
to perform personally. (b) If a partner does not make a contribution required by an enforceable
promise, the partner or the partner's estate is obligated, at the election of the limited
partnership, to contribute money equal to the value of the portion of the contribution that
has not been made. The foregoing election shall be in addition to, and not in lieu of, any
other rights, including the right to specific performance, that the limited partnership may
have under the partnership agreement or applicable law. (c) The obligation of a partner to
make a contribution to a limited partnership may be compromised only by consent of all partners.
A conditional obligation of a partner to make a contribution to a limited partnership may
not be enforced unless the conditions of the obligation have been...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-5.02.htm - 1K - Match Info - Similar pages
10A-5A-10.04
Section 10A-5A-10.04 Effect of conversion. (a) When a conversion takes effect: (1) all property
and contract rights owned by the converting organization, or series thereof, remains vested
in the converted organization without transfer, reversion, or impairment and the title to
any property vested by deed or otherwise in the converting organization shall not revert or
be in any way impaired by reason of the conversion; (2) all debts, obligations, or other liabilities
of the converting organization, or series thereof, continue as debts, obligations, or other
liabilities of the converted organization and neither the rights of creditors, nor the liens
upon the property of the converting organization shall be impaired by the conversion; (3)
an action or proceeding pending by or against the converting organization, or series thereof,
continues as if the conversion had not occurred and the name of the converted entity may,
but need not, be substituted for the name of the converting entity in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.04.htm - 4K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.08.htm - 5K - Match Info - Similar pages
10A-8A-4.04
Section 10A-8A-4.04 Liability for contribution. (a) A partner's obligation to make a contribution
to a partnership is not excused by the partner's death, disability, or other inability to
perform personally. (b) If a partner does not make a contribution required by an enforceable
promise, the partner or the partner's estate is obligated, at the election of the partnership,
to contribute money equal to the value of the portion of the contribution that has not been
made. The foregoing election shall be in addition to, and not in lieu of, any other rights,
including the right to specific performance, that the partnership may have under the partnership
agreement or applicable law. (c) The obligation of a partner to make a contribution to a partnership
may be compromised only by consent of all partners. A conditional obligation of a partner
to make a contribution to a partnership may not be enforced unless the conditions of the obligation
have been satisfied or waived as to or by that...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-4.04.htm - 1K - Match Info - Similar pages
27-31B-2
Section 27-31B-2 Definitions. As used in this chapter, the following terms shall have the following
meanings, unless the context clearly indicates otherwise: (1) AFFILIATED COMPANY. Any company
in the same corporate system as a parent, an industrial insured, or a member organization
by virtue of common ownership, control, operation, or management. (2) ALIEN CAPTIVE INSURANCE
COMPANY. Any insurance company formed to write insurance business for its parents and affiliates
and licensed pursuant to the laws of an alien jurisdiction which imposes statutory or regulatory
standards in a form acceptable to the commissioner on companies transacting the business of
insurance in that jurisdiction. (3) ASSOCIATION. Any legal association of individuals, corporations,
limited liability companies, partnerships, associations, or other entities whereby either
of the following exists: a. The member organizations of which, or the association itself,
whether or not in conjunction with some or all of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-31B-2.htm - 10K - Match Info - Similar pages
40-14A-1
Section 40-14A-1 Definitions. For purposes of this chapter, the following terms shall mean:
(a) ALABAMA S CORPORATION. An S corporation defined under Section 40-18-160. (b) C CORPORATION.
A corporation other than an Alabama S corporation. (c) CODE. The Internal Revenue Code of
1986, as amended from time to time. (d) CORPORATION. An entity, including a limited liability
company electing to be taxed as a corporation for federal income tax purposes, through which
business can be conducted while offering limited liability to the owners of the entity with
respect to some or all of the obligations of the entity, other than a limited liability entity
or a disregarded entity. The term "corporation" shall include but not be limited
to the following: Corporations, professional corporations, joint stock companies, unincorporated
professional associations, real estate investment trusts, limited liability companies electing
to be taxed as corporations for federal income tax purposes, and all...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-14A-1.htm - 7K - Match Info - Similar pages
10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.01.htm - 18K - Match Info - Similar pages
|