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10A-5A-4.06
Section 10A-5A-4.06 Limitation on distributions and liability for improper distributions.
(a)(1) A limited liability company shall not make a distribution to a member to the extent
that at the time of the distribution, after giving effect to the distribution, all liabilities
of the limited liability company, other than liabilities to members on account of their transferable
interests and liabilities for which the recourse of creditors is limited to specific property
of the limited liability company, exceed the fair value of the assets of the limited liability
company, except that the fair value of the property that is subject to a liability for which
recourse of creditors is limited shall be included in the assets of the limited liability
company only to the extent that the fair value of the property exceeds that liability. (2)
A member who receives a distribution in violation of subsection (a)(1) or the limited liability
company agreement, and who knew at the time of the distribution...
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10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03,
as used in this chapter, unless otherwise specified or unless the context otherwise requires,
the following terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all
classes and series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL
STOCKHOLDER means a person who owns the beneficial interest in stock, which is either a record
stockholder or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any
other documents permitted or required to be delivered for filing by a corporation with the
Secretary of State under this chapter or Chapter 1 that modify, amend, supplement, restate,
or replace the certificate of incorporation. After an amendment of the certificate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.40.htm - 13K - Match Info - Similar pages
10A-5A-11.01
Section 10A-5A-11.01 Series of assets. (a) If a limited liability company complies with
Section 10A-5A-11.02, a limited liability company agreement may establish or provide
for the establishment of one or more designated series of assets that: (1) has separate rights,
powers, or duties with respect to specified property or obligations of the limited liability
company or profits and losses associated with specified property or obligations; or (2) has
a separate purpose or investment objective. (b) A series established in accordance with subsection
(a) may carry on any activity, whether or not for profit. (c) After a person is admitted as
a member of a limited liability company in accordance with Section 10A-5A-4.01, a member
is associated with a series of the limited liability company: (1) as provided in the limited
liability agreement; (2) as the result of a transaction effective under Article 10; or (3)
with the consent of all members associated with that series. (Act 2014-144, p....
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8-20-4
Section 8-20-4 Unfair and deceptive trade practices. Notwithstanding the terms, provisions,
or conditions of any dealer agreement or franchise or the terms or provisions of any waiver,
prior to the termination, cancellation, or nonrenewal of any dealer agreement or franchise,
the following acts or conduct shall constitute unfair and deceptive trade practices: (1) For
any manufacturer, factory branch, factory representative, distributor, or wholesaler, distributor
branch, or distributor representative to coerce or attempt to coerce any motor vehicle dealer
to do any of the following: a. To accept, buy, or order any motor vehicle or vehicles, appliances,
equipment, parts, or accessories therefor, or any other commodity or commodities or service
or services which such motor vehicle dealer has not voluntarily ordered or requested except
items required by applicable local, state, or federal law; or to require a motor vehicle dealer
to accept, buy, order, or purchase such items in order to...
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10A-5A-4.05
Section 10A-5A-4.05 Sharing of and right to distributions before dissolution. (a) (1)
All members shall share equally in any distributions made by a limited liability company before
its dissolution and winding up. (2) A member has a right to a distribution before the dissolution
and winding up of a limited liability company as provided in the limited liability company
agreement. A decision to make a distribution before the dissolution and winding up of the
limited liability company is a decision in the ordinary course of activities and affairs of
the limited liability company. A member's dissociation does not entitle the dissociated member
to a distribution. (3) A member does not have a right to demand and receive a distribution
from a limited liability company in any form other than money. Except as otherwise provided
in Section 10A-5A-7.06(c), a limited liability company may distribute an asset in kind
if each member receives a percentage of the asset in proportion to the member's...
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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-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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-4.08.htm - 6K - Match Info - Similar pages
10A-8A-4.09
Section 10A-8A-4.09 Limitations of distribution and liability for improper distributions.
(a) A limited liability partnership shall not make a distribution to a partner to the extent
that at the time of the distribution, after giving effect to the distribution, all liabilities
of the limited liability partnership, other than liabilities to partners on account of their
transferable interests and liabilities for which the recourse of creditors is limited to specific
property of the limited liability partnership, exceed the fair value of the assets of the
limited liability partnership, except that the fair value of the property that is subject
to a liability for which recourse of creditors is limited shall be included in the assets
of the limited liability partnership only to the extent that the fair value of the property
exceeds that liability. (b) A partner who consents to a distribution in violation of subsection
(a) or the partnership agreement, and who knew at the time of the...
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10A-9A-5.08
Section 10A-9A-5.08 Limitations on distribution and liability for improper distributions.
(a) A limited partnership shall not make a distribution to a partner to the extent that at
the time of the distribution, after giving effect to the distribution, all liabilities of
the limited partnership, other than liabilities to partners on account of their transferable
interests and liabilities for which the recourse of creditors is limited to specific property
of the limited partnership, exceed the fair value of the assets of the limited partnership,
except that the fair value of the property that is subject to a liability for which recourse
of creditors is limited shall be included in the assets of the limited liability partnership
only to the extent that the fair value of the property exceeds that liability. (b) A general
partner who consents to a distribution in violation of subsection (a) or the partnership agreement,
and who knew at the time of the distribution that the distribution...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-5.08.htm - 2K - Match Info - Similar pages
10A-5-5.04
Section 10A-5-5.04 Interim distributions of property; impairment of capital. REPEALED
IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided
in this section or in the operating agreement, members are entitled to receive distributions
from the limited liability company in proportion to their respective rights to share in profits
under Section 10A-5-5.03. (b) Subsection (a) shall not apply to any of the following:
(1) Distributions on dissolution. (2) Distributions governed by a contrary provision in the
operating agreement. (c) No distribution may be made unless, after the distribution is made,
the assets of the limited liability company are sufficient to pay all liabilities of the limited
liability company except liabilities to members on account of their contributions. (d) Unless
otherwise provided in the operating agreement, a member has no right to receive and may not
be required to accept a distribution in kind. (Acts 1993, No. 93-724, p....
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