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10A-8-3.02
Section 10A-8-3.02 Transfer of partnership property. REPEALED IN THE 2018 REGULAR SESSION BY
ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (Acts
1996, No. 96-528, p. 685, §1; §10-8A-302; amended and renumbered by Act 2009-513, p. 967,
§252.)...
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10A-2-7.32
Section 10A-2-7.32 Shareholder agreements. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) An agreement among
the shareholders of a corporation that complies with this section is effective among the shareholders
and the corporation even though it is inconsistent with one or more provisions of this chapter
in that it: (1) Eliminates the authority of the board of directors or restricts the discretion
or powers of the board of directors; (2) Governs the authorization or making of distributions
whether or not in proportion to ownership of shares, subject to the limitations in Section
10A-2-6.40; (3) Establishes who shall be directors or officers of the corporation, or their
terms of office or manner of selection or removal; (4) Governs, in general or in regard to
specific matters, the exercise or division of voting power by or between the shareholders
and directors or by or among any of them, including use of...
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10A-2-1.40
Section 10A-2-1.40 Definitions applicable to business corporations. In this chapter: REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (1) "Articles of incorporation" include amended and restated articles
of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate
of incorporation, including any amended certificate, and also include, except where the context
otherwise requires, articles of merger. The term "articles of incorporations" as
used in this chapter is synonymous with the term "certificate of formation" employed
in Chapter 1. (2) "Authorized shares" means the shares of all classes a domestic
or foreign business corporation is authorized to issue. (3) "Corporation" or "domestic
corporation" means a business corporation, which is not a foreign corporation, incorporated
under or subject to the provisions of this chapter. (4) "Distribution" means a direct
or indirect...
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10A-8-2.03
Section 10A-8-2.03 Partnership property. REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125
EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (Acts 1996, No. 96-528,
p. 685, §1; §10-8A-203; amended and renumbered by Act 2009-513, p. 967, §250.)...
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10A-8-2.04
Section 10A-8-2.04 When property is partnership property. REPEALED IN THE 2018 REGULAR SESSION
BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (Acts
1996, No. 96-528, p. 685, §1; §10-8A-204; amended and renumbered by Act 2009-513, p. 967,
§250.)...
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10A-8-5.01
Section 10A-8-5.01 Partner not co-owner of partnership property. REPEALED IN THE 2018 REGULAR
SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-501; amended and renumbered by Act 2009-513,
p. 967, §256.)...
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10A-2-14.05
Section 10A-2-14.05 Effect of dissolution. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A dissolved corporation
continues its corporate existence but may not carry on any business except that appropriate
to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2)
Disposing of its properties that will not be distributed in kind to its shareholders; (3)
Discharging or making provision for discharging its liabilities; (4) Distributing its remaining
property among its shareholders according to their interests; and (5) Doing every other act
necessary to wind up and liquidate its business and affairs. (b) Dissolution of a corporation
does not: (1) Alter the limited liability status of its subscribers and shareholders under
Section 10A-2-6.22, except as provided in Section 10A-1-9.22(d)(2) with respect to assets
distributed to a shareholder in liquidation; (2) Transfer title to...
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10A-2-12.01
Section 10A-2-12.01 Sale of assets in regular course of business and mortgage of assets. REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) Subject to the limitations of the Constitution of Alabama of 1901, as
the same may be amended from time to time, a corporation may, on the terms and conditions
and for the consideration determined by the board of directors: (1) Sell, lease, exchange,
or otherwise dispose of all, or substantially all, of its property in the usual and regular
course of business; (2) Mortgage, pledge, dedicate to the repayment of indebtedness, whether
with or without recourse, or otherwise encumber any or all of its property whether or not
in the usual and regular course of business; or (3) Transfer any or all of its property to
a corporation all the shares of which are owned by the corporation. (b) Unless the articles
of incorporation require it, approval by the shareholders of a transaction...
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10A-5-6.04
Section 10A-5-6.04 Death or incompetency of member. REPEALED IN THE 2014 REGULAR SESSION BY
ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the governing
documents: (1) If a member who is an individual dies or if a court of competent jurisdiction
adjudges a member to be incompetent to manage the member's person or property, the member's
personal representative, conservator, legal representative, heirs, or legatees may exercise
all the member's financial rights for the purpose of settling the member's estate or administering
the member's property, including any power the member had to transfer the membership interest.
(2) If a member is a corporation, limited liability company, trust, general partnership, limited
partnership, registered limited liability partnership, custodianship, or other entity and
is dissolved or terminated, the financial rights of that member may be exercised by the legal
representative or successor of that member. (b) The personal...
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10A-8-2.01
Section 10A-8-2.01 Partnership as entity. REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125
EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (Acts 1996, No. 96-528,
p. 685, §1; §10-8A-201; amended and renumbered by Act 2009-513, p. 967, §250.)...
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