10A-8-10.10
Section 10A-8-10.10 Professional registered limited liability partnership provisions. REPEALED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-1010; amended and renumbered
by Act 2009-513, p. 967, §268.)...
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10A-8-11.04
Section 10A-8-11.04 Taxation of registered limited liability partnership. REPEALED IN THE 2018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-1109; amended and renumbered by Act
2009-513, p. 967, §272.)...
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10A-2-6.22
Section 10A-2-6.22 Liability of shareholders and subscribers. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A purchaser from a corporation of its own shares is not liable to the corporation or its
creditors with respect to the shares except to pay the consideration for which the shares
were authorized to be issued or specified in the subscription agreement. (b) Neither a subscriber
nor a shareholder of a corporation is personally liable for the acts or debts of the corporation.
(c) A corporation may have a lien on the shares of its shareholders for any debt or liability
incurred to it by the shareholders before notice or transfer of or levy on the shares, if
the right to a lien is provided for in the articles of incorporation and is recited conspicuously
on its certificates for shares of stock. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.22;
amended and renumbered by Act 2009-513, p. 967, §100.)...
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10A-8-10.07
Section 10A-8-10.07 Withdrawal of a qualified foreign registered limited liability partnership.
REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019.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-1007; amended
and renumbered by Act 2009-513, p. 967, §268.)...
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10A-8-10.08
Section 10A-8-10.08 Effect of failure of foreign registered limited liability partnership to
register. REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019.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-1008;
amended and renumbered by Act 2009-513, p. 967, §268.)...
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10A-8A-9.11
Section 10A-8A-9.11 Liability of partner after conversion or merger. (a) A conversion or merger
under this article does not discharge any liability under Section 10A-8A-3.06, 10A-8A-7.02,
or 10A-8A-7.03 of a person that was a partner in or dissociated as a partner from a converting
or constituent partnership, but: (1) the provisions of this chapter pertaining to the collection
or discharge of the liability continue to apply to the liability; (2) for the purposes of
applying those provisions, the converted or surviving organization is deemed to be the converting
or constituent partnership; and (3) if a person is required to pay any amount under this subsection:
(A) the person has a right of contribution from each other person that was liable as a partner
under Section 10A-8A-3.06 when the obligation was incurred and has not been released from
the obligation under Section 10A-8A-7.02 or 10A-8A-7.03; and (B) the contribution due from
each of those persons is in proportion to the right to...
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10A-9A-10.11
Section 10A-9A-10.11 Liability of general partner after conversion or merger. (a) A conversion
or merger under this article does not discharge any liability under Sections 10A-9A-4.04 and
10A-9A-6.07 of a person that was a general partner in or dissociated as a general partner
from a converting or constituent limited partnership, but: (1) the provisions of this chapter
pertaining to the collection or discharge of the liability continue to apply to the liability;
(2) for the purposes of applying those provisions, the converted or surviving organization
is deemed to be the converting or constituent limited partnership; and (3) if a person is
required to pay any amount under this subsection: (A) the person has a right of contribution
from each other person that was liable as a general partner under Section 10A-9A-4.04 when
the obligation was incurred and has not been released from the obligation under Section 10A-9A-6.07;
and (B) the contribution due from each of those persons is in...
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10A-5-2.01
Section 10A-5-2.01 Formation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. One or more persons may form a limited liability company by filing a certificate
of formation for the limited liability company with the judge of probate of the county in
which the initial registered office of the limited liability company is located pursuant to
Article 3 of Chapter 1. (Acts 1993, No. 93-724, p. 1425, §9; Act 97-920, 1st Ex. Sess., p.
312, §1; §10-12-9; amended and renumbered by Act 2009-513, p. 967, §218.)...
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10A-5-4.02
Section 10A-5-4.02 Limited liability company property. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Property may be acquired, held, and conveyed
in the name of the limited liability company. Any estate in real property may be acquired
in the name of the limited liability company and title to any estate so acquired shall vest
in the limited liability company itself rather than in the members individually. (b) All property
originally contributed to the limited liability company or subsequently acquired by a limited
liability company by purchase or otherwise is limited liability company property. A member
has no interest in specific limited liability company property. (c) Except as provided in
subsection (d), title to property of the limited liability company that is held in the name
of the limited liability company may be transferred by an instrument of transfer executed
by any member in the name of the limited liability company. (d) If the...
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10A-2-2.01
Section 10A-2-2.01 Incorporators. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. One or more persons may act as
the incorporator or incorporators of a corporation by signing and delivering articles of incorporation
to the judge of probate of the county in which the corporation is to have its initial registered
office for filing. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.01; amended and renumbered
by Act 2009-513, p. 967, §89.)...
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