27-9A-2
Section 27-9A-2 Definitions. For purposes of this chapter, the following terms shall have the
meanings respectively ascribed to them by this section: (1) APPRENTICE INDEPENDENT ADJUSTER.
As defined in Section 27-9A-11. (2) BUSINESS ENTITY. A corporation, association, partnership,
limited liability company, limited liability partnership, or other legal entity. (3) COMMISSIONER.
The Alabama Commissioner of Insurance. (4) HOME STATE. The District of Columbia and any state
or territory of the United States in which an independent adjuster maintains the principal
place of residence or business of the adjuster and in which the adjuster is licensed to act
as a resident independent adjuster. In the case of a resident of a Canadian province, or if
the resident state or territory does not license independent adjusters for the line of authority
sought, the home state of the independent adjuster shall be any state in which the independent
adjuster is licensed and in good standing, as designated by...
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40-18-24.2
Section 40-18-24.2 Taxation of pass-through entities. (a) For purposes of this section and
Section 40-18-24.3, the following terms shall have the following meanings: (1) MEMBER. An
individual, estate, trust or business trust as defined in Section 40-18-1, a corporation as
defined in Section 40-18-1, or Subchapter K entity as defined in Section 40-18-1, that is
a partner in a general, limited, limited liability, or limited liability limited partnership,
or a member of a limited liability company. (2) NONRESIDENT. a. An individual who is not a
resident of or domiciled in this state during the applicable tax year. b. A nonresident trust
as defined in Section 40-18-1. c. A nonresident estate as defined in Section 40-18-1. d. A
foreign corporation as defined in Section 40-18-1, not commercially domiciled in this state
during the applicable tax year. e. A Subchapter K entity or business trust that is created
or organized under the laws of a jurisdiction other than this state and that is not...
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40-18-28
Section 40-18-28 Returns of subchapter K entities and single member limited liability companies.
Every subchapter K entity, and every single member limited liability company, shall make a
return to the Department of Revenue for each taxable year, stating specifically the items
of its gross income and the deductions allowed by this chapter, and shall include in the return
the names and addresses of the partners or members and the amount of the distributive share
of each partner or member. The return must be subscribed by the person who makes it and must
contain a printed declaration that it is made under the penalties of perjury. A person who
willfully makes and subscribes a return which he or she does not believe to be true and correct
as to every material particular shall be guilty of perjury and upon conviction shall be punished
as prescribed in Section 40-18-27. (Acts 1935, No. 194, p. 256; Code 1940, T. 51, §395; Acts
1961, Ex. Sess., No. 188, p. 2158; Acts 1997, No. 97-625, p....
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10A-1-5.01
Section 10A-1-5.01 Effect on rights under other law. The filing of a certificate of formation
by a filing entity pursuant to this title, an application for registration or statement of
foreign limited liability partnership by a foreign filing entity pursuant to this title, or
an application for reservation or registration of a name pursuant to this article does not
authorize the use of a name in this state in violation of a right of another under: (1) The
Trademark Act of 1946, as amended, 15 U.S.C. Section 1051 et seq.; or (2) Chapter 12 of Title
8; or (3) Common law. (Act 2009-513, p. 967, §35; Act 2018-125, §1; Act 2019-94, §2.)...

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10A-1-5.03
Section 10A-1-5.03 Names prohibited. (a) A domestic entity may not have a name and a foreign
filing entity may not register to transact business in this state under a name that is the
same as or not distinguishable on the records of the Secretary of State from: (1) the name
of another existing filing entity or a general partnership that has an effective statement
of partnership, statement of not for profit partnership, or limited liability partnership
under Chapter 8A; (2) the name of a foreign filing entity that has a registration under Article
7; (3) a name that is reserved under Division B. (b) Subsection (a) does not apply if the
other entity or the person for whom the name is reserved consents in writing to the use of
a name not distinguishable on the records of the Secretary of State, and submits an undertaking
in form satisfactory to the Secretary of State to change its name to a name that is distinguishable
on the records of the Secretary of State from the name for which...
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10A-9A-1.02
Section 10A-9A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter,
unless the context otherwise requires, the following terms mean: (1) "CERTIFICATE OF
FORMATION" with respect to a limited partnership means the certificate of formation required
by Section 10A-9A-2.01, and the certificate of formation as amended or restated. (2) "DISTRIBUTION"
except as otherwise provided in Section 10A-9A-5.08(f), means a transfer of money or other
property from a limited partnership to another person on account of a transferable interest.
(3) "FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP" means a foreign limited partnership
whose general partners have limited liability for the obligations of the foreign limited partnership
under a provision similar to Section 10A-9A-4.04(c). (4) "FOREIGN LIMITED PARTNERSHIP"
means a partnership formed under the laws of a jurisdiction other than this state and required
by those laws to have one or more general partners and one or more...
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10A-9A-2.03
Section 10A-9A-2.03 Execution of documents. (a) A writing delivered to the Secretary of State
for filing pursuant to this chapter must be signed as provided by this section. (1) A limited
partnership's initial certificate of formation must be signed by all general partners listed
in the certificate of formation. (2) An amendment adding or deleting a statement that the
limited partnership is a limited liability limited partnership must be signed by all general
partners listed in the certificate of formation. (3) An amendment designating as general partner
a person admitted under Section 10A-9A-8.01(c) following the dissociation of a limited partnership's
last general partner must be signed by the person or persons so designated. (4) Any other
amendment must be signed by: (A) at least one general partner; and (B) each other person designated
in the amendment as a new general partner. (5) A restated certificate of formation must be
signed by at least one general partner and, to the extent...
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10A-9A-4.05
Section 10A-9A-4.05 Actions by and against partnership and partners. (a) To the extent not
inconsistent with Section 10A-9A-4.04, a general partner may be joined in an action against
the limited partnership or named in a separate action. (b) A judgment against a limited partnership
is not by itself a judgment against a general partner. A judgment against a limited partnership
may not be satisfied from a general partner's assets unless there is also a judgment against
the general partner. (c) A judgment creditor of a general partner may not levy execution against
the assets of the general partner to satisfy a judgment based on a claim against the limited
partnership, unless the partner is personally liable for the claim under Section 10A-9A-4.04
and either: (1) a judgment based on the same claim has been obtained against the limited partnership
and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) the limited partnership is a debtor in...
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41-9-219.1
Section 41-9-219.1 Allocation of tax credits. Tax credits claimed under this article shall
not be saleable or transferable. Tax credits earned by a partnership, limited liability company,
S corporation, or other "pass-through" entity may be allocated to the partners,
members, or shareholders of that entity for their direct use in accordance with the provisions
of any agreement among the partners, members, or shareholders. Any amount of tax credit that
the taxpayer, or partner, member, or shareholder thereof, is prohibited from claiming in a
taxable year may be carried forward to any of the taxpayer's subsequent taxable years. (Act
2012-483, p. 1340, §5.)...
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10A-1-5.31
Section 10A-1-5.31 Designation and maintenance of registered agent and registered office. (a)
Each filing entity and each foreign filing entity with a registration under Article 7, and
each general partnership that has an effective statement of partnership, statement of not
for profit partnership, or statement of limited liability partnership on file with the Secretary
of State in accordance with Chapter 8A, shall designate and continuously maintain in this
state: (1) a registered agent; and (2) a registered office. (b) A registered agent: (1) is
an agent of the entity on which may be served any process, notice, or demand required or permitted
by law to be served on the entity; (2) may be: (A) an individual who is a resident of this
state; or (B) a domestic entity or a foreign entity that is registered to transact business
in this state; and (3) must maintain a business office at the same address as the entity's
registered office. (c) The registered office: (1) must be located at a...
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