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10A-8A-1.06
Section 10A-8A-1.06 Governing law. (a) Except as otherwise provided in subsections (b), (c),
and (d) of this section, the law of the jurisdiction in which the partnership has its principal
office governs the partnership agreement and the relations among the partners and between
the partners and the partnership. (b) The law of this state governs the (i) internal affairs
of a limited liability partnership, including the relations among the partners and between
the partners and the partnership, (ii) the liability of a partner as a partner for the debts,
obligations, or other liabilities of a limited liability partnership, and (iii) the authority
of the partners of a limited liability partnership. (c) The law of the jurisdiction in which
a foreign limited liability partnership has filed its statement of limited liability partnership
or similar writing governs the (i) internal affairs of that foreign limited liability partnership,
including the relations among the partners and between the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-1.06.htm - 2K - Match Info - Similar pages
10A-8A-2.02
Section 10A-8A-2.02 Statement of partnership; statement of not for profit partnership. (a)
A partnership other than a partnership that has an effective statement of not for profit partnership
or an effective statement of limited liability partnership on file with the Secretary of State
may deliver to the Secretary of State for filing a statement of partnership for the purpose
of having its partnership agreement governed by the laws of this state in accordance with
Section 10A-8A-1.06(d) and providing notice of its existence in accordance with Section 10A-8A-1.03(d)(1).
A statement of partnership must contain all of the following: (1) the name of the partnership
which name must comply with Article 5 of Chapter 1; (2) the date that the partnership was
formed pursuant to, or became governed by, the laws of this state; (3) the street and mailing
address of its principal office; (4) the street and mailing address of a registered office
and the name of the registered agent at that office for...
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23-2-142
Section 23-2-142 Definitions. As used in this article, the following words and terms shall
have the following meanings, respectively, unless the context clearly indicates otherwise:
(1) AUTHORITY. The Alabama Toll Road, Bridge, and Tunnel Authority created by this article,
or any board, body, or commission succeeding to the principal functions thereof or to which
the powers given by this article to the authority shall be given by law. (2) BONDS or TOLL
ROAD, BRIDGE, OR TUNNEL REVENUE BONDS. Bonds of the authority authorized under this article.
(3) CONCESSIONAIRE. A person, firm, corporation, partnership, limited liability company, or
other legal entity described in Section 23-2-144(a)(12) which has been awarded a contract
to construct or operate, or both, a toll road or bridge by the department or the authority.
(4) COST. As applied to a toll road, bridge, or tunnel project, the cost shall include, but
not be limited to, the following: a. The cost of construction, including bridges...
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41-16-5
Section 41-16-5 Public contracts with entities engaging in certain boycotting activities. (a)
For the purposes of this section, the following terms shall have the following meanings: (1)
BOYCOTT. To blacklist, divest from, or otherwise refuse to deal with a person or business
entity when the action is based on race, color, religion, gender, or national origin of the
targeted person or entity or is based on the fact that the boycotted person or entity is doing
business in a jurisdiction with which this state can enjoy open trade and with which the targeted
person or entity is doing business. (2) BUSINESS ENTITY. A corporation, partnership, limited
liability company, organization, or other legal entity conducting or operating any trade or
business in Alabama or a corporation, organization, or other legal entity operating in Alabama
that is exempt from taxation under Section 501(C)(3) or (4) of the Internal Revenue Code.
(3) GOVERNMENTAL ENTITY. The state or any political subdivision...
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10A-1-5.32
Section 10A-1-5.32 Change by entity of registered office or registered agent. (a) An entity
required to maintain a registered office and registered agent under Section 10A-1-5.31 may
change its registered office, its registered agent, or both, by delivering to the Secretary
of State for filing a statement of the change in accordance with the procedures in Article
4. (b) The statement must contain: (1) the name of the entity; (2) the name of the entity's
registered agent; (3) the street address of the entity's registered agent; (4) if the change
relates to the registered agent, the name of the entity's new registered agent and the new
registered agent's written consent to the appointment, either on the statement or attached
to it; (5) if the change relates to the registered office, the street address of the entity's
new registered office; (6) a recitation that the change specified in the statement is authorized
by the entity; and (7) a recitation that the street address of the...
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10A-1-5.12
Section 10A-1-5.12 Reservation of certain names prohibited; exceptions. (a) The Secretary of
State may not reserve a name that is the same as, or not distinguishable on the records of
the Secretary of State from: (1) the name of an existing filing entity; the name of a 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 under Chapter
8A; (2) the name of a foreign filing entity that has a registration under Article 7; or (3)
a name that is reserved under this division. (b) Subsection (a) does not apply if the other
entity or the person for whom the name is reserved consents in writing to the subsequent reservation
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...
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10A-1-5.33
Section 10A-1-5.33 Change by registered agent of name or address of registered agent. (a) The
registered agent of any entity required by Section 10A-1-5.31 to designate and maintain a
registered agent or registered office may change its name, its address as the address of the
entity's registered office, or both, by delivering to the Secretary of State for filing a
statement of the change in accordance with the procedures in Article 4. (b) The statement
must be signed by the registered agent, or a person authorized to sign the statement on behalf
of the registered agent, and must contain: (1) the name of the entity represented by the registered
agent; (2) the name of the entity's registered agent and the address at which the registered
agent maintained the entity's registered office; (3) if the change relates to the name of
the registered agent, the new name of that agent; (4) if the change relates to the address
of the registered office, the new address of that office; and (5) a...
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10A-1-7.22
Section 10A-1-7.22 Transaction of business without registration; actions to restrain. (a) The
failure of a foreign filing entity to register to transact business in this state or to appoint
and maintain a registered agent in this state shall not impair the validity of any contract
or act of the foreign entity and shall not prevent the foreign entity from defending any action
or proceeding in any court of this state, but the foreign entity shall not maintain any action
or proceeding in any court of this state until it has delivered to the Secretary of State
for filing an application for registration or a statement of foreign limited liability partnership,
as applicable, in accordance with Section 10A-1-7.04. A foreign filing entity, by transacting
business in this state without filing an application for registration or a statement of foreign
limited liability partnership, as applicable, appoints the Secretary of State as its agent
for service of process with respect to causes of action...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-7.22.htm - 2K - Match Info - Similar pages
10A-8A-1.03
Section 10A-8A-1.03 Knowledge and notice. (a) A person knows a fact when the person: (1) has
actual knowledge of it; or (2) is deemed to know it under law other than this chapter. (b)
A person has notice of a fact when the person: (1) knows of it; (2) receives notice of it;
(3) has reason to know the fact from all of the facts known to the person at the time in question;
or (4) is deemed to have notice of the fact under subsection (d). (c) A person notifies or
gives notice to another person by taking steps reasonably required to inform the other person
in ordinary course, whether or not the other person knows the fact. (d) A person is deemed
to have notice of a partnership's: (1) statement of partnership, 90 days after a statement
of partnership under Section 10A-8A-2.02 becomes effective; (2) statement of not for profit
partnership, 90 days after a statement of not for profit partnership under Section 10A-8A-2.02
becomes effective; (3) statement of authority, with respect to: (i)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-1.03.htm - 2K - Match Info - Similar pages
10A-1-3.05
Section 10A-1-3.05 Certificate of formation. Unless provided otherwise in a chapter of this
title governing a filing entity: (a) The certificate of formation must state: (1) the name
of the filing entity being formed; (2) the type of filing entity being formed; (3) for filing
entities other than limited partnerships, the purpose or purposes for which the filing entity
is formed, which may be stated to be or include any lawful purpose for that type of entity;
(4) the period of duration, if the entity is not formed to exist perpetually; (5) the street
address and, if different, the mailing address of the initial registered office of the filing
entity and the name of the initial registered agent of the filing entity at the office; (6)
the name and address of each: (A) organizer for the filing entity, unless the entity is formed
pursuant to a statement of conversion or merger; or (B) general partner, if the filing entity
is a limited partnership; (7) if the filing entity is formed pursuant...
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