10A-1-7.05
Section 10A-1-7.05 Effect of registration. (a) The application for registration of a foreign
entity and the statement of foreign limited liability partnership takes effect in accordance
with Article 4 of this chapter. The registration of a foreign entity remains in effect until
the registration terminates, is withdrawn, or is revoked. (b) Except in a proceeding to revoke
the registration of a foreign entity or as otherwise provided by the law of Alabama, the Secretary
of State's issuance of an acknowledgment that the foreign entity has filed an application
for registration or a statement of foreign limited liability partnership, as applicable, is
conclusive evidence of the authority of the foreign entity to transact business in this state
under the foreign entity's name or under another name stated in the application for registration
in accordance with Section 10A-1-7.04(b)(1) or stated in the statement of foreign limited
liability partnership in accordance with Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-7.05.htm - 1K - Match Info - Similar pages

10A-8A-10.03
Section 10A-8A-10.03 Death or disqualification of partner. (a) In the case of a limited liability
partnership performing professional services, upon the death of a partner, upon a partner
becoming a disqualified person, or upon a transferable interest being transferred by operation
of law or court decree to a disqualified person, the transferable interest of the deceased
partner or of the disqualified person may be transferred to a qualified person and, if not
so transferred, subject to Section 10A-8A-4.09, shall be purchased by the limited liability
partnership as provided in this section. (b) If the price of the transferable interest is
not fixed by the partnership agreement, the limited liability partnership, within six months
after the death or 30 days after the disqualification or transfer, as the case may be, shall
make a written offer to pay to the holder of the transferable interest a specified price deemed
by the limited liability partnership to be the fair value of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-10.03.htm - 7K - Match Info - Similar pages

10A-8A-10.02
Section 10A-8A-10.02 Special rules for limited liability partnerships performing professional
services. (a) A limited liability partnership shall have the power to render professional
services if it complies with the rules of the licensing authority for such profession. (b)
Every individual who renders professional services as a partner or as an employee of a limited
liability partnership shall be liable for any negligent or wrongful act or omission in which
the individual personally participates to the same extent the individual would be liable if
the individual rendered the services as a sole practitioner. (c) Except as otherwise provided
in subsection (b), the personal liability of a partner of any limited liability partnership
engaged in providing professional services shall be governed by Section 10A-8A-3.06. (d) The
personal liability of a partner or employee of a foreign limited liability partnership engaged
in providing professional services shall be determined under the law of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-10.02.htm - 2K - Match Info - Similar pages

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.)...

alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-5.01.htm - 988 bytes - Match Info - Similar pages

10A-2A-11.01
Section 10A-2A-11.01 Definitions. Notwithstanding Section 10A-1-1.03, as used in this article,
unless the context otherwise requires, the following terms mean: (1) "Acquired entity"
means the corporation or foreign corporation that will have all of one or more classes or
series of its stock acquired in a stock exchange. (2) "Acquiring entity" means the
corporation or foreign corporation that will acquire all of one or more classes or series
of stock of the acquired entity in a stock exchange. (3) "Constituent corporation"
means a constituent organization that is a corporation. (4) "Constituent organization"
means an organization that is party to a merger under this article. (5) "Governing statute"
of an organization means the statute that governs the organization's internal affairs. (6)
"Organization" means a general partnership, including a limited liability partnership;
limited partnership, including a limited liability limited partnership; limited liability
company; business trust;...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.01.htm - 4K - Match Info - Similar pages

10A-2A-9.01
Section 10A-2A-9.01 Definitions. As used in this Article 9: Notwithstanding Section 10A-1-1.03,
as used in this article, unless the context otherwise requires, the following terms have the
following meanings: (1) "Converted organization" means the organization into which
a converting organization converts pursuant to this article. (2) "Converting corporation"
means a converting organization that is a corporation. (3) "Converting organization"
means an organization that converts into another organization pursuant to this article. (4)
"Governing statute" of an organization means the statute that governs the organization's
internal affairs. (5) "Organization" means a general partnership, including a limited
liability partnership; limited partnership, including a limited liability limited partnership;
limited liability company; business trust; corporation; nonprofit corporation; professional
corporation; or any other person having a governing statute. The term includes domestic and
foreign...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.01.htm - 3K - Match Info - Similar pages

10A-8A-9.01
Section 10A-8A-9.01 Definitions. Notwithstanding Section 10A-1-1.03, as used in this article,
unless the context otherwise requires, the following terms mean: (1) "Constituent organization"
means an organization that is party to a merger under this article. (2) "Constituent
partnership" means a constituent organization that is a partnership. (3) "Converted
organization" means the organization into which a converting organization converts pursuant
to this article. (4) "Converting organization" means an organization that converts
into another organization pursuant to this article. (5) "Converting partnership"
means a converting organization that is a partnership. (6) "Governing statute" of
an organization means the statute that governs the organization's internal affairs. (7) "Organization"
means a partnership, including a limited liability partnership; limited partnership, including
a limited liability limited partnership; limited liability company; business trust; corporation;...

alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.01.htm - 3K - Match Info - Similar pages

10A-9A-10.01
Section 10A-9A-10.01 Definitions. Notwithstanding Section 10A-1-1.03, as used in this article,
unless the context otherwise requires, the following terms mean: (1) "CONSTITUENT LIMITED
PARTNERSHIP" means a constituent organization that is a limited partnership. (2) "CONSTITUENT
ORGANIZATION" means an organization that is party to a merger under this article. (3)
"CONVERTED ORGANIZATION" means the organization into which a converting organization
converts pursuant to this article. (4) "CONVERTING LIMITED PARTNERSHIP" means a
converting organization that is a limited partnership. (5) "CONVERTING ORGANIZATION"
means an organization that converts into another organization pursuant to this article. (6)
"GENERAL PARTNER" means a general partner of a limited partnership. (7) "GOVERNING
STATUTE" of an organization means the statute that governs the organization's internal
affairs. (8) "ORGANIZATION" means a general partnership, including a limited liability
partnership; limited partnership,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.01.htm - 3K - Match Info - Similar pages

10A-9A-9.09
Section 10A-9A-9.09 Applicability to foreign limited partnerships. In any derivative action
in the right of a foreign limited partnership, the right of a person to commence or maintain
a derivative action in the right of a foreign limited partnership, and any matters raised
in the action covered by Sections 10A-9A-9.02 through 10A-9A-9.08, shall be governed by the
law of the jurisdiction under which the foreign limited partnership was formed; except that
any matters raised in the action covered by Sections 10A-9A-9.06, 10A-9A-9.07, and 10A-9A-9.08
shall be governed by the law of this state. (Act 2016-379, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-9.09.htm - 928 bytes - Match Info - Similar pages

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