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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
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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...
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10A-8A-6.01
Section 10A-8A-6.01 Events causing partner's dissociation. A person is dissociated from a partnership
as a partner upon the occurrence of any of the following events: (1) the partnership has notice
of the person's express will to dissociate as a partner, except that if the person specifies
a dissociation date later than the date the partnership had notice, then the person is dissociated
as a partner on that later date; (2) an event stated in the partnership agreement as causing
the person's dissociation as a partner occurs; (3) the person is expelled as a partner pursuant
to the partnership agreement; (4) the person is expelled as a partner by the unanimous consent
of the other partners if: (A) it is unlawful to carry on the partnership's business or not
for profit activity with the person as a partner; (B) there has been a transfer of all of
the person's transferable interest in the partnership, other than a transfer for security
purposes; (C) the person is an organization and, within...
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10A-9A-1.08
Section 10A-9A-1.08 Effect of partnership agreement; nonwaivable provisions. (a) Except as
otherwise provided in subsections (b) and (c): (1) the partnership agreement governs relations
among the partners as partners and between the partners and the partnership; and (2) to the
extent the partnership agreement does not otherwise provide for a matter described in subsection
(a)(1), this chapter governs the matter. (b)(1) To the extent that, at law or in equity, a
partner or other person has duties, including fiduciary duties, to a limited partnership or
to another partner or to another person that is a party to or is otherwise bound by a partnership
agreement, the partner's or other person's duties may be expanded or restricted or eliminated
by provisions in a written partnership agreement, but the implied contractual covenant of
good faith and fair dealing may not be eliminated. (2) A written partnership agreement may
provide for the limitation or elimination of any and all liabilities...
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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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19-3-151
Section 19-3-151 Right of fiduciary to participate in partnership; liability of fiduciary,
estate and beneficial owners. If permitted by the trust instrument or will under which he
serves or by order of a court having jurisdiction of the estate or trust, a fiduciary may
enter into a partnership agreement or arrangement with others or accept the assignment of
or otherwise acquire, hold and dispose of an interest in a partnership, and in so doing may
become either a general or a limited partner. In any such case, as to creditors of or claimants
against such partnership and as to the other members of such partnership, the liability, if
any, of such fiduciary for the debts and other liabilities of the partnership, whether ex
contractu or ex delicto or otherwise, shall be limited to the assets of the trust or estate,
or so much thereof as may be necessary to discharge such debts and liabilities, but no personal
liability shall attach to the fiduciary or to the beneficial owners of the...
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10A-9A-6.04
Section 10A-9A-6.04 Person's power to dissociate as general partner; wrongful dissociation.
(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully,
by express will pursuant to Section 10A-9A-6.03(1). (b) A person's dissociation as a general
partner is wrongful only if: (1) it is in breach of an express provision of the limited partnership;
or (2) it occurs before the completion of the winding up of the limited partnership, and:
(A) the person dissociates as a general partner by express will; (B) the person is expelled
as a general partner by judicial order under Section 10A-9A-6.03(5); (C) the person is dissociated
as a general partner by becoming a debtor in bankruptcy; or (D) in the case of a person that
is not an individual, trust other than a business trust, or estate, the person is expelled
or otherwise dissociated as a general partner because it willfully dissolved or terminated.
(c) A person that wrongfully dissociates as a general...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-6.04.htm - 1K - Match Info - Similar pages
34-14A-2
Section 34-14A-2 Definitions. As used in this chapter, the following terms shall have the following
meanings, respectively, unless the context clearly indicates otherwise: (1) ADVISORY COUNCIL.
The Alabama Construction Trade Advisory Council. (2) BOARD. The Home Builders Licensure Board.
(3) COST OF THE UNDERTAKING. The total cost of the materials, labor, supervision, overhead,
and profit. (4) HOMEOWNER. A person who owns and resides in or intends to reside in a structure
constructed or remodeled by a licensee of the board, or who contracts with a licensee for
the purchase, construction, repair, improvement, or reimprovement of a structure to be used
as a residence. (5) IMPROVEMENT. Any site-built addition or enhancement attached to or detached
from a residence or structure for use and enjoyment by the homeowner. (6) INACTIVE LICENSE.
A license issued at the request of a licensee, or a building official or a building inspector,
that is renewable, but that is not currently valid. (7)...
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35-4-433
Section 35-4-433 Liability for violations. (a) Any person who records or enters into an agreement
imposing a private transfer fee obligation in his or her favor after May 25, 2011, shall be
liable for: (1) Any and all damages resulting from the imposition of the private transfer
fee obligation on the transfer of an interest in the real property, including, but not limited
to, the amount of any transfer fee paid by a party to the transfer. (2) All attorney fees,
expenses, and costs incurred by a party to the transfer or mortgagee of the real property
to recover any private transfer fee paid or in connection with an action to quiet title. (b)
Where an agent acts on behalf of a principal to record or secure a private transfer fee obligation,
liability shall be assessed to the principal, rather than the agent. (Act 2011-260, p. 474,
ยง1.)...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
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