10A-8A-4.06
Section 10A-8A-4.06 Interim distributions. Subject to Section 10A-8A-7.01, a partner has a right to a distribution before the dissolution and winding up of a partnership as provided in the partnership agreement. A decision to make a distribution before the dissolution and winding up of the partnership is a decision in the ordinary course of the business or not for profit activity of the partnership. (Act 2018-125, §7.)...
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10A-9A-5.04
Section 10A-9A-5.04 Interim distributions. A partner has a right to a distribution before the dissolution and winding up of a limited partnership as provided in the partnership agreement. A decision to make a distribution before the dissolution and winding up of the limited partnership is a decision in the ordinary course of the activities and affairs of the limited partnership. (Act 2016-379, §1.)...
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10A-5A-4.05
Section 10A-5A-4.05 Sharing of and right to distributions before dissolution. (a) (1) All members shall share equally in any distributions made by a limited liability company before its dissolution and winding up. (2) A member has a right to a distribution before the dissolution and winding up of a limited liability company as provided in the limited liability company agreement. A decision to make a distribution before the dissolution and winding up of the limited liability company is a decision in the ordinary course of activities and affairs of the limited liability company. A member's dissociation does not entitle the dissociated member to a distribution. (3) A member does not have a right to demand and receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in Section 10A-5A-7.06(c), a limited liability company may distribute an asset in kind if each member receives a percentage of the asset in proportion to the member's...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-4.05.htm - 2K - Match Info - Similar pages
10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise requires, the following terms mean: (1) AFFILIATE. A person who controls, is controlled by, or is under common control with another person. An affiliate of an individual includes the spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling, parent, or spouse of any thereof, of the individual, or an individual having the same home as the individual, or a trust or estate of which an individual specified in this sentence is a substantial beneficiary; a trust, estate, incompetent, conservatee, protected person, or minor of which the individual is a fiduciary; or an entity of which the individual is director, general partner, agent, employee or the governing authority or member of the governing authority. (2) ASSOCIATE. When used to indicate a relationship with: (A) a domestic or foreign entity for which the person is: (i) an officer or governing person; or (ii) a beneficial...
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10A-8A-10.01
Section 10A-8A-10.01 Limited liability partnerships; statements; cancellations. (a) A partnership may be formed as, or may become, a limited liability partnership pursuant to this section. (b) In order to form a limited liability partnership, the original partnership agreement of the partnership shall state that the partnership is formed as a limited liability partnership, and the partnership shall deliver to the Secretary of State for filing a statement of limited liability partnership in accordance with subsection (d) of this section. (c) In order for an existing partnership to become a limited liability partnership, the terms and conditions on which the partnership becomes a limited liability partnership must be approved by the affirmative approval necessary to amend the partnership agreement and, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, also the affirmative approval necessary to amend those provisions, and after...
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10A-8A-5.02
Section 10A-8A-5.02 Transfer of partner's transferable interest. (a) A transfer, in whole or in part, of a partner's transferable interest: (1) is permissible; (2) does not by itself cause the partner's dissociation; (3) does not by itself cause a dissolution and winding up of the partnership; and (4) subject to Section 10A-8A-5.05, does not entitle the transferee to: (A) participate in the management or conduct of the partnership's business or not for profit activity; or (B) except as otherwise provided in subsection (d), have access to required information, records, or other information concerning the partnership's business or not for profit activity. (b) A transferee has a right: (1) to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; (2) to receive upon the dissolution and winding up of the partnership, in accordance with the transfer, the net amount otherwise distributable to the transferor; and (3) to seek under Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-5.02.htm - 2K - Match Info - Similar pages
10A-8A-7.03
Section 10A-8A-7.03 Liability of person dissociated as a partner to other persons. (a) A person's dissociation as a partner does not of itself discharge that person's liability for a partnership obligation incurred before dissociation. A person dissociated as a partner is not liable for a partnership obligation incurred after dissociation, except as provided in subsection (b). (b) A person that dissociates as a partner without resulting in a dissolution and winding up of the partnership business or not for profit activity is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership or other surviving entity under Article 9 of this chapter or Article 8 of Chapter 1, within one year after the partner's dissociation, only if the partner is liable for the obligation under Section 10A-8A-3.06 and at the time of entering into the transaction the other party: (1) reasonably believed that the person dissociated as a partner was then a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-7.03.htm - 2K - Match Info - Similar pages
10A-8A-4.13
Section 10A-8A-4.13 Actions by partnership and partners. (a) Except as provided in Sections 10A-8A-3.06, 10A-8A-8.06, or 10A-8A-8.07, a partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (b) Except as provided in Sections 10A-8A-3.06, 10A-8A-8.06, or 10A-8A-8.07, a partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business or not for profit activity, to: (1) enforce the partner's rights under the partnership agreement; (2) enforce the partner's rights under this chapter, including: (i) the partner's rights under Sections 10A-8A-4.01, 10A-8A-4.03, or 10A-8A-4.04; (ii) the partner's right on dissociation to have the partner's transferable interest in the partnership purchased pursuant to Section 10A-8A-7.01 or enforce any other right under Article 6 or 7; or...
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10A-8A-1.02
Section 10A-8A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter, unless the context otherwise requires, the following terms mean: (1) "Business" includes every trade, occupation, and profession for profit. (2) "Disqualified person" means any person who is not a qualified person. (3) "Distribution" except as otherwise provided in Section 10A-8A-4.09(f), means a transfer of money or other property from a partnership to another person on account of a transferable interest. (4) "Foreign limited liability partnership" means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to Section 10A-8A-3.06(c). (5) "Foreign partnership" means a partnership governed by the laws of a jurisdiction other than this state which would be a partnership if governed by the laws of this state. The term includes a foreign limited liability partnership. (6) "Limited liability...
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10A-8A-4.01
Section 10A-8A-4.01 Partner's rights and duties. (a) Each partner is deemed to have an account that is: (1) credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and (2) charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses provided that a partner shall not be charged with any share of partnership loss attributable to a debt, obligation, or liability for which the partner is not personally liable under Section 10A-8A-3.06 unless the loss is satisfied out of partnership assets. (b) Each partner is entitled to an equal share of the partnership profits and, subject to the limitations in subsection (a)(2) of this section, is chargeable with a share of the partnership losses...
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