10A-8A-7.02
Section 10A-8A-7.02 Power to bind and liability of person dissociated as a partner. (a) For one year after a person dissociates as a partner without resulting in a dissolution and winding up of the partnership business or not for profit activity, the partnership, including a surviving partnership or other surviving entity under Article 9 of this chapter and Article 8 of Chapter 1, is bound by an act of the person dissociated as a partner which would have bound the partnership under Section 10A-8A-3.01 before dissociation only if at the time of entering into the transaction the other party: (1) reasonably believed that the person dissociated as a partner was then a partner and reasonably relied on such belief in entering into the transaction; (2) did not have notice of the person's dissociation as a partner; and (3) is not deemed to have had knowledge or notice under Section 10A-8A-1.03. (b) A person dissociated as a partner is liable to the partnership for any damage caused to the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-7.02.htm - 1K - Match Info - Similar pages
10A-8A-8.04
Section 10A-8A-8.04 Power to bind partnership after dissolution. (a) After dissolution, a partnership is bound by the act of a partner or by the act of a dissociated partner acting as a partner under Section 10A-8A-8.03(a) which: (1) is appropriate for winding up the partnership's business or not for profit activity; or (2) would have bound the partnership under Section 10A-8A-3.01 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution. (b) Subject to subsection (a), a person dissociated as a partner binds a partnership through an act occurring after dissolution only if: (1) at the time the other party enters into the transaction the other party does not have notice of the dissociation and reasonably believes that the person is a partner; and (2) the act: (A) is appropriate for winding up the partnership's business or not for profit activity; or (B) would have bound the partnership under Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-8.04.htm - 1K - Match Info - Similar pages
10A-8A-8.05
Section 10A-8A-8.05 Liability after dissolution of partner and person dissociated as partner; other partners, and persons dissociated as partners. (a) If a partner having knowledge of the dissolution causes a partnership to incur an obligation under Section 10A-8A-8.04(a) by an act that is not appropriate for winding up the partnership's business or not for profit activity, the partner is liable: (1) to the partnership for any damage caused to the partnership arising from the obligation; and (2) if another partner or a person dissociated as a partner is liable for the obligation, to that other partner or person for any damage caused to that other partner or person arising from the liability. (b) If a person dissociated as a partner causes a partnership to incur an obligation under Section 10A-8A-8.04(b), the person is liable: (1) to the partnership for any damage caused to the partnership arising from the obligation; and (2) if a partner or another person dissociated as a partner is...
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10A-8A-4.10
Section 10A-8A-4.10 Right of partner and former partner to information. Notwithstanding Sections 10A-1-3.32 and 10A-1-3.33: (a) Subject to subsection (f), a partner, without having any particular purpose for seeking the information, may inspect and copy during regular hours at a reasonable location specified by the partnership, required information and any other records maintained by the partnership regarding the partnership's business or not for profit activity and financial condition. (b) Subject to subsection (f), each partner and the partnership shall furnish to a partner: (1) without demand, any information concerning the partnership's business or not for profit activity reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter; and (2) on demand, any other information concerning the partnership's business or not for profit activity, except to the extent the demand or the information demanded is unreasonable or...
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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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-4.13.htm - 1K - 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-8.02
Section 10A-8A-8.02 Effect of dissolution. Notwithstanding Section 10A-1-9.12: (a) A dissolved partnership continues its existence as a partnership but may not carry on any business or not for profit activity except as is appropriate to wind up and liquidate its business or not for profit activity, including: (1) collecting its assets; (2) disposing of its properties that will not be distributed in kind to persons owning transferable interests; (3) discharging or making provisions for discharging its liabilities; (4) distributing its remaining property in accordance with Section 10A-8A-8.09; and (5) doing every other act necessary to wind up and liquidate its business or not for profit activity. (b) In winding up its business or not for profit activity, a partnership may: (1) deliver to the Secretary of State for filing a statement of dissolution setting forth: (A) The name of the partnership; (B) If the partnership has filed a statement of partnership, a statement of not for profit...
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10A-8A-9.04
Section 10A-8A-9.04 Filings required for conversion; effective date. (a) After a plan of conversion is approved: (1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), which statement of conversion must be signed in accordance with Section 10A-8A-2.03 and which must include: (A) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion; (B) the date of the filing of the certificate of formation of the converting organization, if any, and all prior amendments and the filing office or offices, if any, where such is filed; (C) a statement that the converting organization has been converted into the converted organization; (D) the name and type of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.04.htm - 8K - Match Info - Similar pages
31-13-3
Section 31-13-3 Definitions. For the purposes of this chapter, the following words shall have the following meanings: (1) ALIEN. Any person who is not a citizen or national of the United States, as described in 8 U.S.C. ยง 1101, et seq., and any amendments thereto. (2) BUSINESS ENTITY. Any person or group of persons employing one or more persons performing or engaging in any activity, enterprise, profession, or occupation for gain, benefit, advantage, or livelihood, whether for profit or not for profit. Business entity shall include, but not be limited to, the following: a. Self-employed individuals, business entities filing articles of incorporation, partnerships, limited partnerships, limited liability companies, foreign corporations, foreign limited partnerships, foreign limited liability companies authorized to transact business in this state, business trusts, and any business entity that registers with the Secretary of State. b. Any business entity that possesses a business...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/31-13-3.htm - 7K - Match Info - Similar pages
10A-8A-4.09
Section 10A-8A-4.09 Limitations of distribution and liability for improper distributions. (a) A limited liability partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability partnership, other than liabilities to partners on account of their transferable interests and liabilities for which the recourse of creditors is limited to specific property of the limited liability partnership, exceed the fair value of the assets of the limited liability partnership, except that the fair value of the property that is subject to a liability for which recourse of creditors is limited shall be included in the assets of the limited liability partnership only to the extent that the fair value of the property exceeds that liability. (b) A partner who consents to a distribution in violation of subsection (a) or the partnership agreement, and who knew at the time of the...
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