45-49-23.06
Section 45-49-23.06 Transfer of wholesaler business. (a) Upon written notice of intent to transfer the wholesaler's business, any individual owning or deceased individual who owned an interest in a wholesaler may transfer the wholesaler's business to a designated member, or any other person who meets the nondiscriminatory, material, and reasonable qualifications and standards required by the supplier for Alabama wholesalers. The consent or approval of the supplier shall not be required of any transfer of the wholesaler's business, including the assignment of wholesaler's rights under the agreement, to a designated member or shall not be withheld or unreasonably delayed to a proposed transferee (other than a designated member) who meets such nondiscriminatory, material, and reasonable qualifications and standards. Provided, however, the supplier shall have the burden of proving that the proposed transferee fails to meet such qualifications and standards which are nondiscriminatory,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-49-23.06.htm - 3K - Match Info - Similar pages
10A-5A-8.02
the transferable interest is not fixed by the limited liability company agreement, the limited liability company, 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 company to be the fair value of the transferable interest as of the date of the death, disqualification, or transfer. The offer shall be given to the personal representative of the estate of the deceased member, the disqualified person, or the transferee, as the case may be, and shall be accompanied by a balance sheet of the limited liability company, as of the latest available date and not more than 12 months prior to the making of the offer, and a profit and loss statement of the limited liability company for the 12 months' period ended on the date of the balance sheet. (c) If within 30 days after the date of the written offer from the limited...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-8.02.htm - 7K - Match Info - Similar pages
10A-8A-1.04
Section 10A-8A-1.04 Nature and purpose. (a) A partnership is a separate legal entity. A partnership's status for tax purposes shall not affect its status as a separate legal entity formed under this chapter. A partnership is the same entity regardless of whether the partnership has a statement of limited liability partnership under Section 10A-8A-10.01 stating that the partnership is a limited liability partnership. A partner has no interest in any specific property of a partnership. (b) A partnership may carry on any lawful business and may carry on any lawful not for profit activity if it complies with Section 10A-8A-2.02(b). (Act 2018-125, §7.)...
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10A-8A-1.11
Section 10A-8A-1.11 Required information. A partnership shall maintain the following information: (1) A current list of the full name and last known street and mailing address of each partner, in alphabetical order. (2) Copies of any filed statement. (3) Copies of the partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years. (4) Copies of the then effective partnership agreement and any amendment thereto, in each case to the extent made in a writing. (5) Copies of any financial statement of the partnership for the three most recent years. (6) Unless contained in a partnership agreement made in a writing, a writing stating: (A) the amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner; (B) the times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made; and (C) any...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-1.11.htm - 1K - Match Info - Similar pages
10A-9A-1.04
Section 10A-9A-1.04 Nature and purpose. (a) A limited partnership is a separate legal entity. A limited partnership's status for tax purposes shall not affect its status as a separate legal entity formed under this chapter. A limited partnership is the same entity regardless of whether its certificate of formation states that the limited partnership is a limited liability limited partnership. A partner has no interest in any specific property of a limited partnership. (b) A limited partnership may carry on any lawful activity, whether or not for profit, except a banking or insurance business. (Act 2016-379, §1.)...
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10A-9A-4.08
Section 10A-9A-4.08 General standards of general partner's conduct. (a) The duties that a general partner has to the limited partnership and to the other partners include the duty of loyalty and the duty of care as described in subsections (b) and (c). (b) A general partner's duty of loyalty to the limited partnership and to the other partners includes each of the following: (1) to account to the limited partnership and to hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct or winding up of the limited partnership's activities and affairs or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity; (2) to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities and affairs as or on behalf of a party having an interest adverse to the limited partnership; and (3) to refrain from competing with...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-4.08.htm - 2K - 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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-4.09.htm - 2K - Match Info - Similar pages
10A-9A-1.05
Section 10A-9A-1.05 Powers; indemnification. (a) A limited partnership shall possess and may exercise all the powers and privileges granted and enumerated by Chapter 1 or by any other law or by its partnership agreement, together with any powers incidental thereto, including those powers and privileges necessary or convenient to the conduct, promotion, or attainment of the business, purposes, or activities and affairs of the limited partnership and including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership. (b) A limited partnership may indemnify and hold harmless a partner or other person, pay in advance or reimburse expenses incurred by a partner or other person, and purchase and maintain insurance on behalf of a partner or other person. (Act 2016-379, §1.)...
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10A-5A-1.04
company's status for tax purposes shall not affect its status as a separate legal entity formed under this chapter. (b) A limited liability company shall possess and may exercise all the powers and privileges granted and enumerated by Chapter 1 or by any other law or by its limited liability company agreement, together with any powers incidental thereto, including those powers and privileges necessary or convenient to the conduct, promotion, or attainment of the business, purposes, or activities and affairs of the limited liability company. (c) A limited liability company may carry on any lawful activity, whether or not for profit. (d) A series established under this chapter has the power and capacity, in the series' own name, to: (1) sue and be sued; (2) contract; (3) hold and convey title to assets of the series, including real property, personal property, and intangible property; and (4) grant liens and security interests in assets of the series. (Act 2014-144, p. 265, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-1.04.htm - 1K - Match Info - Similar pages
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
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