10A-9A-7.04
Section 10A-9A-7.04 Power of personal representative of deceased partner. If a partner dies, the deceased partner's personal representative or other legal representative may: (a) for the period of time that the deceased partner's personal representative or other legal representative holds the deceased partner's transferable interest: (1) exercise the rights of a holder of transferable interests under this chapter; (2) exercise the rights of a transferee under Section 10A-9A-7.02; and (3) for purposes of settling the estate, exercise the rights of a current limited partner under Section 10A-9A-3.04; and (b) for the period of time that the deceased partner's personal representative or other legal representative does not hold the deceased partner's transferable interest, for purposes of settling the estate, exercise the rights of a person dissociated as a limited partner under Section 10A-9A-3.04. (Act 2016-379, ยง1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-7.04.htm - 1K - Match Info - Similar pages
10A-8A-8.03
Section 10A-8A-8.03 Right to wind up business or not for profit activity. (a) If a dissolved partnership has a partner or partners that have not dissociated, that partner or those partners shall wind up the business or not for profit activity of the partnership and shall have the powers set forth in Section 10A-8A-8.04. A person whose dissociation as a partner resulted in the dissolution of the partnership may participate in the winding up as if still a partner, unless the dissociation was wrongful. (b) If a dissolved partnership does not have a partner and no person has the right to participate in winding up under subsection (a), the personal or legal representative of the last person to have been a partner may wind up the partnership's business or not for profit activity. If the representative does not exercise that right, a person to wind up the partnership's business or not for profit activity may be appointed by the affirmative vote or consent of transferees owning a majority of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-8.03.htm - 3K - Match Info - Similar pages
10A-8A-9.11
Section 10A-8A-9.11 Liability of partner after conversion or merger. (a) A conversion or merger under this article does not discharge any liability under Section 10A-8A-3.06, 10A-8A-7.02, or 10A-8A-7.03 of a person that was a partner in or dissociated as a partner from a converting or constituent partnership, but: (1) the provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability; (2) for the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent partnership; and (3) if a person is required to pay any amount under this subsection: (A) the person has a right of contribution from each other person that was liable as a partner under Section 10A-8A-3.06 when the obligation was incurred and has not been released from the obligation under Section 10A-8A-7.02 or 10A-8A-7.03; and (B) the contribution due from each of those persons is in proportion to the right to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.11.htm - 3K - Match Info - Similar pages
10A-9A-1.02
Section 10A-9A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter, unless the context otherwise requires, the following terms mean: (1) "CERTIFICATE OF FORMATION" with respect to a limited partnership means the certificate of formation required by Section 10A-9A-2.01, and the certificate of formation as amended or restated. (2) "DISTRIBUTION" except as otherwise provided in Section 10A-9A-5.08(f), means a transfer of money or other property from a limited partnership to another person on account of a transferable interest. (3) "FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP" means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to Section 10A-9A-4.04(c). (4) "FOREIGN LIMITED PARTNERSHIP" means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-1.02.htm - 4K - Match Info - Similar pages
10A-9A-10.11
Section 10A-9A-10.11 Liability of general partner after conversion or merger. (a) A conversion or merger under this article does not discharge any liability under Sections 10A-9A-4.04 and 10A-9A-6.07 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but: (1) the provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability; (2) for the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent limited partnership; and (3) if a person is required to pay any amount under this subsection: (A) the person has a right of contribution from each other person that was liable as a general partner under Section 10A-9A-4.04 when the obligation was incurred and has not been released from the obligation under Section 10A-9A-6.07; and (B) the contribution due from each of those persons is in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.11.htm - 3K - Match Info - Similar pages
10A-9A-4.07
Section 10A-9A-4.07 Right of general partner and former general partner to information. Notwithstanding Sections 10A-1-3.32 and 10A-1-3.33: (a) Subject to subsection (f), a general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours at a reasonable location specified by the limited partnership, required information and any other records maintained by the limited partnership regarding the limited partnership's activities and affairs and financial condition. (b) Subject to subsection (f), each general partner and the limited partnership shall furnish to a general partner: (1) without demand, any information concerning the limited partnership's activities and affairs and activities and affairs reasonably required for the proper exercise of the general partner's rights and duties under the partnership agreement or this chapter; and (2) on demand, any other information concerning the limited partnership's activities...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-4.07.htm - 4K - Match Info - Similar pages
10A-5A-7.06
Section 10A-5A-7.06 Application of assets in winding up limited liability company's activities and affairs. Notwithstanding Section 10A-1-9.12, upon the winding up of a limited liability company, the assets shall be applied as follows: (a) Payment, or adequate provision for payment, shall be made to creditors, including, to the extent permitted by law, members who are creditors, in satisfaction of liabilities of the limited liability company. (b) After a limited liability company complies with subsection (a), any surplus must be distributed: (1) first, to each person owning a transferable interest that reflects contributions made on account of the transferable interest and not previously returned, an amount equal to the value of the person's unreturned contributions; and (2) then to each person owning a transferable interest in the proportions in which the owners of transferable interests share in distributions before dissolution. (c) If the limited liability company does not have...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-7.06.htm - 1K - Match Info - Similar pages
10A-9A-3.04
Section 10A-9A-3.04 Right of limited partner and former limited partner to information. Notwithstanding the provisions of Sections 10A-1-3.32 and 10A-1-3.33: (a) Subject to subsection (g), on 10 days' demand, made in a writing received by the limited partnership, a limited partner may inspect and copy required information during regular business hours and at a reasonable location specified by the limited partnership. The limited partner need not have any particular purpose for seeking the information. (b) Subject to subsection (g), during regular business hours and at a reasonable location specified by the limited partnership, a limited partner may obtain from the limited partnership and inspect and copy true and full information regarding the state of the activities and affairs and financial condition of the limited partnership and other information regarding the activities and affairs of the limited partnership as is just and reasonable if: (1) the limited partner seeks the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-3.04.htm - 5K - Match Info - Similar pages
10A-5A-11.14
Section 10A-5A-11.14 Application of assets in winding up series' activities and affairs. Notwithstanding Section 10A-1-9.12, upon the winding up of a series, the assets of the series shall be applied as follows: (a) Payment, or adequate provision for payment, shall be made to creditors of the series, including, to the extent permitted by law, members who are associated with the series and who are also creditors of the series, in satisfaction of liabilities of the series. (b) After a series complies with subsection (a), any surplus must be distributed: (1) first, to each person owning a transferable interest associated with that series that reflects contributions made on account of that transferable interest and not previously returned, an amount equal to the value of the unreturned contributions; and (2) then to each person owning a transferable interest associated with that series in the proportions in which the owners of transferable interests associated with that series share in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.14.htm - 1K - Match Info - Similar pages
10A-5A-4.09
Section 10A-5A-4.09 Records to be kept; right of members and dissociated members to information. Notwithstanding Sections 10A-1-3.32 and 10A-1-3.33: (a) Each limited liability company shall maintain the following records: (1) A current list of the full name and last known business or residence street address of each member. (2) A copy of the filed certificate of formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any documents have been executed. (3) Copies of the limited liability company's federal, state, and local income tax returns and reports, if any, for the three most recent years. (4) Copies of the then effective limited liability company agreement including any amendments thereto. (5) Copies of any financial statements of the limited liability company for the three most recent years. (b) Subject to subsection (g), on 10 days' notice made in a writing received by the limited liability company, the records set forth in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-4.09.htm - 4K - Match Info - Similar pages
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