10A-8A-7.01
Section 10A-8A-7.01 Purchase of transferable interest of a person dissociated as a partner.
(a) If a person is dissociated as a partner from a partnership without resulting in a dissolution
and winding up of the partnership business or not for profit activity under Section 10A-8A-8.01,
the partnership shall cause that person's transferable interest in the partnership owned by
that person at the time of dissociation to be purchased for a buyout price determined pursuant
to subsection (b). (b) The buyout price of the transferable interest owned by the person at
the time of dissociation as a partner is an amount equal to the fair value of that person's
transferable interest as of the date of dissociation. Interest on the buyout price must be
paid from the date of dissociation to the date of payment. (c) Damages for wrongful dissociation
under Section 10A-8A-6.02(b) and (c), and all other amounts owing, whether or not presently
due, from the person dissociated as a partner to the...
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10A-8A-10.03
of the transferable interest is not fixed by the partnership agreement, the limited liability
partnership, 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 partnership 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 partner,
the disqualified person, or the transferee, as the case may be, and shall be accompanied by
a balance sheet of the limited liability partnership, 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 partnership for the 12-month period ended on the date of the balance
sheet. (c) If within 30 days after the date of the written offer from the...
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8-6-2
Section 8-6-2 Definitions. When used in this article, unless the context otherwise requires,
the following terms shall have the meanings respectively ascribed to them by this section:
(1) COMMISSION or SECURITIES COMMISSION. The securities commission. (2) AGENT. Any individual
other than a dealer who represents a dealer or issuer in effecting or attempting to effect
sales of securities, but such term does not include an individual who represents an issuer
in: a. Effecting a transaction in a security exempted by subdivisions (1), (2), (3), (4),
(9) or (10) of Section 8-6-10; b. Effecting transactions exempted by Section 8-6-11; or c.
Effecting transactions with existing employees, partners, or directors of the issuer if no
commission or other remuneration is paid or given directly or indirectly for soliciting any
person in this state. A partner, officer, or director of a dealer or issuer is an agent if
he otherwise comes within this definition. (3) DEALER. Any person engaged in the...
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10A-8A-8.07
Section 10A-8A-8.07 Other claims against dissolved partnership. Notwithstanding Sections 10A-1-9.01
and 10A-1-9.22: (a) A dissolved partnership may publish notice of its dissolution and request
that persons with claims against the dissolved partnership present them in accordance with
the notice. (b) The notice authorized by subsection (a) must: (1) be published at least one
time in a newspaper of general circulation in the county in which the dissolved partnership's
principal office in this state is located, and if none, was last located; (2) describe the
information that must be included in a claim and provide a mailing address to which the claim
is to be sent; (3) state that if not sooner barred, a claim against the dissolved partnership
will be barred unless a proceeding to enforce the claim is commenced within two years after
the publication of the notice; and (4) unless the partnership has been throughout its existence
a limited liability partnership, state that the barring of a...
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10A-8A-6.01
or acquiesces to the appointment of a trustee, receiver, or liquidator of the person or of
all or substantially all of the person's property; (8) in the case of a person that is a trust
or is acting as a partner by virtue of being a trustee of a trust, the trust's entire transferable
interest in the partnership is distributed, but not solely by reason of the substitution of
a successor trustee; (9) in the case of a person that is an estate or is acting as a partner
by virtue of being a personal representative of an estate, the estate's entire transferable
interest in the partnership is distributed, but not solely by reason of the substitution of
a successor personal representative; (10) in the case of a person that is not an individual,
the legal existence of the person otherwise terminates; (11) the transfer of a partner's entire
remaining transferable interest to another partner; (12) the transfer of a partner's entire
remaining transferable interest to a transferee upon the...
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10A-9A-6.03
appointment of a trustee, receiver, or liquidator of the person or of all or substantially
all of the person's property; (8) in the case of a person that is a trust or is acting as
a general partner by virtue of being a trustee of a trust, the trust's entire transferable
interest in the limited partnership is distributed, but not merely by reason of the substitution
of a successor trustee; (9) in the case of a person that is an estate or is acting as a general
partner by virtue of being a personal representative of an estate, the estate's entire
transferable interest in the limited partnership is distributed, but not merely by reason
of the substitution of a successor personal representative; (10) in the case of a general
partner that is not an individual, the legal existence of the person otherwise terminates;
(11) the transfer of a general partner's entire remaining transferable interest to another
partner; (12) the transfer of a general partner's entire remaining transferable...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-6.03.htm - 4K - Match Info - Similar pages

10A-9A-6.01
but this subsection (6) shall not apply to a person who is the sole remaining limited partner
of the limited partnership; (7) in the case of a person that is a trust or is acting as a
limited partner by virtue of being a trustee of a trust, the trust's entire transferable interest
in the limited partnership is distributed, but not solely by reason of the substitution of
a successor trustee; (8) in the case of a person that is an estate or is acting as a limited
partner by virtue of being a personal representative of an estate, the estate's entire
transferable interest in the limited partnership is distributed, but not solely by reason
of the substitution of a successor personal representative; (9) in the case of a person
that is not an individual, the legal existence of the person otherwise terminates; (10) the
transfer of a limited partner's entire remaining transferable interest to another partner;
(11) the transfer of a limited partner's entire remaining transferable interest to a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-6.01.htm - 4K - Match Info - Similar pages

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...
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10A-9A-6.05
Section 10A-9A-6.05 Effect of dissociation as general partner. (a) Upon a person's dissociation
as a general partner: (1) the person's right to participate as a general partner in the management
and conduct of the partnership's activities and affairs terminates; (2) the person's duty
to refrain from competing with the limited partnership in the conduct or winding up of the
limited partnership's activities and affairs terminates; (3) the person's following duties
continue only with regard to matters arising and events occurring before the person's dissociation
as a general partner: (A) the duty to account to the limited partnership and hold as trustee
for it any property, profit, or benefit derived by the general partner in the conduct and
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; (B) the duty to refrain from dealing with...
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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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