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10A-8A-2.01
Section 10A-8A-2.01 Formation of partnership. (a) Except as otherwise provided in subsection
(b), the association of two or more persons: (1) to carry on as co-owners a business for profit
forms a partnership, whether or not the persons intend to form a partnership; or (2) to carry
on any not for profit activity, forms a partnership when (A) the persons intend to form a
partnership and (B) the persons deliver to the Secretary of State for filing a statement of
not for profit partnership in accordance with Section 10A-8A-2.02(b) setting forth
their intention to form a partnership to carry on a not for profit activity. (b) An association
formed under a statute other than this chapter, a predecessor statute, or a comparable statute
of another jurisdiction is not a partnership under this chapter. (c) In determining whether
a partnership is formed under Section 10A-8A-2.01(a)(1), the following rules apply:
(1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-2.01.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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-1.03.htm - 25K - Match Info - Similar pages
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-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of
an entity may be accomplished as provided in this section: (1) CORPORATIONS. a. The
terms and conditions of a plan of conversion of a corporation, other than a nonprofit corporation,
must be approved in accordance with the procedures and by the stockholder vote required by
Article 9 of Chapter 2A. If the governing documents provide for approval of a conversion by
less than all of a corporation's stockholders, approval of the conversion shall constitute
corporate action subject to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion
of a corporation to a general or limited partnership may be effected without the consent in
writing of each stockholder who will have personal liability with respect to the converted
entity, notwithstanding any provision in the governing documents of the converting corporation
providing for less than unanimous stockholder approval for the conversion. b. The...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.01.htm - 18K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-1.02.htm - 4K - Match Info - Similar pages
10A-8A-6.01
Section 10A-8A-6.01 Events causing partner's dissociation. A person is dissociated from
a partnership as a partner upon the occurrence of any of the following events: (1) the partnership
has notice of the person's express will to dissociate as a partner, except that if the person
specifies a dissociation date later than the date the partnership had notice, then the person
is dissociated as a partner on that later date; (2) an event stated in the partnership agreement
as causing the person's dissociation as a partner occurs; (3) the person is expelled as a
partner pursuant to the partnership agreement; (4) the person is expelled as a partner by
the unanimous consent of the other partners if: (A) it is unlawful to carry on the partnership's
business or not for profit activity with the person as a partner; (B) there has been a transfer
of all of the person's transferable interest in the partnership, other than a transfer for
security purposes; (C) the person is an organization and, within...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-5.02.htm - 2K - Match Info - Similar pages
18-1A-3
Section 18-1A-3 Definitions. As used in this chapter, the following terms shall have
the following meanings, respectively, unless the context clearly indicates otherwise: (1)
ACTION. Condemnation action. (2) APPRAISAL. An opinion as to the value of or compensation
payable for property, prepared by the owner or under the direction of an individual qualified
by knowledge, skill, experience, training, or education to express an opinion as to the value
of property. (3) BUSINESS. A lawful activity, whether or not for profit, other than a farm
operation, conducted primarily for the purchase, sale, lease, rental, manufacture, processing,
or marketing of products, commodities, or other property, or for providing services. (4) CONDEMN.
To take property under the power of eminent domain. (5) CONDEMNATION ACTION. Includes all
acts incident to the process of condemning property after commencement of suit until the entry
of final judgment. (6) CONDEMNEE. A person who has or claims an interest in...
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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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-8.02.htm - 3K - Match Info - Similar pages
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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