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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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11-50-532
Section 11-50-532 Dissolution. When all obligations incurred by the corporation and all bonds
issued by it shall have been paid in full or provision for payment thereof shall have been
made by appropriate, segregation and deposit of funds sufficient for such purposes, then and
in such event the corporation may be dissolved by resolution adopted by vote of a majority
of the board, which resolution shall set out the plan of dissolution and shall designate three
directors who shall act as trustees in dissolution of the corporation. A copy of such resolution,
duly certified by the secretary of the corporation under its seal, shall be filed with the
Secretary of State, and, if it shows compliance with the foregoing requirements, it shall
be recorded by the Secretary of State with the certificate of incorporation. Upon such filing
and recording the corporation shall thereupon stand dissolved, and the trustees in dissolution
named in such resolution shall thereupon proceed to wind up the...
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41-10-623
Section 41-10-623 Incorporation of authority authorized; application; filing. (a) To become
a public corporation and instrumentality of the state with the powers herein provided, the
Governor, the state Commissioner of Revenue, and the Director of Finance shall present to
the Secretary of State of Alabama an application signed by them which shall set forth all
of the following: (1) The name, official designation, and official residence of each of the
applicants, together with a certified copy of the commission evidencing each applicant's right
to office. (2) The date on which each applicant was inducted into office and the term of office
of each applicant. (3) The name of the proposed public corporation, which shall be "Alabama
21st Century Authority." (4) The location of the principal office of the proposed corporation,
which shall be in the City of Montgomery. (5) Any other matter relating to the authority which
the applicants may choose to insert and which is not inconsistent with...
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10A-9A-10.08
Section 10A-9A-10.08 Filings required for merger; effective date. THIS SECTION WAS AMENDED
BY ACT 2019-94 IN THE 2019 REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE
CURRENT CODE SUPPLEMENT. (a) After each constituent organization has approved the plan of
merger, a statement of merger must be signed on behalf of: (1) each constituent limited partnership,
as provided in Section 10A-9A-2.03(a); and (2) each other constituent organization, as provided
by its governing statute. (b) A statement of merger under this section must include: (1) the
name, type of organization, and mailing address of the principal office of each constituent
organization, the jurisdiction of the governing statute of each constituent organization,
and the respective unique identifying numbers or other designations as assigned by the Secretary
of State, if any, of each constituent organization; (2) the name, type of organization, and
mailing address of the principal office of the surviving...
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10A-1-5.33
Section 10A-1-5.33 Change by registered agent of name or address of registered agent. (a) The
registered agent of any entity required by Section 10A-1-5.31 to designate and maintain a
registered agent or registered office may change its name, its address as the address of the
entity's registered office, or both, by delivering to the Secretary of State for filing a
statement of the change in accordance with the procedures in Article 4. (b) The statement
must be signed by the registered agent, or a person authorized to sign the statement on behalf
of the registered agent, and must contain: (1) the name of the entity represented by the registered
agent; (2) the name of the entity's registered agent and the address at which the registered
agent maintained the entity's registered office; (3) if the change relates to the name of
the registered agent, the new name of that agent; (4) if the change relates to the address
of the registered office, the new address of that office; and (5) a...
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24-1A-3
Section 24-1A-3 Incorporation of authority authorized; application; filing; fees. (a) The nine
persons initially designated as members of the authority may become a corporation with the
power and authority provided in this chapter by proceeding according to the provisions of
this chapter. To become a corporation, the persons so designated shall present to the Secretary
of State an application signed by them which shall state: (1) That the applicants propose
to incorporate the authority pursuant to this chapter; (2) The name and official residence
of each of the applicants; (3) The date on which each applicant was appointed as a member
by the Governor and the expiration date of the term for which he was appointed; (4) The name
of the proposed corporation, which shall be "Alabama Housing Finance Authority";
(5) The location of the principal office of the proposed corporation, which shall be in the
City of Montgomery; and (6) Any other matter relating to the authority which the applicants...
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41-10-752
Section 41-10-752 Incorporation of authority authorized; application; filing. (a) To become
a public corporation and instrumentality of the state with the powers herein provided, the
Governor, the State Treasurer, the Speaker of the House of Representatives, the President
Pro Tempore of the Senate, the Secretary of Labor, and the Finance Director shall present
to the Secretary of State of Alabama an application signed by them which shall set forth all
of the following: (1) The name, official designation, and official residence of each of the
applicants, together with a certified copy of the commission evidencing each applicant's right
to office. (2) The date on which each applicant was inducted into office and the term of office
of each applicant. (3) The name of the proposed public corporation, which shall be Alabama
Economic Settlement Authority. (4) The location of the principal office of the proposed corporation,
which shall be in the City of Montgomery. (5) Any other matter...
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10A-8A-8.10
Section 10A-8A-8.10 Reinstatement after dissolution. Notwithstanding Sections 10A-1-9.31 and
10A-1-9.32, a partnership that has been dissolved may be reinstated upon compliance with the
following conditions: (a) the consent shall have been obtained from the partners or other
persons entitled to consent at the time that is: (1) required for reinstatement under the
partnership agreement; or (2) if the partnership agreement does not state the consent required
for reinstatement, sufficient for dissolution under the partnership agreement; or (3) if the
partnership agreement neither states the consent required for reinstatement nor for dissolution,
sufficient for dissolution under this chapter; (b) in the case of a written objection to reinstatement
having been delivered to the partnership before or at the time of the consent required by
subsection (a) by the partners or other persons having authority under the partnership agreement
to bring about or prevent dissolution of the partnership,...
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15-18-179
Section 15-18-179 Application for incorporation; certificate of incorporation; amendment; board
of directors; dissolution; funding; competitive bidding laws not applicable. (a) A public
corporation may be organized as a community punishment and corrections authority pursuant
to this article in any county or group of counties located in one or more judicial circuits.
In order to incorporate the public corporation, any number of natural persons, not less than
three, who are duly qualified electors of a proposed county or counties shall first file a
written application with the county commission or any two or more thereof. The application
shall contain all of the following: (1) The names of each county commission with which the
application is filed. (2) A statement that the applicants propose to incorporate an authority
pursuant to this article. (3) The proposed location of the principal office of the authority.
(4) A statement that each of the applicants is a duly qualified elector of...
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2-6-127
Section 2-6-127 Dissolution of corporation. When all securities issued by the corporation and
all obligations assumed by it under this article shall have been paid in full, the then president
of the corporation shall execute and deliver in the name of and in behalf of the corporation
an appropriate deed, or deeds, to which the seal of the corporation shall be affixed and attested
by the secretary of the corporation, whereby there shall be conveyed to the state all the
buildings, properties, and other assets then owned by the corporation. The then officers and
directors of the corporation shall at such time file with the Secretary of State a written
statement, subscribed and sworn to by each of them, reciting the payment in full of all bonds
issued by the corporation and the execution and delivery of such deed or deeds to the state,
which statement shall be filed by the Secretary of State and recorded with the certificate
of incorporation of the corporation, whereupon the corporation...
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