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10A-9A-10.10
Section 10A-9A-10.10 Restrictions on approval of mergers, conversions and on relinquishing
LLLP status. (a) If a partner of a converting or constituent limited partnership will have
personal liability with respect to a converted or surviving organization, approval and amendment
of a plan of conversion or plan of merger are ineffective without that partner's consent to
the plan. (b) An amendment to a certificate of formation which deletes a statement that the
limited partnership is a limited liability limited partnership is ineffective without each
general partner's written consent to such amendment. (c) A partner does not give the consent
required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement
that permits the partnership agreement to be amended with the consent of fewer than all the
partners. (Act 2016-379, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.10.htm - 1K - 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...
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10-9B-1103
Section 10-9B-1103 Conversion of general partnership, corporation, limited liability company,
or foreign limited partnership to limited partnership. All provisions of Title 10 have been
repealed or transferred to Title 10A, effective January 1, 2011. (Act 97-921, 1st Ex. Sess.,
p. 335, §1.)...
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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...
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10A-9A-10.12
Section 10A-9A-10.12 Power of general partners and persons dissociated as general partners
to bind organization after conversion or merger. (a) An act of a person that immediately before
a conversion or merger became effective was a general partner in a converting or constituent
limited partnership binds the converted or surviving organization after the conversion or
merger becomes effective, if: (1) before the conversion or merger became effective, the act
would have bound the converting or constituent limited partnership under Section 10A-9A-4.02;
and (2) at the time the third party enters into the transaction, the third party: (A) does
not have notice of the conversion or merger; and (B) reasonably believes that the converted
or surviving business is the converting or constituent limited partnership and that the person
is a general partner in the converting or constituent limited partnership. (b) An act of a
person that before a conversion or merger became effective was dissociated...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.12.htm - 2K - Match Info - Similar pages
10-9B-1102
Section 10-9B-1102 Conversion of limited partnership to general partnership, corporation or
limited liability company, or foreign limited partnership. All provisions of Title 10 have
been repealed or transferred to Title 10A, effective January 1, 2011. (Act 97-921, 1st Ex.
Sess., p. 335, §1.)...
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10A-9A-10.06
Section 10A-9A-10.06 Merger. (a) A limited partnership may merge with one or more other constituent
organizations pursuant to this section, Sections 10A-9A-10.07 through 10A-9A-10.09, and a
plan of merger, if: (1) the governing statute of each of the other organizations authorizes
the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted any
of those governing statutes; and (3) each of the other organizations complies with its governing
statute in effecting the merger. (b) A plan of merger must be in writing and 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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.06.htm - 2K - 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...
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10A-9A-1.06
Section 10A-9A-1.06 Governing law. (a) The law of this state governs: (1) the organization
and internal affairs of a limited partnership; (2) the liability of a partner as a partner
for the debts, obligations, or other liabilities of a limited partnership; and (3) the authority
of the partners of a limited partnership. (b) The law of the state or other jurisdiction under
which a foreign limited partnership is formed governs: (1) the organization and internal affairs
of a foreign limited partnership; (2) the liability of a partner as a partner for the debts,
obligations, or other liabilities of a foreign limited partnership; and (3) the authority
of the partners of a foreign limited partnership. (Act 2016-379, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-1.06.htm - 1K - Match Info - Similar pages
10A-8A-9.10
Section 10A-8A-9.10 Restrictions on approval of mergers, conversions and on relinquishing LLP
status. (a) If a partner of a converting or constituent partnership will have personal liability
with respect to a converted or surviving organization, approval and amendment of a plan of
conversion or plan of merger are ineffective without that partner's consent to the plan. (b)
A statement of cancellation of the statement of limited liability partnership filed in connection
with a conversion or merger is ineffective without each partner's written consent to such
amendment. (c) A partner does not give the consent required by subsection (a) or (b) merely
by consenting to a provision of the partnership agreement that permits the partnership agreement
to be amended with the consent of fewer than all the partners. (Act 2018-125, §7.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.10.htm - 1K - Match Info - Similar pages
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