|
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-5A-10.05
Section 10A-5A-10.05 Merger. (a) A limited liability company may merge with one or more other
constituent organizations pursuant to this section, Sections 10A-5A-10.06 through 10A-5A-10.08,
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 number or other designation 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-5A-10.05.htm - 2K - Match Info - Similar pages
10A-2A-11.02
Section 10A-2A-11.02 Merger. (a) A corporation may merge with one or more other constituent
organizations pursuant to this article, 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
number or other designation 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 organization, the unique identifying number or other...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.02.htm - 4K - Match Info - Similar pages
19-3A-401
Section 19-3A-401 Character of receipts. (a) For purposes of this section, "entity"
means a corporation, partnership, limited liability company, regulated investment company,
real estate investment trust, common trust fund, or any other organization in which a fiduciary
has an interest other than (1) a trust or decedent's estate to which Section 19-3A-402 applies,
(2) a business or activity to which Section 19-3A-403 applies, or (3) an asset-backed security
to which Section 19-3A-415 applies. (b) Except as otherwise provided in this section, a fiduciary
shall allocate to income money received from an entity. (c) A fiduciary shall allocate the
following receipts from an entity to principal: (1) Property other than money except in cases
when the fiduciary has the choice to receive dividends or similar payments either in cash
or in the shares or similar ownership interests of the corporation or other business entity,
in which case, the fiduciary shall allocate the receipts to income; (2)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/19-3A-401.htm - 2K - Match Info - Similar pages
10A-1-5.05
Section 10A-1-5.05 Name of limited partnership. (a) The name of a limited partnership or a
foreign limited partnership registered to transact business in this state may contain the
name of any partner. (b) The name of a limited partnership that is not a limited liability
limited partnership must contain the phrase "limited partnership" or "Limited,"
or the abbreviation "L.P.," "LP," or "Ltd." and must not contain
the phrase "limited liability limited partnership" or the abbreviation "LLLP"
or "L.L.L.P." (c) The name of a limited liability limited partnership must contain
the phrase "limited liability limited partnership" or the abbreviation "LLLP"
or "L.L.L.P." and must not contain the abbreviation "L.P.," "LP,"
or "Ltd." (d) Subject to Section 10A-1-7.07, this section applies to any foreign
limited partnership transacting business in this state, having a certificate of authority
to transact business in this state, or applying for a certificate of authority. (e) The name
of a limited...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-5.05.htm - 1K - Match Info - Similar pages
10A-2A-11.04
Section 10A-2A-11.04 Action on a plan of merger or stock exchange. In the case of a corporation
that is a constituent organization or the acquired entity in a stock exchange, the plan of
merger or stock exchange shall be adopted in the following manner: (a) The plan of merger
or stock exchange shall first be adopted by the board of directors. (b) Except as provided
in subsections (h), (j), and (l) and in Section 10A-2A-11.05, the plan of merger or stock
exchange shall then be approved by the stockholders. In submitting the plan of merger or stock
exchange to the stockholders for approval, the board of directors shall recommend that the
stockholders approve the plan or, in the case of an offer referred to in subsection (j)(2),
that the stockholders tender their stock to the offeror in response to the offer, unless (i)
the board of directors makes a determination that because of conflicts of interest or other
special circumstances it should not make a recommendation or (ii) Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.04.htm - 11K - Match Info - Similar pages
10A-10-1.15
Section 10A-10-1.15 Merger. (a) For purposes of this section, the following words shall have
the respective meanings ascribed to them: (1) ALABAMA REAL ESTATE INVESTMENT TRUST. A real
estate investment trust organized in compliance with the provisions of this chapter. (2) BUSINESS
TRUST. a. An entity described in Section 10A-16-1.01. b. An unincorporated trust or association,
including an Alabama real estate investment trust, a common-law trust, or a Massachusetts
trust, which is engaged in business and in which property is acquired, held, managed, administered,
controlled, invested, or disposed of for the benefit and profit of any person who may become
a holder of a transferable unit of beneficial interest in the trust. (3) DOMESTIC LIMITED
LIABILITY COMPANY. A limited liability company as defined under the Alabama Limited Liability
Company Law. (4) DOMESTIC LIMITED PARTNERSHIP. A limited partnership as defined under the
Alabama Limited Partnership Law. (5) FOREIGN BUSINESS TRUST. A...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-10-1.15.htm - 10K - Match Info - Similar pages
22-21-33
Section 22-21-33 Penalties for operation of or referring persons to unlicensed hospital. (a)(1)
Any individual, association, corporation, partnership, limited liability company, or other
business entity who operates or causes to be operated a hospital of any kind as defined in
this article or any rules promulgated hereunder, without having been granted a license by
the State Board of Health shall be guilty of a Class B misdemeanor upon conviction, except
that any individual, association, corporation, partnership, limited liability company, or
other business entity who operates or causes to be operated a hospital of any kind as defined
in this article or any rules promulgated hereunder without having been granted a license by
the State Board of Health shall be guilty of a Class A misdemeanor upon conviction of a second
or any subsequent offense. (2) The State Board of Health, upon determination that a facility
or business is operating as a hospital, within the meaning of this article or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-21-33.htm - 7K - Match Info - Similar pages
10A-1-7.07
Section 10A-1-7.07 Entity name. If the name of a foreign entity does not satisfy the requirements
of Article 5, the foreign entity, for use in this state, may: (1) if a corporation, add to
its corporate name the word "corporation" or "incorporated" or an abbreviation
of one of the words; (2) if a banking corporation, add to its corporate name the words "bank,"
"banking," or "bankers"; (3) if a limited partnership that is not a limited
liability limited partnership, add to its partnership name the word "limited" or
the abbreviation "Ltd." or the phrase "limited partnership" or the abbreviation
"L.P." or "LP" but its name must not contain the phrase "limited
liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P.";
(4) if a limited partnership that is a limited liability limited partnership, add to its partnership
name the phrase "limited liability limited partnership" or the abbreviation "LLLP"
or "L.L.L.P." and must not contain the abbreviation "Ltd.," "L.P.,"
or "LP."...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-7.07.htm - 2K - Match Info - Similar pages
12-21-401
Section 12-21-401 Definitions. In this article: (1) "Foreign jurisdiction" means
a state other than this state. (2) "Foreign subpoena" means a subpoena issued in
a civil action under authority of a court of record of a foreign jurisdiction. (3) "Person"
means an individual, corporation, business trust, estate, trust, partnership, limited liability
company, association, joint venture, public corporation, government, or governmental subdivision,
agency or instrumentality, or any other legal or commercial entity. (4) "State"
means a state of the United States, the District of Columbia, Puerto Rico, the United States
Virgin Islands, a federally recognized Indian tribe, or any territory or insular possession
subject to the jurisdiction of the United States. (5) "Subpoena" means a document,
however denominated, issued in a civil action under authority of a court of record requiring
a person to: (A) Attend and give testimony at a deposition. (B) Produce and permit inspection
and copying of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/12-21-401.htm - 1K - Match Info - Similar pages
|