10A-9A-4.04
Section 10A-9A-4.04 General partner's liability. (a) Except as otherwise provided in subsections
(b) and (c), all general partners are liable jointly and severally for all debts, obligations,
and liabilities of the limited partnership unless otherwise agreed by the claimant or provided
by law. (b) A person that becomes a general partner of an existing limited partnership is
not personally liable for any debt, obligation, or liability of a limited partnership incurred
before the person became a general partner. (c) A debt, obligation, or liability of a limited
partnership incurred while the limited partnership is a limited liability limited partnership,
whether arising in contract, tort, or otherwise, is solely the debt, obligation, or liability
of the limited partnership. A general partner of a limited liability limited partnership is
not personally liable, directly or indirectly, by way of indemnification, contribution, assessment
or otherwise, for such a debt, obligation, or...
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10A-1-8.04
Section 10A-1-8.04 Merger with or conversion from a foreign entity. (a) One or more foreign
entities may merge with one or more domestic entities in accordance with Section 10A-1-8.02,
and a foreign entity may convert to a domestic entity, or a domestic entity may convert to
a foreign entity in accordance with Section 10A-1-8.01 only if: (1) The merger or conversion
is permitted by the law of the state or country under whose law each foreign entity is formed
and each foreign entity complies with that law in effecting the merger or conversion. (2)
In the case of a conversion, the foreign entity complies with the requirements of Section
10A-1-8.01. (3) In the case of a merger, the foreign entity complies with the requirements
of Section 10A-1-8.02. (b) Upon the merger or conversion taking effect, the surviving foreign
entity of a merger and the foreign converted entity in a conversion is deemed: (1) To consent
that service of process in a proceeding to enforce any obligation or any...
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10A-8A-3.06
Section 10A-8A-3.06 Partner's liability. (a) Except as otherwise provided in subsection (b)
or subsection (c), all partners are liable jointly and severally for all obligations of the
partnership unless otherwise agreed by the claimant or provided by law. (b) A person admitted
as a partner into an existing partnership is not personally liable for any partnership obligation
incurred before the person's admission as a partner. (c) Except as set forth in subsection
(b) of Section 10A-8A-10.02, a debt, obligation, or other liability of a partnership incurred
while the partnership is a limited liability partnership is solely the debt, obligation, or
other liability of the limited liability partnership. Except as set forth in subsection (b)
of Section 10A-8A-10.02, a partner in a limited liability partnership is not personally liable
or accountable, directly or indirectly, including by way of indemnification, contribution,
assessment, or otherwise, for debts, obligations, and liabilities of,...
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10A-8A-4.01
Section 10A-8A-4.01 Partner's rights and duties. (a) Each partner is deemed to have an account
that is: (1) credited with an amount equal to the money plus the value of any other property,
net of the amount of any liabilities, the partner contributes to the partnership and the partner's
share of the partnership profits; and (2) charged with an amount equal to the money plus the
value of any other property, net of the amount of any liabilities, distributed by the partnership
to the partner and the partner's share of the partnership losses provided that a partner shall
not be charged with any share of partnership loss attributable to a debt, obligation, or liability
for which the partner is not personally liable under Section 10A-8A-3.06 unless the loss is
satisfied out of partnership assets. (b) Each partner is entitled to an equal share of the
partnership profits and, subject to the limitations in subsection (a)(2) of this section,
is chargeable with a share of the partnership losses...
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10A-9A-6.07
Section 10A-9A-6.07 Liability to other persons of person dissociated as general partner. (a)
A person's dissociation as a general partner does not of itself discharge the person's liability
as a general partner for a debt, obligation, or liability of the limited partnership incurred
before dissociation. Except as otherwise provided in subsections (b) and (c), the person is
not liable for a limited partnership's debts, obligations, or liabilities incurred after dissociation.
(b) A person whose dissociation as a general partner resulted in a dissolution and winding
up of the limited partnership's activities and affairs is liable to the same extent as a general
partner under Section 10A-9A-4.04 on an obligation incurred by the limited partnership under
Section 10A-9A-8.04. (c) A person that has dissociated as a general partner but whose dissociation
did not result in a dissolution and winding up of the limited partnership's activities and
affairs is liable on a transaction entered into by...
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10A-5-9.02
Section 10A-5-9.02 Requirements for articles of merger; effective date. REPEALED IN THE 2014
REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) If a domestic limited liability
company is merging under this chapter, the domestic limited liability company or other business
entity surviving or resulting from the merger shall file articles of merger in the Office
of the Secretary of State. If a domestic limited liability company is filing the articles
of merger, the articles of merger shall be signed by at least one member of the domestic limited
liability company, and if another business entity is filing the articles of merger, the articles
of merger shall be signed by a person authorized by the other business entity. The articles
of merger shall state all of the following: (1) The name, jurisdiction, and date of formation
or organization of each of the domestic limited liability companies or other business entities
that are to merge. (2) That an agreement of merger has been...
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10A-5-9.03
Section 10A-5-9.03 Vesting of certain rights, privileges, powers, property, liabilities, and
duties. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a)
When any merger has become effective under this chapter, for all purposes of the laws of the
state, all the rights, privileges, and powers of each of the domestic limited liability companies
and other business entities that have merged, and all property, real, personal, and mixed,
and all debts due to any of the domestic limited liability companies and other business entities,
as well as all other things and causes of action belonging to each of the domestic limited
liability companies and other business entities, shall be vested in the surviving or resulting
domestic limited liability company or other business entity, and shall thereafter be the property
of the surviving or resulting domestic limited liability company or other business entity
as they were of each of the domestic limited liability...
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10A-2A-17.03
Section 10A-2A-17.03 Certain amendments and transactions; votes required. (a) Unless the certificate
of incorporation requires a greater vote, in addition to any other approval of stockholders
required under this chapter, the approval of at least two-thirds of the votes entitled to
be cast thereon, and, if any class or series of stock is entitled to vote as a separate group
thereon, the approval of at least two-thirds of the votes entitled to be cast by that voting
group, shall be required for a corporation that is not a benefit corporation to: (1) amend
its certificate of incorporation to include a statement that it is subject to this article;
or (2)(i) merge with or into another entity, or effect a conversion, if, as a result of the
merger or conversion, the stock of any voting group would become, or be converted into or
exchanged for the right to receive, stock of a benefit corporation or stock or interests in
an entity subject to provisions of organic law analogous to those in this...
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7-9A-102
Section 7-9A-102 Definitions and index of definitions. (a) Article 9A definitions. In this
article: (1) "Accession" means goods that are physically united with other goods
in such a manner that the identity of the original goods is not lost. (2) "Account,"
except as used in "account for," means a right to payment of a monetary obligation,
whether or not earned by performance, (i) for property that has been or is to be sold, leased,
licensed, assigned, or otherwise disposed of, (ii) for services rendered or to be rendered,
(iii) for a policy of insurance issued or to be issued, (iv) for a secondary obligation incurred
or to be incurred, (v) for energy provided or to be provided, (vi) for the use or hire of
a vessel under a charter or other contract, (vii) arising out of the use of a credit or charge
card or information contained on or for use with the card, or (viii) as winnings in a lottery
or other game of chance operated or sponsored by a State, governmental unit of a State, or...

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25-4-51
Section 25-4-51 Rates of contributions, etc., by employers. (a) Contributions. Except as hereinafter
provided and subject to the provisions of Section 25-4-54, every employer shall pay contributions,
or payments in lieu of contributions, equal to the percentages of wages payable or paid as
hereinafter set out, with respect to employment by him. (1) With respect to employment during
calendar years after December 31, 1975, every employer who has been liable to the provisions
of this chapter during a period of time sufficient to have his rate of contribution determined
under the experience rating provisions of Section 25-4-54 shall pay contributions at the rate
prescribed thereby. (2) With respect to employment after December 31, 1975, every employer
who has not been liable to the provisions of this chapter for a sufficient length of time
to have his rate determined under the experience rating provisions of Section 25-4-54 shall
pay contributions at the rate of 2.70 percent of such wages...
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