10A-8A-9.12
Section 10A-8A-9.12 Power of partners and persons dissociated as 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 partner in a converting or constituent 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 partnership under Section 10A-8A-3.01; 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 organization is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership. (b) An act of a person that before a conversion or merger became effective was dissociated as a partner from a converting or constituent partnership...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.12.htm - 2K - Match Info - Similar pages
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
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-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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.11.htm - 3K - 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-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
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-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-9A-6.01
Section 10A-9A-6.01 Dissociation as a limited partner. (a) A person does not have a right to dissociate as a limited partner before the dissolution and winding up of the limited partnership. (b) A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events: (1) an event stated in the partnership agreement as causing the person's dissociation as a limited partner; (2) the person is expelled as a limited partner pursuant to the partnership agreement; (3) the person is expelled as a limited partner by the unanimous consent of the other partners if: (A) it is unlawful to carry on the limited partnership's activities and affairs with the person as a limited partner; (B) there has been a transfer of all of the person's transferable interest in the limited partnership, other than a transfer for security purposes; (C) the person is an organization and, within 90 days after the limited partnership notifies the person that it will be...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-6.01.htm - 4K - Match Info - Similar pages
10A-9A-6.03
Section 10A-9A-6.03 Dissociation as a general partner. A person is dissociated from a limited partnership as a general partner when any of the following occurs: (1) the limited partnership has notice of the person's express will to dissociate as a general partner, except that if the person specifies a dissociation date later than the date the limited partnership had notice, then the person is dissociated as a general partner on that later date; (2) an event stated in the partnership agreement as causing the person's dissociation as a general partner occurs; (3) the person is expelled as a general partner pursuant to the partnership agreement; (4) the person is expelled as a general partner by the unanimous consent of the other partners if: (A) it is unlawful to carry on the limited partnership's activities and affairs with the person as a general partner; (B) there has been a transfer of all of the person's transferable interest in the limited partnership, other than a transfer for...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-6.03.htm - 4K - Match Info - Similar pages
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