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10A-8A-7.01
Section 10A-8A-7.01 Purchase of transferable interest of a person dissociated as a partner.
(a) If a person is dissociated as a partner from a partnership without resulting in a dissolution
and winding up of the partnership business or not for profit activity under Section 10A-8A-8.01,
the partnership shall cause that person's transferable interest in the partnership owned by
that person at the time of dissociation to be purchased for a buyout price determined pursuant
to subsection (b). (b) The buyout price of the transferable interest owned by the person at
the time of dissociation as a partner is an amount equal to the fair value of that person's
transferable interest as of the date of dissociation. Interest on the buyout price must be
paid from the date of dissociation to the date of payment. (c) Damages for wrongful dissociation
under Section 10A-8A-6.02(b) and (c), and all other amounts owing, whether or not presently
due, from the person dissociated as a partner to the...
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10A-8A-5.02
Section 10A-8A-5.02 Transfer of partner's transferable interest. (a) A transfer, in whole or
in part, of a partner's transferable interest: (1) is permissible; (2) does not by itself
cause the partner's dissociation; (3) does not by itself cause a dissolution and winding up
of the partnership; and (4) subject to Section 10A-8A-5.05, does not entitle the transferee
to: (A) participate in the management or conduct of the partnership's business or not for
profit activity; or (B) except as otherwise provided in subsection (d), have access to required
information, records, or other information concerning the partnership's business or not for
profit activity. (b) A transferee has a right: (1) to receive, in accordance with the transfer,
distributions to which the transferor would otherwise be entitled; (2) to receive upon the
dissolution and winding up of the partnership, in accordance with the transfer, the net amount
otherwise distributable to the transferor; and (3) to seek under Section...
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37-6-18
Section 37-6-18 Dissolution. (a) A cooperative which has not commenced business may dissolve
voluntarily by delivering to the Secretary of State articles of dissolution, executed and
acknowledged on behalf of the cooperative by a majority of the incorporators, which shall
state: (1) The name of the cooperative; (2) The address of its principal office; (3) The date
of its incorporation; (4) That the cooperative has not commenced business; (5) That the amount,
if any, actually paid in on account of membership fees, less any part thereof disbursed for
necessary expenses, has been returned to those entitled thereto and that all easements shall
have been released to the grantors; (6) That no debt of the cooperative remains unpaid; and
(7) That a majority of the incorporators elect that the cooperative be dissolved. Such articles
of dissolution shall be submitted to the Secretary of State for filing as provided in this
chapter. (b) A cooperative which has commenced business may dissolve...
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10A-8A-9.04
Section 10A-8A-9.04 Filings required for conversion; effective date. (a) After a plan of conversion
is approved: (1) if the converting organization is an organization formed under, or its internal
affairs are governed by, the laws of this state, the converting organization shall file a
statement of conversion in accordance with subsection (c), which statement of conversion must
be signed in accordance with Section 10A-8A-2.03 and which must include: (A) the name, type
of organization, and mailing address of the principal office of the converting organization,
and its unique identifying number or other designation as assigned by the Secretary of State,
if any, before conversion; (B) the date of the filing of the certificate of formation of the
converting organization, if any, and all prior amendments and the filing office or offices,
if any, where such is filed; (C) a statement that the converting organization has been converted
into the converted organization; (D) the name and type of...
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10A-9A-8.02
Section 10A-9A-8.02 Effect of dissolution. Notwithstanding Section 10A-1-9.12: (a) A dissolved
limited partnership continues its existence as a limited partnership but may not carry on
any activities and affairs except as is appropriate to wind up and liquidate its activities
and affairs, including: (1) collecting its assets; (2) disposing of its properties that will
not be distributed in kind to persons owning transferable interests; (3) discharging or making
provisions for discharging its liabilities; (4) distributing its remaining property in accordance
with Section 10A-9A-8.09; and (5) doing every other act necessary to wind up and liquidate
its activities and affairs. (b) In winding up its activities and affairs, a limited partnership
may: (1) deliver for filing a statement of dissolution to the Secretary of State setting forth:
(A) The name of the limited partnership; (B) The unique identifying number or other designation
as assigned by the Secretary of State; (C) That the...
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10A-8A-2.02
Section 10A-8A-2.02 Statement of partnership; statement of not for profit partnership. (a)
A partnership other than a partnership that has an effective statement of not for profit partnership
or an effective statement of limited liability partnership on file with the Secretary of State
may deliver to the Secretary of State for filing a statement of partnership for the purpose
of having its partnership agreement governed by the laws of this state in accordance with
Section 10A-8A-1.06(d) and providing notice of its existence in accordance with Section 10A-8A-1.03(d)(1).
A statement of partnership must contain all of the following: (1) the name of the partnership
which name must comply with Article 5 of Chapter 1; (2) the date that the partnership was
formed pursuant to, or became governed by, the laws of this state; (3) the street and mailing
address of its principal office; (4) the street and mailing address of a registered office
and the name of the registered agent at that office for...
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37-7-19
Section 37-7-19 Dissolution. Any corporation created under this chapter may be dissolved by
filing in the Office of the Secretary of State a certificate which shall be entitled and endorsed
"CERTIFICATE OF DISSOLUTION of _____" (the blank space being filled in with the
name of the corporation) and shall state: The name of the corporation and, if such corporation
is a corporation resulting from a consolidation as provided in this chapter, the names of
the original corporation; the date of filing of the certificate of incorporation in the Office
of the Secretary of State and, if such corporation is a corporation resulting from a consolidation
as provided in this chapter, the dates on which the certificates of incorporation of the original
corporations were filed in the Office of the Secretary of State; the fact that the corporation
elects to dissolve; the name and post office address of each of its directors and the name,
title and post office address of each of its officers. Such...
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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-8.03
Section 10A-9A-8.03 Right to wind up activities and affairs. (a) If a dissolved limited partnership
has a general partner or general partners that have not dissociated, that general partner
or those general partners shall wind up the activities and affairs of the limited partnership
and shall have the powers set forth in Section 10A-9A-8.04. (b) If a dissolved limited partnership
does not have a general partner, a person or persons to wind up the dissolved limited partnership's
activities and affairs may be appointed by the consent of a majority of the limited partners.
(c) The designated court, and if none, the circuit court for the county in which the limited
partnership's principal office within this state is located, and if the limited partnership
does not have a principal office within this state then the circuit court for the county in
which the limited partnership's most recent registered office is located, may order judicial
supervision of the winding up of a dissolved limited...
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8-26B-5
Section 8-26B-5 Registration as athlete agent; application; requirements; reciprocal registration.
(a) An applicant for registration as an athlete agent shall submit an application for registration
to the Secretary of State in a form prescribed by the Secretary of State. The applicant must
be an individual, and the application must be signed by the applicant under penalty of perjury.
The application must contain at least the following: (1) the name and date and place of birth
of the applicant and the following contact information for the applicant: (A) the address
of the applicant's principal place of business; (B) work and mobile telephone numbers; and
(C) any means of communicating electronically, including a facsimile number, electronic-mail
address, and personal and business or employer websites; (2) the name of the applicant's business
or employer, if applicable, including for each business or employer, its mailing address,
telephone number, organization form, and the nature of...
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