10A-8A-8.03
Section 10A-8A-8.03 Right to wind up business or not for profit activity. (a) If a dissolved partnership has a partner or partners that have not dissociated, that partner or those partners shall wind up the business or not for profit activity of the partnership and shall have the powers set forth in Section 10A-8A-8.04. A person whose dissociation as a partner resulted in the dissolution of the partnership may participate in the winding up as if still a partner, unless the dissociation was wrongful. (b) If a dissolved partnership does not have a partner and no person has the right to participate in winding up under subsection (a), the personal or legal representative of the last person to have been a partner may wind up the partnership's business or not for profit activity. If the representative does not exercise that right, a person to wind up the partnership's business or not for profit activity may be appointed by the affirmative vote or consent of transferees owning a majority of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-8.03.htm - 3K - Match Info - Similar pages
10A-8A-8.02
Section 10A-8A-8.02 Effect of dissolution. Notwithstanding Section 10A-1-9.12: (a) A dissolved partnership continues its existence as a partnership but may not carry on any business or not for profit activity except as is appropriate to wind up and liquidate its business or not for profit activity, 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-8A-8.09; and (5) doing every other act necessary to wind up and liquidate its business or not for profit activity. (b) In winding up its business or not for profit activity, a partnership may: (1) deliver to the Secretary of State for filing a statement of dissolution setting forth: (A) The name of the partnership; (B) If the partnership has filed a statement of partnership, a statement of not for profit...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-8.02.htm - 3K - Match Info - Similar pages
10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter 2A. If the governing documents provide for approval of a conversion by less than all of a corporation's stockholders, approval of the conversion shall constitute corporate action subject to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to a general or limited partnership may be effected without the consent in writing of each stockholder who will have personal liability with respect to the converted entity, notwithstanding any provision in the governing documents of the converting corporation providing for less than unanimous stockholder approval for the conversion. b. The...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.01.htm - 18K - Match Info - Similar pages
10A-8A-10.01
Section 10A-8A-10.01 Limited liability partnerships; statements; cancellations. (a) A partnership may be formed as, or may become, a limited liability partnership pursuant to this section. (b) In order to form a limited liability partnership, the original partnership agreement of the partnership shall state that the partnership is formed as a limited liability partnership, and the partnership shall deliver to the Secretary of State for filing a statement of limited liability partnership in accordance with subsection (d) of this section. (c) In order for an existing partnership to become a limited liability partnership, the terms and conditions on which the partnership becomes a limited liability partnership must be approved by the affirmative approval necessary to amend the partnership agreement and, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, also the affirmative approval necessary to amend those provisions, and after...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-10.01.htm - 7K - Match Info - Similar pages
10A-8A-8.07
Section 10A-8A-8.07 Other claims against dissolved partnership. Notwithstanding Sections 10A-1-9.01 and 10A-1-9.22: (a) A dissolved partnership may publish notice of its dissolution and request that persons with claims against the dissolved partnership present them in accordance with the notice. (b) The notice authorized by subsection (a) must: (1) be published at least one time in a newspaper of general circulation in the county in which the dissolved partnership's principal office in this state is located, and if none, was last located; (2) describe the information that must be included in a claim and provide a mailing address to which the claim is to be sent; (3) state that if not sooner barred, a claim against the dissolved partnership will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice; and (4) unless the partnership has been throughout its existence a limited liability partnership, state that the barring of a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-8.07.htm - 5K - Match Info - Similar pages
10A-8A-9.05
Section 10A-8A-9.05 Effect of conversion. (a) When a conversion takes effect: (1) all property and contract rights owned by the converting organization remains vested in the converted organization without transfer, reversion, or impairment and the title to any property vested by deed or otherwise in the converting organization shall not revert or be in any way impaired by reason of the conversion; (2) all debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization and neither the rights of creditors, nor the liens upon the property of the converting organization shall be impaired by the conversion; (3) an action or proceeding pending by or against the converting organization continues as if the conversion had not occurred and the name of the converted entity may, but need not, be substituted for the name of the converting entity in any pending action or proceeding; (4) except as prohibited by...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.05.htm - 4K - 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-1.11
Section 10A-8A-1.11 Required information. A partnership shall maintain the following information: (1) A current list of the full name and last known street and mailing address of each partner, in alphabetical order. (2) Copies of any filed statement. (3) Copies of the partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years. (4) Copies of the then effective partnership agreement and any amendment thereto, in each case to the extent made in a writing. (5) Copies of any financial statement of the partnership for the three most recent years. (6) Unless contained in a partnership agreement made in a writing, a writing stating: (A) the amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner; (B) the times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made; and (C) any...
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10A-8A-1.08
Section 10A-8A-1.08 Effect of partnership agreement; nonwaivable provisions. (a) Except as otherwise provided in subsections (b) and (c): (1) the partnership agreement governs relations among the partners as partners and between the partners and the partnership; and (2) to the extent the partnership agreement does not otherwise provide for a matter described in subsection (a)(1), this chapter governs the matter. (b)(1) To the extent that, at law or in equity, a partner or other person has duties, including fiduciary duties, to a partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement, the partner's or other person's duties may be expanded or restricted or eliminated by provisions in a written partnership agreement, but the implied contractual covenant of good faith and fair dealing may not be eliminated. (2) A written partnership agreement may provide for the limitation or elimination of any and all liabilities for...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-1.08.htm - 5K - Match Info - Similar pages
10A-8A-8.01
Section 10A-8A-8.01 Events of dissolution. A partnership is dissolved, and its business or not for profit activity must be wound up, upon the occurrence of the first of the following events: (1) in a partnership at will, the partnership knows or has notice of a person's express will to dissociate as a partner, other than a partner that has dissociated under Section 10A-8A-6.01(2) through (10), but, if the person has specified a dissociation date later than the date the partnership knew or had notice, on the later date; (2) in a partnership for a definite term or particular undertaking: (i) within 90 days after a partner's dissociation by death or otherwise under Section 10A-8A-6.01(6) through (10), or a partner's wrongful dissociation under Section 10A-8A-6.02(b), at least half of the remaining partners affirmatively consent to dissolve the partnership and wind up the partnership business or not for profit activity, for which purpose a partner's rightful dissociation pursuant to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-8.01.htm - 3K - Match Info - Similar pages
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