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10A-5-6.04
Section 10A-5-6.04 Death or incompetency of member. REPEALED IN THE 2014 REGULAR SESSION BY
ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the governing
documents: (1) If a member who is an individual dies or if a court of competent jurisdiction
adjudges a member to be incompetent to manage the member's person or property, the member's
personal representative, conservator, legal representative, heirs, or legatees may exercise
all the member's financial rights for the purpose of settling the member's estate or administering
the member's property, including any power the member had to transfer the membership interest.
(2) If a member is a corporation, limited liability company, trust, general partnership, limited
partnership, registered limited liability partnership, custodianship, or other entity and
is dissolved or terminated, the financial rights of that member may be exercised by the legal
representative or successor of that member. (b) The personal...
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10A-8A-11.01
Section 10A-8A-11.01 Application to existing relationships. (a) Beginning January 1, 2019,
this chapter governs all partnerships and all foreign partnerships. (b) With respect to a
partnership formed before January 1, 2019, and governed by the laws of this state, the following
rules apply: (1) a registration of a limited liability partnership which is current and effective
as of December 31, 2018, shall remain effective without further action on the part of the
limited liability partnership, and a partnership having the status of a limited liability
partnership, under predecessor law, shall have the status of a limited liability partnership
under this chapter and to the extent such partnership has not filed a statement of limited
liability partnership pursuant to this chapter, the registration or latest annual notice filed
by such partnership under predecessor law shall constitute a statement of limited liability
partnership filed under this chapter; (2) a partnership's partnership...
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10-9C-403
Section 10-9C-403 Limited partnership liable for general partner's actionable conduct. All
provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1,
2011. (Act 2009-621, p. 1805, §1.)...
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10-9C-808
Section 10-9C-808 Liability of general partner and person dissociated as general partner when
claim against limited partnership barred. All provisions of Title 10 have been repealed or
transferred to Title 10A, effective January 1, 2011. (Act 2009-621, p. 1805, §1.)...
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10-9C-606
Section 10-9C-606 Power to bind and liability to limited partnership before dissolution of
partnership of person dissociated as general partner. All provisions of Title 10 have been
repealed or transferred to Title 10A, effective January 1, 2011. (Act 2009-621, p. 1805, §1.)...
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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-9A-10.09
Section 10A-9A-10.09 Effect of merger. THIS SECTION WAS AMENDED BY ACT 2019-94 IN THE 2019
REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
When a merger becomes effective: (1) the surviving organization continues or, in the case
of a surviving organization created pursuant to the merger, comes into existence; (2) each
constituent organization that merges into the surviving organization ceases to exist as a
separate entity; (3) except as provided in the plan of merger all property owned by, and every
contract right possessed by, each constituent organization that ceases to exist vests in the
surviving organization without transfer, reversion, or impairment and the title to any property
and contract rights vested by deed or otherwise in the surviving organization shall not revert,
be in any way impaired, or be deemed to be a transfer by reason of the merger; (4) all debts,
obligations, and other liabilities of each constituent organization,...
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10-12-8
Section 10-12-8 (Applicable to limited liability companies organized after January 1, 1998,
limited liability companies not electing to come under the pre-1997 changes, and to all limited
liability companies after December 31, 2000.) Application of partnership provisions to limited
liability companies; classification for federal income tax purposes. All provisions of Title
10 have been repealed or transferred to Title 10A, effective January 1, 2011. (Acts 1993,
No. 93-724, p. 1425, §8; Act 97-920, 1st Ex. Sess., p. 312, §1; Act 2000-705, p. 1442, §4.)...
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10A-2-1.40
Section 10A-2-1.40 Definitions applicable to business corporations. In this chapter: REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (1) "Articles of incorporation" include amended and restated articles
of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate
of incorporation, including any amended certificate, and also include, except where the context
otherwise requires, articles of merger. The term "articles of incorporations" as
used in this chapter is synonymous with the term "certificate of formation" employed
in Chapter 1. (2) "Authorized shares" means the shares of all classes a domestic
or foreign business corporation is authorized to issue. (3) "Corporation" or "domestic
corporation" means a business corporation, which is not a foreign corporation, incorporated
under or subject to the provisions of this chapter. (4) "Distribution" means a direct
or indirect...
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10A-2-10.02
Section 10A-2-10.02 Amendment by board of directors. REPEALED IN THE 2019 REGULAR SESSION BY
ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Unless
the articles of incorporation provide otherwise, a corporation's board of directors may adopt
one or more amendments to the corporation's articles of incorporation without shareholder
action: (1) To extend the duration of the corporation if it was incorporated at a time when
limited duration was required by law; (2) To delete the names and addresses of the initial
directors; (3) To delete the name and address of the initial registered agent or registered
office, if a statement of change is on file with the Secretary of State; (4) To change each
issued and unissued authorized share of an outstanding class into a greater number of whole
shares if the corporation has only shares of that class outstanding; (5) To change the corporate
name by substituting the word "corporation," or "incorporated," or an...
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