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 In this chapter: REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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-5-1.03
Section 10A-5-1.03 Powers. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. Unless its certificate of formation provides otherwise, every limited liability company has perpetual duration and succession in its name and has , without limitation, all powers enumerated in Chapter 1, including Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13. (Acts 1993, No. 93-724, p. 1425, §4; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-4; amended and renumbered by Act 2009-513, p. 967, §213.)...
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10A-5-1.04
Section 10A-5-1.04 Indemnification. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. Unless its certificate of formation provides otherwise, every limited liability company has the power to indemnify a member, manager, or employee or former member, manager, or employee of the limited liability company against expenses actually and reasonably incurred in connection with the defense of an action, suit, or proceeding, civil or criminal, in which the member, manager, or employee is made a party by reason of being or having been a member, manager, or employee of the limited liability company, except in relation to matters as to which the member, manager, or employee is determined in the action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty; to make any other indemnification that is authorized by the governing documents of the limited liability company or by a resolution adopted by the members after notice, unless...
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10A-5-2.05
Section 10A-5-2.05 Pre-formation transactions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. A limited liability company may not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the certificate of formation has been filed. Persons engaged in prefiling activities other than those authorized by this section shall be jointly and severally liable for any debts or liabilities incurred in the course of those activities as provided in Section 10A-5-1.05. In no event shall the activities of an organizer authorized under this chapter result in liability for such person under this section. This section shall not be interpreted to invalidate any debts, contracts, or liabilities of the limited liability company incurred on behalf of the limited liability company prior to the filing of its certificate of formation. (Act 2009-513, p. 967, §222.)...
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10A-5-7.06
Section 10A-5-7.06 Articles of dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) After the dissolution of the limited liability company pursuant to Section 10A-5-7.01, the limited liability company shall file articles of dissolution in the office of the judge of probate of the county in which the certificate of formation was filed. The articles of dissolution shall set forth: (1) The name of the limited liability company. (2) The date of filing its certificate of formation. (3) The reason for filing the articles of dissolution. (4) The effective date of the articles of dissolution, which shall be a date certain, if they are not to be effective immediately. (5) Any other information the members or managers filing the articles deem appropriate. (b) The articles of dissolution and two copies shall be delivered to the judge of probate. If the judge of probate finds that the articles of dissolution conform to law and that all fees prescribed in...
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19-1A-15
Section 19-1A-15 (Effective January 1, 2018) Fiduciary duty and authority. (a) The legal duties imposed on a fiduciary charged with managing tangible property apply to the management of digital assets, including: (1) the duty of care; (2) the duty of loyalty; and (3) the duty of confidentiality. (b) A fiduciary's or a designated recipient's authority with respect to a digital asset of a user: (1) except as otherwise provided in Section 19-1A-4, is subject to the applicable terms of service; (2) is subject to other applicable law, including copyright law; (3) in the case of a fiduciary, is limited by the scope of the fiduciary's duties; and (4) may not be used to impersonate the user. (c) A fiduciary with authority over the property of a decedent, protected person, principal, or settlor has the right to access any digital asset in which the decedent, protected person, principal, or settlor had a right or interest and that is not held by a custodian or subject to a terms-of-service...
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10-15-5
Section 10-15-5 Nonexclusive application of chapter. All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011. (Act 2000-211, p. 279, §4.)...
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10-9B-1201
Section 10-9B-1201 Construction and application. All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011. (Act 97-921, 1st Ex. Sess., p. 335, §1.)...
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10-9B-201
Section 10-9B-201 Certificate of limited partnership. All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011. (Act 97-921, 1st Ex. Sess. p. 335, §1.)...
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10-9B-202
Section 10-9B-202 Amendment to certificate. All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011. (Act 97-921, 1st Ex. Sess. p. 335, §1.)...
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