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10A-8A-10.02
Section 10A-8A-10.02 Special rules for limited liability partnerships performing professional
services. (a) A limited liability partnership shall have the power to render professional
services if it complies with the rules of the licensing authority for such profession. (b)
Every individual who renders professional services as a partner or as an employee of a limited
liability partnership shall be liable for any negligent or wrongful act or omission in which
the individual personally participates to the same extent the individual would be liable if
the individual rendered the services as a sole practitioner. (c) Except as otherwise provided
in subsection (b), the personal liability of a partner of any limited liability partnership
engaged in providing professional services shall be governed by Section 10A-8A-3.06. (d) The
personal liability of a partner or employee of a foreign limited liability partnership engaged
in providing professional services shall be determined under the law of...
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10A-1-5.03
Section 10A-1-5.03 Names prohibited. (a) A domestic entity may not have a name and a foreign
filing entity may not register to transact business in this state under a name that is the
same as or not distinguishable on the records of the Secretary of State from: (1) the name
of another existing filing entity or a general partnership that has an effective statement
of partnership, statement of not for profit partnership, or limited liability partnership
under Chapter 8A; (2) the name of a foreign filing entity that has a registration under Article
7; (3) a name that is reserved under Division B. (b) Subsection (a) does not apply if the
other entity or the person for whom the name is reserved consents in writing to the use of
a name not distinguishable on the records of the Secretary of State, and submits an undertaking
in form satisfactory to the Secretary of State to change its name to a name that is distinguishable
on the records of the Secretary of State from the name for which...
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10A-9A-1.08
Section 10A-9A-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 limited 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...
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40-14B-1
Section 40-14B-1 Definitions. As used in this chapter, the following terms shall have the following
meanings: (1) AFFILIATE. An affiliate of another person shall include any of the following:
a. A person who directly or indirectly either: 1. Beneficially owns 15 percent or more of
the outstanding voting securities or other voting ownership interests of the other person,
whether through rights, options, convertible interests, or otherwise; or 2. Controls or holds
power to vote 15 percent or more of the outstanding voting securities or other voting ownership
interests of the other person. b. A person owning 15 percent or more of the outstanding voting
securities or other voting ownership interests of which are directly or indirectly either:
1. Beneficially owned by the other person, whether through rights, options, convertible interests,
or otherwise; or 2. Controlled or held with power to vote by the other person. c. A partnership
or limited liability company in which the other person...
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10A-10-1.15
Section 10A-10-1.15 Merger. (a) For purposes of this section, the following words shall have
the respective meanings ascribed to them: (1) ALABAMA REAL ESTATE INVESTMENT TRUST. A real
estate investment trust organized in compliance with the provisions of this chapter. (2) BUSINESS
TRUST. a. An entity described in Section 10A-16-1.01. b. An unincorporated trust or association,
including an Alabama real estate investment trust, a common-law trust, or a Massachusetts
trust, which is engaged in business and in which property is acquired, held, managed, administered,
controlled, invested, or disposed of for the benefit and profit of any person who may become
a holder of a transferable unit of beneficial interest in the trust. (3) DOMESTIC LIMITED
LIABILITY COMPANY. A limited liability company as defined under the Alabama Limited Liability
Company Law. (4) DOMESTIC LIMITED PARTNERSHIP. A limited partnership as defined under the
Alabama Limited Partnership Law. (5) FOREIGN BUSINESS TRUST. A...
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31-13-3
Section 31-13-3 Definitions. For the purposes of this chapter, the following words shall have
the following meanings: (1) ALIEN. Any person who is not a citizen or national of the United
States, as described in 8 U.S.C. ยง 1101, et seq., and any amendments thereto. (2) BUSINESS
ENTITY. Any person or group of persons employing one or more persons performing or engaging
in any activity, enterprise, profession, or occupation for gain, benefit, advantage, or livelihood,
whether for profit or not for profit. Business entity shall include, but not be limited to,
the following: a. Self-employed individuals, business entities filing articles of incorporation,
partnerships, limited partnerships, limited liability companies, foreign corporations, foreign
limited partnerships, foreign limited liability companies authorized to transact business
in this state, business trusts, and any business entity that registers with the Secretary
of State. b. Any business entity that possesses a business...
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34-14A-2
Section 34-14A-2 Definitions. As used in this chapter, the following terms shall have the following
meanings, respectively, unless the context clearly indicates otherwise: (1) ADVISORY COUNCIL.
The Alabama Construction Trade Advisory Council. (2) BOARD. The Home Builders Licensure Board.
(3) COST OF THE UNDERTAKING. The total cost of the materials, labor, supervision, overhead,
and profit. (4) HOMEOWNER. A person who owns and resides in or intends to reside in a structure
constructed or remodeled by a licensee of the board, or who contracts with a licensee for
the purchase, construction, repair, improvement, or reimprovement of a structure to be used
as a residence. (5) IMPROVEMENT. Any site-built addition or enhancement attached to or detached
from a residence or structure for use and enjoyment by the homeowner. (6) INACTIVE LICENSE.
A license issued at the request of a licensee, or a building official or a building inspector,
that is renewable, but that is not currently valid. (7)...
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10A-9A-2.01
Section 10A-9A-2.01 Formation of limited partnership; certificate of formation. (a) In order
to form a limited partnership, a person must deliver a certificate of formation for filing
to the Secretary of State. Notwithstanding Section 10A-1-3.05, the certificate of formation
shall set forth: (1) the name of the limited partnership, which must comply with Article 5
of Chapter 1; (2) the address of the registered office required by Article 5 of Chapter 1;
(3) the name of the registered agent at the registered office as required by Article 5 of
Chapter 1; (4) the name and the street and mailing address of each general partner; (5) whether
the limited partnership is a limited liability limited partnership; (6) any additional information
required by Article 8 of Chapter 1 or by Article 10 of this chapter; and (7) any other matters
the partners determine to include therein which comply with Section 10A-9A-1.08. (b) A limited
partnership is formed when the certificate of formation becomes...
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39-2-12
Section 39-2-12 Partial and final payments of contractors by awarding authorities. (a) As used
in this section the following words shall have the meanings ascribed to them as follows: (1)
CONTRACTOR. Any natural person, partnership, company, firm, corporation, association, limited
liability company, cooperative, or other legal entity licensed by the Alabama State Licensing
Board for General Contractors. (2) NONRESIDENT CONTRACTOR. A contractor which is neither a.
organized and existing under the laws of the State of Alabama, nor b. maintains its principal
place of business in the State of Alabama. A nonresident contractor which has maintained a
permanent branch office within the State of Alabama for at least five continuous years shall
not thereafter be deemed to be a nonresident contractor so long as the contractor continues
to maintain a branch office within Alabama. (3) RETAINAGE. That money belonging to the contractor
which has been retained by the awarding authority conditioned on...
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40-9B-3
Section 40-9B-3 Definitions. (a) For purposes of this chapter, the following words and phrases
mean: (1) ABATE, ABATEMENT. A reduction or elimination of a taxpayer's liability for tax or
payments required to be made in lieu thereof. An abatement of transaction taxes imposed under
Chapter 23 of this title, or payments required to be made in lieu thereof, shall relieve the
seller from the obligation to collect and pay over the transaction tax as if the sale were
to a person exempt, to the extent of the abatement, from the transaction tax. (2) ALTERNATIVE
ENERGY RESOURCES. The definition given in Section 40-18-1. (3) CONSTRUCTION RELATED TRANSACTION
TAXES. The transaction taxes imposed by Chapter 23 of this title, or payments required to
be made in lieu thereof, on tangible personal property and taxable services incorporated into
an industrial development property, the cost of which may be added to capital account with
respect to the property, determined without regard to any rule which...
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