Code of Alabama

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27-7-1
with or offering advice directly to a purchaser or prospective purchaser of a particular contract
of insurance concerning any of the substantive benefits, terms, or conditions of the contract,
provided that the person engaged in that act either sells insurance or obtains insurance from
insurers for purchasers. (17) PERSON. An individual or a business entity. (18) PROPERTY LINES
OF AUTHORITY. Any one or more of the following lines as defined in Section 27-7-14.1: Property;
casualty; and personal lines. (19) SELL. To exchange a contract of insurance by any
means, for money or its equivalent, on behalf of an insurance company. (20) SERVICE REPRESENTATIVE.
A natural person, other than an officer, manager, or managing general agent of the insurer,
employed on salary or at an hourly rate by an insurer, managing general agent, or a captive
producer to work for, with or through producers in selling, soliciting, or negotiating insurance
in the insurer or in the insurers represented by the...
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10A-1-7.04
Section 10A-1-7.04 Registration procedure. (a)(1) A foreign entity described in Section 10A-1-7.01(c),
other than a foreign limited liability partnership, registers by delivering to the Secretary
of State for filing an application for registration in accordance with the procedures in Article
4. (2) A foreign limited liability partnership registers by delivering to the Secretary of
State for filing a statement of foreign limited liability partnership in accordance with the
procedures in Article 4. (b) The application for registration of a foreign entity described
in Section 10A-1-7.01(c) other than a foreign limited liability partnership must state: (1)
the foreign entity's name or, if that name is not available for use in this state or otherwise
would not comply with Article 5, a name that satisfies the requirements of Section 10A-1-7.07
under which the foreign entity will transact business in this state; (2) the foreign entity's
type; (3) the foreign entity's jurisdiction of...
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10A-5A-10.07
Section 10A-5A-10.07 Filings required for merger; effective date. (a) After each constituent
organization has approved the plan of merger, a statement of merger must be signed on behalf
of: (1) each constituent limited liability company, as provided in Section 10A-5A-2.04(a);
and (2) each other constituent organization, as provided by its governing statute. (b) A statement
of merger under this section must include: (1) the name, type of organization, and mailing
address of the principal office of each constituent organization, the jurisdiction of the
governing statute of each constituent organization, and the respective unique identifying
number or other designation as assigned by the Secretary of State, if any, of each constituent
organization; (2) the name, type of organization, and mailing address of the principal office
of the surviving organization, the unique identifying number or other designation as assigned
by the Secretary of State, if any, of the surviving organization, the...
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10A-8A-1.06
Section 10A-8A-1.06 Governing law. (a) Except as otherwise provided in subsections (b), (c),
and (d) of this section, the law of the jurisdiction in which the partnership has its principal
office governs the partnership agreement and the relations among the partners and between
the partners and the partnership. (b) The law of this state governs the (i) internal affairs
of a limited liability partnership, including the relations among the partners and between
the partners and the partnership, (ii) the liability of a partner as a partner for the debts,
obligations, or other liabilities of a limited liability partnership, and (iii) the authority
of the partners of a limited liability partnership. (c) The law of the jurisdiction in which
a foreign limited liability partnership has filed its statement of limited liability partnership
or similar writing governs the (i) internal affairs of that foreign limited liability partnership,
including the relations among the partners and between the...
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10A-9A-9.01
may maintain a direct action against another partner or partners or the limited partnership,
with or without an accounting as to the partnership's activities and affairs, to enforce the
partner's rights and otherwise protect the partner's interests, including rights and interests
under the partnership agreement or this chapter or arising independently of the partnership
relationship. (b) A partner maintaining a direct action under subsection (a) must plead and
prove an actual or threatened injury that is not solely the result of an injury
suffered or threatened to be suffered by the limited partnership. (c) A partner may maintain
a direct action to enforce a right of a limited partnership if all partners at the time of
suit are parties to the action. (d) The accrual of, and any time limitation on, a right of
action for a remedy under this section is governed by other law. (e) A right to an accounting
upon a dissolution and winding up does not revive a claim barred by law. (Act...
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7-9A-331
Section 7-9A-331 Priority of rights of purchasers of instruments, documents, and securities
under other articles; priority of interests in financial assets and security entitlements
under Article 8. (a) Rights under Articles 3, 7, and 8 not limited. This article does not
limit the rights of a holder in due course of a negotiable instrument, a holder to which a
negotiable document of title has been duly negotiated, or a protected purchaser of a security.
These holders or purchasers take priority over an earlier security interest, even if perfected,
to the extent provided in Articles 3, 7, and 8. (b) Protection under Article 8. This article
does not limit the rights of or impose liability on a person to the extent that the person
is protected against the assertion of a claim under Article 8. (c) Filing not notice. Filing
under this article does not constitute notice of a claim or defense to the holders, or purchasers,
or persons described in subsections (a) and (b). (Act 2001-481, p....
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8-8-5
Section 8-8-5 Maximum rates of interest - Loans, credit sales, etc., of $2,000 or more to individuals,
corporations, trusts, partnerships, or associations. (a) Any person or persons, corporations,
trust, general partnership or partnerships, limited partnership or partnerships, or association
may agree to pay such rate or rates of interest for the loan or forbearance of money and for
any credit sales as such person, corporation, trust, general partnership, limited partnership,
or association may determine, notwithstanding any law of this state otherwise prescribing
or limiting such rate or rates of interest; provided, that the original principal balance
of the loan or forbearance of money or credit sales is not less than $2,000; provided further,
that all laws relating to unconscionability in consumer transactions including but not limited
to the provisions of Chapter 19 of Title 5, known as the Mini-Code, shall apply to transactions
covered by this section. (b) As to any such loan or...
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10A-1-2.11
Section 10A-1-2.11 General powers. Except as otherwise provided by this title, and whether
or not expressly stated in its governing documents, a domestic entity has the same powers
as an individual to take action necessary or convenient to carry out its business and affairs.
Except as otherwise provided by this title or the governing documents of the entity, the powers
of a domestic entity include the power to: (1) sue, be sued, complain and defend suit in its
entity name; (2) have and alter a seal and use the seal or a facsimile of it by impressing,
affixing, or reproducing it; (3) purchase, lease, or otherwise acquire, receive, own, hold,
improve, use, and deal in and with property or an interest in property; (4) sell, convey,
mortgage, pledge, lease, exchange, and otherwise dispose of property; (5) make contracts and
guaranties; (6) incur liabilities, borrow money, issue notes, bonds, and other obligations
which may be convertible into or include the option to purchase other...
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35-20-5
through or over the common areas, if any. (6) Statements regarding the payment of dues and
assessments to be provided to any person having an interest, upon the payment of reasonable
associated costs. (7) Preparation and submission of the annual budgets of the association
to the members. (8) Any other act a nonprofit corporation is required to do under law. (d)
In addition to the requirements set forth in subsection (c), the organizational documents
of a homeowners' association may provide for the following: (1) Indemnification and insurance
for the association, its officers, and directors. (2) Fidelity bonds for any person or entity
having custody or control of any funds of the association. (3) Periodic audits of the financial
records of the association. (4) Power to acquire real and personal property for the
benefit of the association and its members. (5) Power to hire and discharge managing agents
and other employees, agents, and independent contractors. (Act 2015-292, ยง5.)...
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10A-1-3.12
Section 10A-1-3.12 Procedures to amend certificate of formation. (a) The procedure to adopt
an amendment to the certificate of formation is as provided by the chapter of this title which
applies to the entity, provided that unless the governing documents of the entity or the chapter
of this title which applies to the entity provide otherwise, the governing authorities of
the entity shall have the power, without owner or member action, to adopt one or more amendments
to the entity's certificate of formation: (1) to delete the name and address of organizers
or persons listed in the original certificate of formation as initial governing persons, other
than the name and address of each general partner of a limited partnership; (2) 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; (3) to change the entity name by adding,
deleting, or changing a geographical attribution in the name, or by...
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