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10A-1-3.17
Section 10A-1-3.17 Restated certificate of formation. (a) A restated certificate of formation
must accurately state the text of the previous certificate of formation, regardless of whether
the certificate of formation is an original, corrected, or restated certificate, and include:
(1) each previous amendment to the certificate being restated that is carried forward; and
(2) each new amendment to the certificate being restated. (b) A restated certificate of formation
may omit: (1) the name and address of each organizer other than the name and address of each
general partner of a limited partnership; and (2) any other information that may be omitted
under the provisions of this title applicable to the filing entity. (c) A restated certificate
of formation that does not make new amendments requiring owner approval to the certificate
of formation being restated must be accompanied by: (1) a statement that (i) the restated
certificate of formation accurately states the text of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-3.17.htm - 3K - 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-1.02
Section 10A-8A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter,
unless the context otherwise requires, the following terms mean: (1) "Business"
includes every trade, occupation, and profession for profit. (2) "Disqualified person"
means any person who is not a qualified person. (3) "Distribution" except as otherwise
provided in Section 10A-8A-4.09(f), means a transfer of money or other property from a partnership
to another person on account of a transferable interest. (4) "Foreign limited liability
partnership" means a foreign partnership whose partners have limited liability for the
debts, obligations, or other liabilities of the foreign partnership under a provision similar
to Section 10A-8A-3.06(c). (5) "Foreign partnership" means a partnership governed
by the laws of a jurisdiction other than this state which would be a partnership if governed
by the laws of this state. The term includes a foreign limited liability partnership. (6)
"Limited liability...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-1.02.htm - 4K - Match Info - Similar pages
10A-1-5.32
Section 10A-1-5.32 Change by entity of registered office or registered agent. (a) An entity
required to maintain a registered office and registered agent under Section 10A-1-5.31 may
change its registered office, its registered agent, or both, by delivering to the Secretary
of State for filing a statement of the change in accordance with the procedures in Article
4. (b) The statement must contain: (1) the name of the entity; (2) the name of the entity's
registered agent; (3) the street address of the entity's registered agent; (4) if the change
relates to the registered agent, the name of the entity's new registered agent and the new
registered agent's written consent to the appointment, either on the statement or attached
to it; (5) if the change relates to the registered office, the street address of the entity's
new registered office; (6) a recitation that the change specified in the statement is authorized
by the entity; and (7) a recitation that the street address of the...
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10A-1-5.33
Section 10A-1-5.33 Change by registered agent of name or address of registered agent. (a) The
registered agent of any entity required by Section 10A-1-5.31 to designate and maintain a
registered agent or registered office may change its name, its address as the address of the
entity's registered office, or both, by delivering to the Secretary of State for filing a
statement of the change in accordance with the procedures in Article 4. (b) The statement
must be signed by the registered agent, or a person authorized to sign the statement on behalf
of the registered agent, and must contain: (1) the name of the entity represented by the registered
agent; (2) the name of the entity's registered agent and the address at which the registered
agent maintained the entity's registered office; (3) if the change relates to the name of
the registered agent, the new name of that agent; (4) if the change relates to the address
of the registered office, the new address of that office; and (5) a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-5.33.htm - 2K - Match Info - Similar pages
10A-1-3.05
Section 10A-1-3.05 Certificate of formation. Unless provided otherwise in a chapter of this
title governing a filing entity: (a) The certificate of formation must state: (1) the name
of the filing entity being formed; (2) the type of filing entity being formed; (3) for filing
entities other than limited partnerships, the purpose or purposes for which the filing entity
is formed, which may be stated to be or include any lawful purpose for that type of entity;
(4) the period of duration, if the entity is not formed to exist perpetually; (5) the street
address and, if different, the mailing address of the initial registered office of the filing
entity and the name of the initial registered agent of the filing entity at the office; (6)
the name and address of each: (A) organizer for the filing entity, unless the entity is formed
pursuant to a statement of conversion or merger; or (B) general partner, if the filing entity
is a limited partnership; (7) if the filing entity is formed pursuant...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-3.05.htm - 2K - Match Info - Similar pages
10A-9A-8.11
Section 10A-9A-8.11 Certificate of reinstatement. (a) In order to reinstate a limited partnership
under this article, a certificate of reinstatement shall be delivered for filing to the Secretary
of State which certificate of reinstatement shall have attached thereto a true and complete
copy of the limited partnership's certificate of formation. The certificate of reinstatement
shall state: (1) the name of the limited partnership before reinstatement; (2) the name of
the limited partnership following reinstatement, which limited partnership name shall comply
with Section 10A-9A-8.12; (3) the date of formation of the limited partnership; (4) the date
of dissolution of the limited partnership, if known; (5) a statement that all applicable conditions
of Section 10A-9A-8.10 have been satisfied; (6) the address of the registered office and the
name of the registered agent at that address in compliance with Article 5 of Chapter 1; and
(7) the unique identifying number or other designation as...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-8.11.htm - 1K - Match Info - Similar pages
10A-5A-2.04
Section 10A-5A-2.04 Execution of documents - Signing requirements. (a) A writing delivered
to the Secretary of State for filing pursuant to this chapter must be signed as provided by
this section. (1) A limited liability company's initial certificate of formation must be signed
by at least one organizer. (2) A writing signed on behalf of a limited liability company must
be signed by a person authorized by the limited liability company. (3) A writing filed on
behalf of a dissolved limited liability company that has no members must be signed by the
person winding up the limited liability company's activities and affairs under Section 10A-5A-7.03
or a person appointed or designated under Section 10A-5A-7.03 to wind up those activities
and affairs. (4) Any other writing must be signed by the person on whose behalf the writing
is delivered to the Secretary of State. (b) Any writing to be filed under this chapter may
be signed by an agent, including an attorney-in-fact. Powers of attorney...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-2.04.htm - 1K - Match Info - Similar pages
10A-5A-7.08
Section 10A-5A-7.08 Certificate of reinstatement. (a) In order to reinstate a limited liability
company under this article, a certificate of reinstatement shall be delivered for filing to
the Secretary of State which certificate of reinstatement shall have attached thereto a true
and complete copy of the limited liability company's certificate of formation. The certificate
of reinstatement shall state: (1) the name of the limited liability company before reinstatement;
(2) the name of the limited liability company following reinstatement, which limited liability
company name shall comply with Section 10A-5A-7.09; (3) the date of formation of the limited
liability company; (4) the date of dissolution of the limited liability company, if known;
(5) a statement that all applicable conditions of Section 10A-5A-7.07 have been satisfied;
(6) the address of the registered office and the name of the registered agent at that address
in compliance with Article 5 of Chapter 1; and (7) The unique...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-7.08.htm - 1K - Match Info - Similar pages
10A-9A-2.06
Section 10A-9A-2.06 Certificate of existence or authorization. (a) The Secretary of State,
upon request and payment of the requisite fee, shall furnish to any person a certificate of
existence for a limited partnership if the writings filed in the office of the Secretary of
State show that the limited partnership has been formed under the laws of this state. A certificate
of existence shall reflect only the information on file with the Secretary of State. To the
extent writings have been delivered to the Secretary of State, the certificate of existence
must state: (1) the limited partnership's name; (2) that the limited partnership was formed
under the laws of this state, the date of formation, and the filing office in which the certificate
of formation was filed; (3) whether a statement of dissolution of the limited partnership
has been delivered to the Secretary of State for filing; (4) whether the limited partnership
has delivered to the Secretary of State for filing a certificate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-2.06.htm - 3K - Match Info - Similar pages
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