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10A-9A-4.04
Section 10A-9A-4.04 General partner's liability. (a) Except as otherwise provided in subsections
(b) and (c), all general partners are liable jointly and severally for all debts, obligations,
and liabilities of the limited partnership unless otherwise agreed by the claimant or provided
by law. (b) A person that becomes a general partner of an existing limited partnership is
not personally liable for any debt, obligation, or liability of a limited partnership incurred
before the person became a general partner. (c) A debt, obligation, or liability of a limited
partnership incurred while the limited partnership is a limited liability limited partnership,
whether arising in contract, tort, or otherwise, is solely the debt, obligation, or liability
of the limited partnership. A general partner of a limited liability limited partnership is
not personally liable, directly or indirectly, by way of indemnification, contribution, assessment
or otherwise, for such a debt, obligation, or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-4.04.htm - 1K - Match Info - Similar pages
10A-9A-2.04
Section 10A-9A-2.04 Signing and filing pursuant to judicial order. (a) If a person required
by this chapter to sign a writing or deliver a writing to the Secretary of State for filing
under this chapter does not do so, any other person that is aggrieved by that failure may
petition the designated court, and if none, the circuit court for the county in which the
limited partnership's principal office within this state is located, and if the limited partnership
does not have a principal office within this state then the circuit court for the county in
which the limited partnership's most recent registered office is located, to order: (1) the
person to sign the writing; (2) the person to deliver the writing to the Secretary of State
for filing; or (3) the Secretary of State to file the writing unsigned. (b) If a petitioner
under subsection (a) is not the limited partnership or foreign limited partnership to whom
the writing pertains, the petitioner shall make the limited partnership or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-2.04.htm - 2K - Match Info - Similar pages
10A-8A-1.08
Section 10A-8A-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 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 for...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-1.08.htm - 5K - Match Info - Similar pages
10A-8A-8.07
Section 10A-8A-8.07 Other claims against dissolved partnership. Notwithstanding Sections 10A-1-9.01
and 10A-1-9.22: (a) A dissolved partnership may publish notice of its dissolution and request
that persons with claims against the dissolved partnership present them in accordance with
the notice. (b) The notice authorized by subsection (a) must: (1) be published at least one
time in a newspaper of general circulation in the county in which the dissolved partnership's
principal office in this state is located, and if none, was last located; (2) describe the
information that must be included in a claim and provide a mailing address to which the claim
is to be sent; (3) state that if not sooner barred, a claim against the dissolved partnership
will be barred unless a proceeding to enforce the claim is commenced within two years after
the publication of the notice; and (4) unless the partnership has been throughout its existence
a limited liability partnership, state that the barring of a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-8.07.htm - 5K - Match Info - Similar pages
25-14-5
Section 25-14-5 Registration requirements; limited registration; reciprocity; fees. (a)(1)
A person may not provide, advertise, or otherwise hold itself out as providing professional
employer services in this state unless the person is registered under this chapter to operate
a professional employer organization. (2) Each person desiring to operate as a professional
employer organization shall file with the secretary a completed registration form to include
the following information: a. The name or names under which the professional employer organization
conducts business. b. The address of the principal place of business of the professional employer
organization and the address of each office it maintains in this state. c. The professional
employer organization's taxpayer or employer identification number. d. A list by jurisdiction
of each name under which the professional employer organization has operated in the preceding
five years, including any alternative names, names of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/25-14-5.htm - 8K - Match Info - Similar pages
40-29-24
Section 40-29-24 Surrender of property subject to levy; "person" defined. (a) Requirement.
Except as otherwise provided in subsection (b), any person in possession of (or obligated
with respect to) property or rights to property subject to levy upon which a levy has been
made shall, upon demand of the Commissioner of Revenue or his delegate, surrender such property
or rights (or discharge such obligation) to the Commissioner of Revenue or his delegate, except
such part of the property or rights as is, at the time of such demand, subject to an attachment
or execution under any judicial process. (b) Enforcement of levy. (1) EXTENT OF PERSONAL LIABILITY.
Any person who fails or refuses to surrender any property or rights to property, subject to
levy, upon demand by the Commissioner of Revenue, shall be liable in his own person and estate
to the State of Alabama in a sum equal to the value of the property or rights not so surrendered,
but not exceeding the amount of taxes for the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-29-24.htm - 3K - Match Info - Similar pages
7-1-202
Section 7-1-202 Notice; knowledge. (a) Subject to subsection (f), a person has "notice"
of a fact if the person: (1) Has actual knowledge of it; (2) Has received a notice or notification
of it; or (3) From all the facts and circumstances known to the person at the time in question,
has reason to know that it exists. (b) "Knowledge" means actual knowledge. "Knows"
has a corresponding meaning. (c) "Discover," "learn," or words of similar
import refer to knowledge rather than to reason to know. (d) A person "notifies"
or "gives" a notice or notification to another person by taking such steps as may
be reasonably required to inform the other person in ordinary course, whether or not the other
person actually comes to know of it. (e) Subject to subsection (f), a person "receives"
a notice or notification when: (1) It comes to that person's attention; or (2) It is duly
delivered in a form reasonable under the circumstances at the place of business through which
the contract was made or at...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/7-1-202.htm - 2K - Match Info - Similar pages
7-7-307
Section 7-7-307 Lien of carrier. (a) A carrier has a lien on the goods covered by a bill of
lading or on the proceeds thereof in its possession for charges after the date of the carrier's
receipt of the goods for storage or transportation, including demurrage and terminal charges,
and for expenses necessary for preservation of the goods incident to their transportation
or reasonably incurred in their sale pursuant to law. However, against a purchaser for value
of a negotiable bill of lading, a carrier's lien is limited to charges stated in the bill
or the applicable tariffs or, if no charges are stated, a reasonable charge. (b) A lien for
charges and expenses under subsection (a) on goods that the carrier was required by law to
receive for transportation is effective against the consignor or any person entitled to the
goods unless the carrier had notice that the consignor lacked authority to subject the goods
to those charges and expenses. Any other lien under subsection (a) is...
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10A-8A-8.09
Section 10A-8A-8.09 Disposition of assets, when contributions required. Notwithstanding Section
10A-1-9.12, upon the winding up of a partnership, the assets of the partnership, including
any obligation under Sections 10A-8A-4.03, 10A-8A-4.04, and 10A-8A-4.09, and any contribution
required by this section, shall be applied as follows: (a) Payment, or adequate provision
for payment, shall be made to creditors, including, to the extent permitted by law, partners
who are creditors, in satisfaction of liabilities of the partnership. (b) After a partnership
complies with subsection (a), any surplus must be distributed: (1) first, to each person owning
a transferable interest that reflects contributions made on account of the transferable interest
and not previously returned, an amount equal to the value of the person's unreturned contributions;
and (2) then to each person owning a transferable interest in the proportions in which the
owners of transferable interests share in distributions...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-8.09.htm - 3K - Match Info - Similar pages
10A-9A-7.02
Section 10A-9A-7.02 Transfer of partner's transferable interest. (a) A transfer, in whole or
in part, of a partner's transferable interest: (1) is permissible; (2) does not by itself
cause the partner's dissociation; (3) does not by itself cause a dissolution and winding up
of the limited partnership; and (4) subject to Section 10A-9A-7.04, does not entitle the transferee
to: (A) participate in the management or conduct of the limited partnership's activities and
affairs; or (B) except as otherwise provided in subsection (d), have access to required information,
records, or other information concerning the partnership's activities and affairs. (b) A transferee
has the right to receive, in accordance with the transfer, distributions to which the transferor
would otherwise be entitled. (c) A transferable interest may be evidenced by a certificate
of transferable interest issued by the limited partnership. A partnership agreement may provide
for the transfer of the transferable interest...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-7.02.htm - 2K - Match Info - Similar pages
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