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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...
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34-33-1
Section 34-33-1 Definitions. For purposes of this chapter, the following words and phrases
shall have the meanings respectively ascribed in this section: (1) CERTIFICATE HOLDER. An
individual who is listed on the State Fire Marshal's permit as the responsible managing owner,
partner, officer or employee who is actively in charge of the work of the certified fire protection
sprinkler contractor. (2) CERTIFIED FIRE PROTECTION SPRINKLER CONTRACTOR. Any fire protection
sprinkler contractor who has qualified and received a permit from the State Fire Marshal.
(3) FIRE PROTECTION SPRINKLER CONTRACTOR I. An individual, partnership, corporation, association,
or joint venture engaged in the business of layout, installation, repair, alteration, addition,
maintenance, or inspection of all fire protection sprinkler systems. This does not include
local building officials, fire inspectors, or insurance inspectors when acting in their official
capacity. (4) FIRE PROTECTION SPRINKLER CONTRACTOR II. An...
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35-8A-103
Section 35-8A-103 Definitions. In the declaration and bylaws, unless specifically provided
otherwise or the context otherwise requires, and in this chapter, the following terms are
defined as set forth below: (1) AFFILIATE OF A DECLARANT. Any person who controls, is controlled
by, or is under common control with a declarant. A person "controls" a declarant
if the person (i) is a general partner, officer, director, or employer of the declarant, (ii)
directly or indirectly or acting in concert with one or more other persons, or through one
or more subsidiaries, owns, controls, holds with power to vote, or holds proxies representing
more than 20 percent of the voting interest in the declarant, (iii) controls in any manner
the election of a majority of the directors of the declarant, or (iv) has contributed more
than 20 percent of the capital of the declarant. A person "is controlled by" a declarant
if the declarant (i) is a general partner, officer, director, or employer of the person,...
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10A-9A-4.06
Section 10A-9A-4.06 Management rights of general partner. (a) Each general partner has equal
rights in the management and conduct of the limited partnership's activities and affairs.
Except as expressly provided in this chapter, any matter relating to the activities and affairs
of the limited partnership is decided exclusively by the general partner or, if there is more
than one general partner, by a majority of the general partners. (b) The consent of all of
the partners is necessary to: (1) amend the partnership agreement; (2) amend the certificate
of formation to add or delete a statement that the limited partnership is a limited liability
limited partnership; and (3) sell, lease, exchange, or otherwise dispose of all, or substantially
all, of the limited partnership's property, with or without the good will, other than in the
usual and regular course of the limited partnership's activities and affairs. (c) A limited
partnership shall reimburse a general partner for payments made...
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25-14-3
Section 25-14-3 Definitions. As used in this chapter, the following terms shall have the following
meanings: (1) ADMINISTRATIVE FEE. The fee charged to a client by a professional employer organization
for professional employer services. The term does not include any amount of a fee by the professional
employer organization that is for wages and salaries, benefits, workers' compensation, payroll
taxes, withholding, or other assessments paid by the professional employer organization to
or on behalf of covered employees under the professional employer agreement. (2) CLIENT. A
person or entity that enters into a professional employer agreement with a professional employer
organization, including a worksite employer. (3) CONTROLLING PERSON. Any of the following:
a. An officer or director of a corporation operating as a professional employer organization,
a shareholder holding 25 percent or more of the voting stock of a corporation operating as
a professional employer organization, or a...
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10A-5-1.02
Section 10A-5-1.02 Definitions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. As used in this chapter, unless the context otherwise requires, the following
terms mean: (1) ARTICLES OF ORGANIZATION. The filing instrument provided for by Section 10A-5-2.01,
or, if it has been amended or restated, as most recently amended or restated. In the case
of a foreign limited liability company, the term includes all documents serving a similar
function that are required to be filed to form the limited liability company in the state
or other jurisdiction where it is organized. The term articles of organization as used in
this chapter is synonymous with the term certificate of formation as defined in Section 10A-1-1.03(6).
In this chapter, the use of the term certificate of formation shall be deemed to include articles
of organization, and vice-versa. Together with the operating agreement, the articles of organization
or certificate of formation of a limited...
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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, ยง222.)...
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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...
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33-5-53
Section 33-5-53 Boater safety certification; application fee; examinations; exemptions. (a)
Every person who applies for a boater safety certification under this article, except as otherwise
provided in this subsection, shall pay a five dollar ($5) application fee and be given either
a certificate of exemption from examination if applicable, or will be given an examination,
either written or oral, before applying to the judge of probate or license commissioner for
the issuance of the certification. No person shall be eligible for, or issued, an exemption
from examination in the event the person is convicted, on or after April 28, 1994, of violating
any crime relating to the operation of a vessel, whether contained in this article or otherwise,
for which a person's boater safety certification or vessel operating privileges shall be suspended
or revoked pursuant to this article. The person shall first apply to either the officer, state
trooper, or duly authorized agent of the Director of...
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10A-1-3.21
Section 10A-1-3.21 Rights of governing persons in certain cases. (a) In discharging a duty
or exercising a power, a governing person, including a governing person who is a member of
a committee, in good faith and with ordinary care, may rely on information, opinions, reports,
or statements, including financial statements and other financial data, concerning a domestic
entity or another person and prepared or presented by: (1) an officer or employee of the entity;
(2) legal counsel; (3) a public accountant or certified public accountant; (4) an investment
banker; (5) a person who the governing person reasonably believes possesses professional expertise
in the matter; or (6) a committee of the governing authority of which the governing person
is not a member. (b) A governing person may not in good faith rely on the information described
by subsection (a) if the governing person has knowledge of a matter that makes the reliance
unwarranted. (c) A governing person held liable on a claim is...
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