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10A-9A-1.06
Section 10A-9A-1.06 Governing law. (a) The law of this state governs: (1) the organization
and internal affairs of a limited partnership; (2) the liability of a partner as a partner
for the debts, obligations, or other liabilities of a limited partnership; and (3) the authority
of the partners of a limited partnership. (b) The law of the state or other jurisdiction under
which a foreign limited partnership is formed governs: (1) the organization and internal affairs
of a foreign limited partnership; (2) the liability of a partner as a partner for the debts,
obligations, or other liabilities of a foreign limited partnership; and (3) the authority
of the partners of a foreign limited partnership. (Act 2016-379, ยง1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-1.06.htm - 1K - Match Info - Similar pages
10A-1-7.01
Section 10A-1-7.01 Foreign entities required to register. (a)(1) For purposes of this Article
7, the terms register, registering, and registered include (i) a foreign entity other than
a foreign limited liability partnership delivering to the Secretary of State for filing an
application for registration and the Secretary of State filing the application for registration,
and (ii) a foreign limited liability partnership delivering to the Secretary of State for
filing a statement of foreign limited liability partnership and the Secretary of State filing
the statement of foreign limited liability partnership. (2) For purposes of this Article 7,
the term registration includes (i) a filed application for registration and (ii) a filed statement
of foreign limited liability partnership. (b) For purposes of this Article 7, the terms transact
business and transacting business shall include conducting a business, activity, not for profit
activity, and any other activity, whether or not for...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-7.01.htm - 1K - Match Info - Similar pages
10A-2-11.05
Section 10A-2-11.05 Articles of merger or share exchange. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
After a plan of merger or share exchange is approved by the shareholders, or adopted by the
board of directors if shareholder approval is not required, the surviving or acquiring corporation
shall deliver to the Secretary of State for filing articles of merger or share exchange setting
forth: (1) The plan of merger or share exchange; (2) If shareholder approval was not required,
a statement to that effect; (3) If approval of the shareholders of one or more corporations
party to the merger or share exchange was required: (i) The designation, number of outstanding
shares, and number of votes entitled to be cast by each voting group entitled to vote separately
on the plan as to each corporation; and (ii) Either the total number of votes cast for and
against the plan by each voting group entitled to vote...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-11.05.htm - 1K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-2.01.htm - 2K - 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-2.02
Section 10A-8A-2.02 Statement of partnership; statement of not for profit partnership. (a)
A partnership other than a partnership that has an effective statement of not for profit partnership
or an effective statement of limited liability partnership on file with the Secretary of State
may deliver to the Secretary of State for filing a statement of partnership for the purpose
of having its partnership agreement governed by the laws of this state in accordance with
Section 10A-8A-1.06(d) and providing notice of its existence in accordance with Section 10A-8A-1.03(d)(1).
A statement of partnership must contain all of the following: (1) the name of the partnership
which name must comply with Article 5 of Chapter 1; (2) the date that the partnership was
formed pursuant to, or became governed by, the laws of this state; (3) the street and mailing
address of its principal office; (4) the street and mailing address of a registered office
and the name of the registered agent at that office for...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-2.02.htm - 4K - 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
16-44A-18
Section 16-44A-18 Organization of compact as voluntary public-private partnership constituted
as not-for-profit public corporation; affirmative action required in initial membership invitations;
filing of papers for incorporation of compact. (a) The compact shall be organized as a voluntary
public-private partnership and shall be constituted as a not-for-profit public corporation.
The members of the Joint Legislative Committee on Southern Leadership Goals created under
Act No. 94-55, SJR 12, 1994 Regular Session, shall effectuate the filing of papers for the
incorporation of the compact as provided in subsection (b). Upon the filing of the documents
with the Secretary of State, and until the election of the officers and board of directors
at the annual membership meeting on September 17, 1994, as provided in subsection (b) of Section
16-44A-3 of the compact, the members of the committee shall then be officially constituted
as an interim board of directors and specifically shall extend...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/16-44A-18.htm - 2K - Match Info - Similar pages
10A-1-5.31
Section 10A-1-5.31 Designation and maintenance of registered agent and registered office. (a)
Each filing entity and each foreign filing entity with a registration under Article 7, and
each general partnership that has an effective statement of partnership, statement of not
for profit partnership, or statement of limited liability partnership on file with the Secretary
of State in accordance with Chapter 8A, shall designate and continuously maintain in this
state: (1) a registered agent; and (2) a registered office. (b) A registered agent: (1) is
an agent of the entity on which may be served any process, notice, or demand required or permitted
by law to be served on the entity; (2) may be: (A) an individual who is a resident of this
state; or (B) a domestic entity or a foreign entity that is registered to transact business
in this state; and (3) must maintain a business office at the same address as the entity's
registered office. (c) The registered office: (1) must be located at a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-5.31.htm - 1K - 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...
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