10A-8A-1.04
Section 10A-8A-1.04 Nature and purpose. (a) A partnership is a separate legal entity. A partnership's status for tax purposes shall not affect its status as a separate legal entity formed under this chapter. A partnership is the same entity regardless of whether the partnership has a statement of limited liability partnership under Section 10A-8A-10.01 stating that the partnership is a limited liability partnership. A partner has no interest in any specific property of a partnership. (b) A partnership may carry on any lawful business and may carry on any lawful not for profit activity if it complies with Section 10A-8A-2.02(b). (Act 2018-125, §7.)...
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10A-8A-8.11
Section 10A-8A-8.11 Certificate of reinstatement. A partnership that has dissolved, has filed a statement of dissolution, and is seeking to reinstate in accordance with Section 10A-8A-8.10, shall deliver to the Secretary of State for filing a certificate of reinstatement in accordance with the following: (a) A certificate of reinstatement shall be delivered to the Secretary of State for filing. The certificate of reinstatement shall state: (1) the name of the partnership before reinstatement; (2) the name of the partnership following reinstatement, which partnership name shall comply with Section 10A-8A-8.12; (3) the date of formation of the partnership; (4) the date of filing its statement of dissolution, and all amendments and restatements thereof, and the office or offices where filed; (5) if the partnership has filed a statement of partnership, a statement of not for profit partnership, a statement of authority, or a statement of limited liability partnership, the unique...
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10A-8A-9.12
Section 10A-8A-9.12 Power of partners and persons dissociated as partners to bind organization after conversion or merger. (a) An act of a person that immediately before a conversion or merger became effective was a partner in a converting or constituent partnership binds the converted or surviving organization after the conversion or merger becomes effective, if: (1) before the conversion or merger became effective, the act would have bound the converting or constituent partnership under Section 10A-8A-3.01; and (2) at the time the third party enters into the transaction, the third party: (A) does not have notice of the conversion or merger; and (B) reasonably believes that the converted or surviving organization is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership. (b) An act of a person that before a conversion or merger became effective was dissociated as a partner from a converting or constituent partnership...
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10A-1-5.03
Section 10A-1-5.03 Names prohibited. (a) A domestic entity may not have a name and a foreign filing entity may not register to transact business in this state under a name that is the same as or not distinguishable on the records of the Secretary of State from: (1) the name of another existing filing entity or a general partnership that has an effective statement of partnership, statement of not for profit partnership, or limited liability partnership under Chapter 8A; (2) the name of a foreign filing entity that has a registration under Article 7; (3) a name that is reserved under Division B. (b) Subsection (a) does not apply if the other entity or the person for whom the name is reserved consents in writing to the use of a name not distinguishable on the records of the Secretary of State, and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable on the records of the Secretary of State from the name for which...
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10A-1-7.23
Section 10A-1-7.23 Late filing fee. The Secretary of State may collect from a foreign filing entity a late filing fee equal to the application for registration fee or the statement of foreign limited liability partnership fee, as applicable, for the foreign filing entity for each year of delinquency if the foreign filing entity has transacted business in this state for more than 90 days. The Secretary of State may condition the effectiveness of a registration on the payment of the late filing fee. (Act 2009-513, p. 967, §64; Act 2018-125, §3.)...
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10A-8-10.10
Section 10A-8-10.10 Professional registered limited liability partnership provisions. REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (Acts 1996, No. 96-528, p. 685, §1; §10-8A-1010; amended and renumbered by Act 2009-513, p. 967, §268.)...
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10A-8A-11.07
Section 10A-8A-11.07 Composite returns. The Alabama Department of Revenue shall promulgate rules and regulations similar to those provided under Section 40-18-176, relating to Alabama S corporations, to permit the filing of annual composite income tax returns for one or more nonresident partners, who are individuals, of a partnership, limited liability partnership, or foreign limited liability partnership with an effective statement of foreign limited liability partnership on file with the Secretary of State, as well as one or more nonresident members, who are individuals, of a limited liability company or foreign limited liability company and one or more nonresident beneficiaries, who are individuals, of a business trust, organized under or recognized by the laws of this state. (Act 2018-125, §7.)...
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10A-8A-4.09
Section 10A-8A-4.09 Limitations of distribution and liability for improper distributions. (a) A limited liability partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability partnership, other than liabilities to partners on account of their transferable interests and liabilities for which the recourse of creditors is limited to specific property of the limited liability partnership, exceed the fair value of the assets of the limited liability partnership, except that the fair value of the property that is subject to a liability for which recourse of creditors is limited shall be included in the assets of the limited liability partnership only to the extent that the fair value of the property exceeds that liability. (b) A partner who consents to a distribution in violation of subsection (a) or the partnership agreement, and who knew at the time of the...
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10A-9A-10.01
Section 10A-9A-10.01 Definitions. Notwithstanding Section 10A-1-1.03, as used in this article, unless the context otherwise requires, the following terms mean: (1) "CONSTITUENT LIMITED PARTNERSHIP" means a constituent organization that is a limited partnership. (2) "CONSTITUENT ORGANIZATION" means an organization that is party to a merger under this article. (3) "CONVERTED ORGANIZATION" means the organization into which a converting organization converts pursuant to this article. (4) "CONVERTING LIMITED PARTNERSHIP" means a converting organization that is a limited partnership. (5) "CONVERTING ORGANIZATION" means an organization that converts into another organization pursuant to this article. (6) "GENERAL PARTNER" means a general partner of a limited partnership. (7) "GOVERNING STATUTE" of an organization means the statute that governs the organization's internal affairs. (8) "ORGANIZATION" means a general partnership, including a limited liability partnership; limited partnership,...
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10A-2A-9.01
Section 10A-2A-9.01 Definitions. As used in this Article 9: Notwithstanding Section 10A-1-1.03, as used in this article, unless the context otherwise requires, the following terms have the following meanings: (1) "Converted organization" means the organization into which a converting organization converts pursuant to this article. (2) "Converting corporation" means a converting organization that is a corporation. (3) "Converting organization" means an organization that converts into another organization pursuant to this article. (4) "Governing statute" of an organization means the statute that governs the organization's internal affairs. (5) "Organization" means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; nonprofit corporation; professional corporation; or any other person having a governing statute. The term includes domestic and foreign...
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