10A-8-10.08
Section 10A-8-10.08 Effect of failure of foreign registered limited liability partnership to
register. REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019.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-1008;
amended and renumbered by Act 2009-513, p. 967, §268.)...
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10A-9A-10.07
Section 10A-9A-10.07 Action on plan of merger by constituent limited partnership. (a) Subject
to Section 10A-9A-10.10, a plan of merger must be consented to by all the partners of a constituent
limited partnership. (b) Subject to Section 10A-9A-10.10 and any contractual rights, after
a merger is approved, and at any time before a filing is made under Section 10A-9A-10.08,
a constituent limited partnership may amend the plan or abandon the merger: (1) as provided
in the plan; and (2) except as prohibited by the plan, with the same consent as was required
to approve the plan. (Act 2016-379, §1.)...
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10A-9A-5.08
Section 10A-9A-5.08 Limitations on distribution and liability for improper distributions. (a)
A limited 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 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 partnership, exceed the fair value of the assets of the limited 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 general partner who
consents to a distribution in violation of subsection (a) or the partnership agreement, and
who knew at the time of the distribution that the distribution...
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27-35-7
Section 27-35-7 Conversion into stock or mutual life insurance company - Provisions for certificate
holders to subscribe to stock. If the fraternal benefit society is to be converted into a
stock life insurer, the plan of conversion shall make reasonable provisions under which each
adult certificate holder of the society shall have the preemptive right to subscribe to and
purchase that proportion of the total authorized capital which the amount of his insurance
bears to the society's total insurance in force at a date to be specified in such plan; except,
that if more than 75 percent of the society's adult certificate holders are residents of this
state, such preemptive right may, in the commissioner's discretion, under the plan be limited
to such residents. (Acts 1927, No. 537, p. 624; Acts 1971, No. 407, p. 707, §733.)...
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10A-5A-10.06
Section 10A-5A-10.06 Action on plan of merger by constituent limited liability company. (a)
Subject to Section 10A-5A-10.09, a plan of merger must be consented to by all the members
of a constituent limited liability company. (b) Subject to Section 10A-5A-10.09 and any contractual
rights, after a merger is approved, and at any time before a filing is made under Section
10A-5A-10.07, a constituent limited liability company may amend the plan or abandon the merger:
(1) as provided in the plan; and (2) except as prohibited by the plan, with the same consent
as was required to approve the plan. (Act 2014-144, p. 265, §1.)...
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10A-9A-6.07
Section 10A-9A-6.07 Liability to other persons of person dissociated as general partner. (a)
A person's dissociation as a general partner does not of itself discharge the person's liability
as a general partner for a debt, obligation, or liability of the limited partnership incurred
before dissociation. Except as otherwise provided in subsections (b) and (c), the person is
not liable for a limited partnership's debts, obligations, or liabilities incurred after dissociation.
(b) A person whose dissociation as a general partner resulted in a dissolution and winding
up of the limited partnership's activities and affairs is liable to the same extent as a general
partner under Section 10A-9A-4.04 on an obligation incurred by the limited partnership under
Section 10A-9A-8.04. (c) A person that has dissociated as a general partner but whose dissociation
did not result in a dissolution and winding up of the limited partnership's activities and
affairs is liable on a transaction entered into by...
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27-7-1
with or offering advice directly to a purchaser or prospective purchaser of a particular contract
of insurance concerning any of the substantive benefits, terms, or conditions of the contract,
provided that the person engaged in that act either sells insurance or obtains insurance from
insurers for purchasers. (17) PERSON. An individual or a business entity. (18) PROPERTY LINES
OF AUTHORITY. Any one or more of the following lines as defined in Section 27-7-14.1: Property;
casualty; and personal lines. (19) SELL. To exchange a contract of insurance by any
means, for money or its equivalent, on behalf of an insurance company. (20) SERVICE REPRESENTATIVE.
A natural person, other than an officer, manager, or managing general agent of the insurer,
employed on salary or at an hourly rate by an insurer, managing general agent, or a captive
producer to work for, with or through producers in selling, soliciting, or negotiating insurance
in the insurer or in the insurers represented by the...
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10A-1-1.06
Section 10A-1-1.06 Synonymous terms. To the extent not inconsistent with the Constitution of
Alabama of 1901, and other statutes of this state wherein the terms may be found, and as the
context requires, in this title or any other statute of this state: (1) a reference to certificate
of formation includes, in the case of a corporation, articles of incorporation, certificate
of incorporation, and charter; in the case of limited partnership, a certificate of limited
partnership and a certificate of formation; in the case of a limited liability company, certificate
of formation and articles of organization; and in the case of a business trust or a real estate
investment trust, declaration of trust and, similarly, a reference to articles of incorporation,
certificate of incorporation, charter, certificate of limited partnership, or articles of
organization includes a certificate of formation; (2) a reference to articles of dissolution
includes statement of dissolution and certificate of...
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10A-9A-2.02
Section 10A-9A-2.02 Amendment or restatement of certificate of formation. Notwithstanding Division
B of Article 3 of Chapter 1: (a) A certificate of formation may be amended at any time. (b)
A certificate of formation may be restated with or without amendment at any time. (c) To amend
its certificate of formation, a limited partnership must deliver a certificate of amendment
for filing to the Secretary of State which certificate of amendment shall state: (1) the name
of the limited partnership; (2) the unique identifying number or other designation as assigned
by the Secretary of State; and (3) the changes the amendment makes to the certificate of formation
as most recently amended or restated. (d) Prior to a statement of dissolution being delivered
to the Secretary of State for filing, a limited partnership shall promptly deliver a certificate
of amendment for filing with the Secretary of State to reflect: (1) the admission of a new
general partner; or (2) the dissociation of a person...
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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...
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