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10A-9A-5.02
Section 10A-9A-5.02 Liability for contribution. (a) A partner's obligation to make a contribution
to a limited partnership is not excused by the partner's death, disability, or other inability
to perform personally. (b) If a partner does not make a contribution required by an enforceable
promise, the partner or the partner's estate is obligated, at the election of the limited
partnership, to contribute money equal to the value of the portion of the contribution that
has not been made. The foregoing election shall be in addition to, and not in lieu of, any
other rights, including the right to specific performance, that the limited partnership may
have under the partnership agreement or applicable law. (c) The obligation of a partner to
make a contribution to a limited partnership may be compromised only by consent of all partners.
A conditional obligation of a partner to make a contribution to a limited partnership may
not be enforced unless the conditions of the obligation have been...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-5.02.htm - 1K - Match Info - Similar pages
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 REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE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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19-3A-401
Section 19-3A-401 Character of receipts. (a) For purposes of this section, "entity"
means a corporation, partnership, limited liability company, regulated investment company,
real estate investment trust, common trust fund, or any other organization in which a fiduciary
has an interest other than (1) a trust or decedent's estate to which Section 19-3A-402 applies,
(2) a business or activity to which Section 19-3A-403 applies, or (3) an asset-backed security
to which Section 19-3A-415 applies. (b) Except as otherwise provided in this section, a fiduciary
shall allocate to income money received from an entity. (c) A fiduciary shall allocate the
following receipts from an entity to principal: (1) Property other than money except in cases
when the fiduciary has the choice to receive dividends or similar payments either in cash
or in the shares or similar ownership interests of the corporation or other business entity,
in which case, the fiduciary shall allocate the receipts to income; (2)...
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27-31B-21
Section 27-31B-21 Conversion to or merger with reciprocal insurer. (a) An association captive
insurance company or industrial insured group formed as a stock or mutual corporation may
be converted to or merged with and into a reciprocal insurer in accordance with a plan therefor
and this section. (b) A plan for this conversion or merger shall satisfy both of the following:
(1) Be fair and equitable to the shareholders, in the case of a stock insurer, or the policyholders,
in the case of a mutual insurer. (2) Provide for the purchase of the shares of any nonconsenting
shareholder of a stock insurer or the policyholder interest of any nonconsenting policyholder
of a mutual insurer in substantially the same manner and subject to the same rights and conditions
as are accorded a dissenting shareholder under Article 13, commencing with Section 10-2B-13.01,
of Chapter 2B of Title 10. (c) A conversion authorized under subsection (a) shall satisfy
all of the following: (1) The conversion shall...
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10A-2A-9.15
Section 10A-2A-9.15 Effect of conversion. (a) When a conversion takes effect: (1) all property
and contract rights owned by the converting organization remain vested in the converted organization
without transfer, reversion, or impairment, and the title to any property vested by deed or
otherwise in the converting organization shall not revert or be in any way impaired by reason
of the conversion; (2) all debts, obligations, or other liabilities of the converting organization
continue as debts, obligations, or other liabilities of the converted organization and neither
the rights of creditors, nor the liens upon the property of the converting organization shall
be impaired by the conversion; (3) an action or proceeding pending by or against the converting
organization continues as if the conversion had not occurred and the name of the converted
organization may, but need not, be substituted for the name of the converting organization
in any pending action or proceeding; (4) except as...
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16-25-151
Section 16-25-151 Withdrawal from service; death of participant. (a) On withdrawing from service
pursuant to Section 16-25-14, a member who participated in DROP: (1) Who fulfilled his or
her contractual obligation pursuant to DROP shall receive a lump-sum payment from his or her
DROP account equal to the payments made to that account on his or her behalf plus interest.
Further, the member shall receive his or her accumulated contribution made during participation
in DROP, together with interest for the period of DROP participation as provided in subdivision
(1) of subsection (g) of Section 16-25-14. In lieu of a lump-sum payment from the DROP account,
to the extent eligible under applicable tax laws, the member's total accrued benefit may be
"rolled over" directly to the custodian of an eligible retirement plan. The member
shall also begin receiving his or her monthly benefit which had been paid directly into the
DROP account during his or her participation in DROP. However, the...
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19-3B-1011
Section 19-3B-1011 Interest as general partner. (a) Except as otherwise provided in subsection
(c) or unless personal liability is imposed in the contract, a trustee who holds an interest
as a general partner in a general or limited partnership is not personally liable on a contract
entered into by the partnership after the trust's acquisition of the interest if the fiduciary
capacity was disclosed in the contract or in a statement previously filed pursuant to Chapter
8A or Chapter 9B of Title 10. (b) Except as otherwise provided in subsection (c), a trustee
who holds an interest as a general partner is not personally liable for torts committed by
the partnership or for obligations arising from ownership or control of the interest unless
the trustee is personally at fault. (c) The immunity provided by this section does not apply
if an interest in the partnership is held by the trustee in a capacity other than that of
trustee or is held by the trustee's spouse or one or more of the...
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10A-1-3.05
Section 10A-1-3.05 Certificate of formation. Unless provided otherwise in a chapter of this
title governing a filing entity: (a) The certificate of formation must state: (1) the name
of the filing entity being formed; (2) the type of filing entity being formed; (3) for filing
entities other than limited partnerships, the purpose or purposes for which the filing entity
is formed, which may be stated to be or include any lawful purpose for that type of entity;
(4) the period of duration, if the entity is not formed to exist perpetually; (5) the street
address and, if different, the mailing address of the initial registered office of the filing
entity and the name of the initial registered agent of the filing entity at the office; (6)
the name and address of each: (A) organizer for the filing entity, unless the entity is formed
pursuant to a statement of conversion or merger; or (B) general partner, if the filing entity
is a limited partnership; (7) if the filing entity is formed pursuant...
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10A-5-2.03
Section 10A-5-2.03 Amendment of certificate of formation. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) The certificate of formation may be amended
by delivering the amendment to the judge of probate in whose office the certificate of formation
is filed. The amendment shall set forth: (1) The name of the limited liability company. (2)
The date of filing of the certificate of formation. (3) The amendment(s). (b) Within 30 days
after the happening of any of the following events, an amendment to the certificate of formation
shall be filed to reflect the occurrence of such event or events: (1) There is a change in
the name of the limited liability company. (2) There is a false or erroneous statement in
the certificate of formation. (3) There is a change in the period of duration of the limited
liability company stated in the certificate of formation. (4) The members desire to make a
change in any other statement in the certificate of formation to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-2.03.htm - 1K - Match Info - Similar pages
10A-5-6.04
Section 10A-5-6.04 Death or incompetency of member. REPEALED IN THE 2014 REGULAR SESSION BY
ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the governing
documents: (1) If a member who is an individual dies or if a court of competent jurisdiction
adjudges a member to be incompetent to manage the member's person or property, the member's
personal representative, conservator, legal representative, heirs, or legatees may exercise
all the member's financial rights for the purpose of settling the member's estate or administering
the member's property, including any power the member had to transfer the membership interest.
(2) If a member is a corporation, limited liability company, trust, general partnership, limited
partnership, registered limited liability partnership, custodianship, or other entity and
is dissolved or terminated, the financial rights of that member may be exercised by the legal
representative or successor of that member. (b) The personal...
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