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10A-9A-10.11
Section 10A-9A-10.11 Liability of general partner after conversion or merger. (a) A conversion
or merger under this article does not discharge any liability under Sections 10A-9A-4.04 and
10A-9A-6.07 of a person that was a general partner in or dissociated as a general partner
from a converting or constituent limited partnership, but: (1) the provisions of this chapter
pertaining to the collection or discharge of the liability continue to apply to the liability;
(2) for the purposes of applying those provisions, the converted or surviving organization
is deemed to be the converting or constituent limited partnership; and (3) if a person is
required to pay any amount under this subsection: (A) the person has a right of contribution
from each other person that was liable as a general partner under Section 10A-9A-4.04 when
the obligation was incurred and has not been released from the obligation under Section 10A-9A-6.07;
and (B) the contribution due from each of those persons is in...
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10A-9A-10.12
Section 10A-9A-10.12 Power of general partners and persons dissociated as general 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 general partner in a converting or constituent
limited 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 limited partnership under Section 10A-9A-4.02;
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 business is the converting or constituent limited partnership and that the person
is a general partner in the converting or constituent limited partnership. (b) An act of a
person that before a conversion or merger became effective was dissociated...
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10A-8A-9.11
Section 10A-8A-9.11 Liability of partner after conversion or merger. (a) A conversion or merger
under this article does not discharge any liability under Section 10A-8A-3.06, 10A-8A-7.02,
or 10A-8A-7.03 of a person that was a partner in or dissociated as a partner from a converting
or constituent partnership, but: (1) the provisions of this chapter pertaining to the collection
or discharge of the liability continue to apply to the liability; (2) for the purposes of
applying those provisions, the converted or surviving organization is deemed to be the converting
or constituent partnership; and (3) if a person is required to pay any amount under this subsection:
(A) the person has a right of contribution from each other person that was liable as a partner
under Section 10A-8A-3.06 when the obligation was incurred and has not been released from
the obligation under Section 10A-8A-7.02 or 10A-8A-7.03; and (B) the contribution due from
each of those persons is in proportion to the right to...
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10A-9A-10.10
Section 10A-9A-10.10 Restrictions on approval of mergers, conversions and on relinquishing
LLLP status. (a) If a partner of a converting or constituent limited partnership will have
personal liability with respect to a converted or surviving organization, approval and amendment
of a plan of conversion or plan of merger are ineffective without that partner's consent to
the plan. (b) An amendment to a certificate of formation which deletes a statement that the
limited partnership is a limited liability limited partnership is ineffective without each
general partner's written consent to such amendment. (c) A partner does not give the consent
required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement
that permits the partnership agreement to be amended with the consent of fewer than all the
partners. (Act 2016-379, §1.)...
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10A-9A-6.03
Section 10A-9A-6.03 Dissociation as a general partner. A person is dissociated from a limited
partnership as a general partner when any of the following occurs: (1) the limited partnership
has notice of the person's express will to dissociate as a general partner, except that if
the person specifies a dissociation date later than the date the limited partnership had notice,
then the person is dissociated as a general partner on that later date; (2) an event stated
in the partnership agreement as causing the person's dissociation as a general partner occurs;
(3) the person is expelled as a general partner pursuant to the partnership agreement; (4)
the person is expelled as a general partner by the unanimous consent of the other partners
if: (A) it is unlawful to carry on the limited partnership's activities and affairs with the
person as a general partner; (B) there has been a transfer of all of the person's transferable
interest in the limited partnership, other than a transfer for...
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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,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.01.htm - 3K - Match Info - Similar pages
10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise requires,
the following terms mean: (1) AFFILIATE. A person who controls, is controlled by, or is under
common control with another person. An affiliate of an individual includes the spouse, or
a parent or sibling thereof, of the individual, or a child, grandchild, sibling, parent, or
spouse of any thereof, of the individual, or an individual having the same home as the individual,
or a trust or estate of which an individual specified in this sentence is a substantial beneficiary;
a trust, estate, incompetent, conservatee, protected person, or minor of which the individual
is a fiduciary; or an entity of which the individual is director, general partner, agent,
employee or the governing authority or member of the governing authority. (2) ASSOCIATE. When
used to indicate a relationship with: (A) a domestic or foreign entity for which the person
is: (i) an officer or governing person; or (ii) a beneficial...
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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-8A-9.10
Section 10A-8A-9.10 Restrictions on approval of mergers, conversions and on relinquishing LLP
status. (a) If a partner of a converting or constituent partnership will have personal liability
with respect to a converted or surviving organization, approval and amendment of a plan of
conversion or plan of merger are ineffective without that partner's consent to the plan. (b)
A statement of cancellation of the statement of limited liability partnership filed in connection
with a conversion or merger is ineffective without each partner's written consent to such
amendment. (c) A partner does not give the consent required by subsection (a) or (b) merely
by consenting to a provision of the partnership agreement that permits the partnership agreement
to be amended with the consent of fewer than all the partners. (Act 2018-125, §7.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.10.htm - 1K - Match Info - Similar pages
10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
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