10A-5A-10.08
Section 10A-5A-10.08 Effect of merger. (a) When a merger becomes effective: (1) the surviving organization continues or, in the case of a surviving organization created pursuant to the merger, comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) except as provided in the plan of merger, all property owned by, and every contract right possessed by, each constituent organization, or series thereof, that ceases to exist vests in the surviving organization without transfer, reversion, or impairment and the title to any property and contract rights vested by deed or otherwise in the surviving organization shall not revert, be in any way impaired, or be deemed to be a transfer by reason of the merger; (4) all debts, obligations, and other liabilities of each constituent organization, or series thereof, other than the surviving organization, are debts, obligations, and other liabilities of the surviving...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.08.htm - 5K - Match Info - Similar pages
10A-9A-10.04
Section 10A-9A-10.04 Filings required for conversion; effective date. THIS SECTION WAS AMENDED BY ACT 2019-94 IN THE 2019 REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After a plan of conversion is approved: (1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), which statement of conversion must be signed in accordance with Section 10A-9A-2.03(a) and which must include: (A) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion; (B) the date of the filing of the certificate of formation of the converting organization, if any, and all prior amendments and the filing office or offices, if any,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.04.htm - 6K - Match Info - Similar pages
10A-9A-4.07
Section 10A-9A-4.07 Right of general partner and former general partner to information. Notwithstanding Sections 10A-1-3.32 and 10A-1-3.33: (a) Subject to subsection (f), a general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours at a reasonable location specified by the limited partnership, required information and any other records maintained by the limited partnership regarding the limited partnership's activities and affairs and financial condition. (b) Subject to subsection (f), each general partner and the limited partnership shall furnish to a general partner: (1) without demand, any information concerning the limited partnership's activities and affairs and activities and affairs reasonably required for the proper exercise of the general partner's rights and duties under the partnership agreement or this chapter; and (2) on demand, any other information concerning the limited partnership's activities...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-4.07.htm - 4K - Match Info - Similar pages
10A-9A-6.05
Section 10A-9A-6.05 Effect of dissociation as general partner. (a) Upon a person's dissociation as a general partner: (1) the person's right to participate as a general partner in the management and conduct of the partnership's activities and affairs terminates; (2) the person's duty to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities and affairs terminates; (3) the person's following duties continue only with regard to matters arising and events occurring before the person's dissociation as a general partner: (A) the duty to account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities and affairs or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity; (B) the duty to refrain from dealing with...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-6.05.htm - 2K - Match Info - Similar pages
10-9A-6.06
Section 10-9A-6.06 Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner. Repealed by Act 2016-379, §5, effective January 1, 2017. (Act 2009-621, p. 1805, §1.)...
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10A-9-8.08
Section 10A-9-8.08 Liability of general partner and person dissociated as general partner when claim against limited partnership barred. Repealed by Act 2016-379, §5, effective January 1, 2017. (Act 2009-621, p. 1805, §1.)...
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10-9C-606
Section 10-9C-606 Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner. All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011. (Act 2009-621, p. 1805, §1.)...
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10-9C-808
Section 10-9C-808 Liability of general partner and person dissociated as general partner when claim against limited partnership barred. All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011. (Act 2009-621, p. 1805, §1.)...
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10A-9A-6.04
Section 10A-9A-6.04 Person's power to dissociate as general partner; wrongful dissociation. (a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to Section 10A-9A-6.03(1). (b) A person's dissociation as a general partner is wrongful only if: (1) it is in breach of an express provision of the limited partnership; or (2) it occurs before the completion of the winding up of the limited partnership, and: (A) the person dissociates as a general partner by express will; (B) the person is expelled as a general partner by judicial order under Section 10A-9A-6.03(5); (C) the person is dissociated as a general partner by becoming a debtor in bankruptcy; or (D) in the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated. (c) A person that wrongfully dissociates as a general...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-6.04.htm - 1K - Match Info - Similar pages
10A-9A-8.09
Section 10A-9A-8.09 Disposition of assets, when contributions required. Notwithstanding Section 10A-1-9.12, upon the winding up of a limited partnership, the assets of the limited partnership, including any obligation under Article 5 of this chapter, and any contribution required by this section, shall be applied as follows: (a) Payment, or adequate provision for payment, shall be made to creditors, including, to the extent permitted by law, partners who are creditors, in satisfaction of liabilities of the limited partnership. (b) After a limited partnership complies with subsection (a), any surplus must be distributed: (1) first, to each person owning a transferable interest that reflects contributions made on account of the transferable interest and not previously returned, an amount equal to the value of the person's unreturned contributions; and (2) then to each person owning a transferable interest in the proportions in which the owners of transferable interests share in...
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