10A-9A-3.04
Section 10A-9A-3.04 Right of limited partner and former limited partner to information. Notwithstanding the provisions of Sections 10A-1-3.32 and 10A-1-3.33: (a) Subject to subsection (g), on 10 days' demand, made in a writing received by the limited partnership, a limited partner may inspect and copy required information during regular business hours and at a reasonable location specified by the limited partnership. The limited partner need not have any particular purpose for seeking the information. (b) Subject to subsection (g), during regular business hours and at a reasonable location specified by the limited partnership, a limited partner may obtain from the limited partnership and inspect and copy true and full information regarding the state of the activities and affairs and financial condition of the limited partnership and other information regarding the activities and affairs of the limited partnership as is just and reasonable if: (1) the limited partner seeks the...
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40-14B-1
Section 40-14B-1 Definitions. As used in this chapter, the following terms shall have the following meanings: (1) AFFILIATE. An affiliate of another person shall include any of the following: a. A person who directly or indirectly either: 1. Beneficially owns 15 percent or more of the outstanding voting securities or other voting ownership interests of the other person, whether through rights, options, convertible interests, or otherwise; or 2. Controls or holds power to vote 15 percent or more of the outstanding voting securities or other voting ownership interests of the other person. b. A person owning 15 percent or more of the outstanding voting securities or other voting ownership interests of which are directly or indirectly either: 1. Beneficially owned by the other person, whether through rights, options, convertible interests, or otherwise; or 2. Controlled or held with power to vote by the other person. c. A partnership or limited liability company in which the other person...
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10A-8A-1.03
Section 10A-8A-1.03 Knowledge and notice. (a) A person knows a fact when the person: (1) has actual knowledge of it; or (2) is deemed to know it under law other than this chapter. (b) A person has notice of a fact when the person: (1) knows of it; (2) receives notice of it; (3) has reason to know the fact from all of the facts known to the person at the time in question; or (4) is deemed to have notice of the fact under subsection (d). (c) A person notifies or gives notice to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact. (d) A person is deemed to have notice of a partnership's: (1) statement of partnership, 90 days after a statement of partnership under Section 10A-8A-2.02 becomes effective; (2) statement of not for profit partnership, 90 days after a statement of not for profit partnership under Section 10A-8A-2.02 becomes effective; (3) statement of authority, with respect to: (i)...
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10A-8A-3.03
Section 10A-8A-3.03 Statement of authority. (a) A partnership may deliver to the Secretary of State for filing a statement of authority, which: (1) must include the name of the partnership and: (A) if the partnership has not filed a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership, (i) the street and mailing addresses of its principal office and (ii) if the Secretary of State has assigned a unique identifying number or other designation to the partnership, that number or designation; or (B) if the partnership has filed a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership, (i) the street address and mailing address of its principal office, (ii) the name, street address, and mailing address of its registered agent, and (iii) the unique identifying number or other designation assigned to the partnership by the Secretary of State. (2) with respect to any...
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10A-1-5.33
Section 10A-1-5.33 Change by registered agent of name or address of registered agent. (a) The registered agent of any entity required by Section 10A-1-5.31 to designate and maintain a registered agent or registered office may change its name, its address as the address of the entity's registered office, or both, by delivering to the Secretary of State for filing a statement of the change in accordance with the procedures in Article 4. (b) The statement must be signed by the registered agent, or a person authorized to sign the statement on behalf of the registered agent, and must contain: (1) the name of the entity represented by the registered agent; (2) the name of the entity's registered agent and the address at which the registered agent maintained the entity's registered office; (3) if the change relates to the name of the registered agent, the new name of that agent; (4) if the change relates to the address of the registered office, the new address of that office; and (5) a...
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10A-8A-8.07
Section 10A-8A-8.07 Other claims against dissolved partnership. Notwithstanding Sections 10A-1-9.01 and 10A-1-9.22: (a) A dissolved partnership may publish notice of its dissolution and request that persons with claims against the dissolved partnership present them in accordance with the notice. (b) The notice authorized by subsection (a) must: (1) be published at least one time in a newspaper of general circulation in the county in which the dissolved partnership's principal office in this state is located, and if none, was last located; (2) describe the information that must be included in a claim and provide a mailing address to which the claim is to be sent; (3) state that if not sooner barred, a claim against the dissolved partnership will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice; and (4) unless the partnership has been throughout its existence a limited liability partnership, state that the barring of a...
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10A-9A-8.02
Section 10A-9A-8.02 Effect of dissolution. Notwithstanding Section 10A-1-9.12: (a) A dissolved limited partnership continues its existence as a limited partnership but may not carry on any activities and affairs except as is appropriate to wind up and liquidate its activities and affairs, including: (1) collecting its assets; (2) disposing of its properties that will not be distributed in kind to persons owning transferable interests; (3) discharging or making provisions for discharging its liabilities; (4) distributing its remaining property in accordance with Section 10A-9A-8.09; and (5) doing every other act necessary to wind up and liquidate its activities and affairs. (b) In winding up its activities and affairs, a limited partnership may: (1) deliver for filing a statement of dissolution to the Secretary of State setting forth: (A) The name of the limited partnership; (B) The unique identifying number or other designation as assigned by the Secretary of State; (C) That the...
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22-21-358
Section 22-21-358 Powers of authorities. In addition to all other powers at any time conferred on it by law, and subject to any express provisions of its certificate of incorporation or certificate of reincorporation to the contrary, an authority shall (to the extent at the time not prohibited by the Constitution of Alabama) have the following powers, together with all powers incidental thereto or necessary to the discharge thereof in corporate form: (1) To participate as a shareholder in a corporation, as a joint venturer in a joint venture, as a general or limited partner in a limited partnership or a general partnership, as a member in a nonprofit corporation or as a member of any other lawful form of business organization, which provides health care or engages in activities related thereto; (2) To make or arrange for loans, contributions to capital and other debt and equity financing for the activities of any corporation of which such authority is a shareholder, any joint venture...
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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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10A-5-6.06
Section 10A-5-6.06 Cessation of membership. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) A person ceases to be a member of a limited liability company upon the occurrence of one or more of the following events: (1) The member ceases to be a member by voluntary act as provided in subsection (d). (2) The member ceases to be a member of the limited liability company as provided in Section 10A-5-6.03. (3) The member is removed as a member in either of the following manners: a. In accordance with the operating agreement. b. Subject to contrary provisions in the operating agreement, when the member assigns all of the member's interest in the limited liability company, by an affirmative vote of a majority in number of the members who have not assigned their interests. (b) Subject to contrary provisions in the operating agreement, or written consent of all members at the time, a person ceases to be a member upon the occurrence of one or more of the...
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