10A-5-5.02
Section 10A-5-5.02 Liability for contributions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in the certificate of formation, a member is obligated to the limited liability company to perform any promise to pay cash or convey property or to render services, even if the member is unable to perform because of death, disability, or any other reason. A member who does not perform such a promise is obligated at the option of the limited liability company to pay cash equal to the amount or value of the portion of the contribution that has not been paid, conveyed, or rendered. (b) The operating agreement may provide that the interest of any member who fails to make any contribution that the member is obligated to make, or who fails to pay any agreed assessment that the member is obligated to make, shall be subject to a reasonable penalty for such failure. The penalty may take the form of reducing the defaulting member's proportionate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-5.02.htm - 2K - Match Info - Similar pages
10A-1-7.22
Section 10A-1-7.22 Transaction of business without registration; actions to restrain. (a) The failure of a foreign filing entity to register to transact business in this state or to appoint and maintain a registered agent in this state shall not impair the validity of any contract or act of the foreign entity and shall not prevent the foreign entity from defending any action or proceeding in any court of this state, but the foreign entity shall not maintain any action or proceeding in any court of this state until it has delivered to the Secretary of State for filing an application for registration or a statement of foreign limited liability partnership, as applicable, in accordance with Section 10A-1-7.04. A foreign filing entity, by transacting business in this state without filing an application for registration or a statement of foreign limited liability partnership, as applicable, appoints the Secretary of State as its agent for service of process with respect to causes of action...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-7.22.htm - 2K - Match Info - Similar pages
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
27-31B-8
Section 27-31B-8 Formation of captive insurance companies in this state. (a) A pure captive insurance company or a protected cell captive insurance company shall be formed as a stock or mutual insurer, or as a nonprofit or limited liability company with its capital divided into units and held by the stockholders, members, or other equivalent as allowed by law. (b) An association captive insurance company, an industrial insured captive insurance company, or a risk retention group may be formed in any of the following ways: (1) Organized as a stock insurer with its capital divided into share units and held by the stockholders, members, or other equivalent as allowed by law. (2) Organized as a mutual insurer without capital stock, the governing body of which is elected by the member organizations of its association. (3) Organized as a reciprocal insurer in accordance with Chapter 31 of this title. (4) Organized as a manager-managed limited liability company. (c) A captive insurance...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-31B-8.htm - 6K - Match Info - Similar pages
31-13-3
Section 31-13-3 Definitions. For the purposes of this chapter, the following words shall have the following meanings: (1) ALIEN. Any person who is not a citizen or national of the United States, as described in 8 U.S.C. ยง 1101, et seq., and any amendments thereto. (2) BUSINESS ENTITY. Any person or group of persons employing one or more persons performing or engaging in any activity, enterprise, profession, or occupation for gain, benefit, advantage, or livelihood, whether for profit or not for profit. Business entity shall include, but not be limited to, the following: a. Self-employed individuals, business entities filing articles of incorporation, partnerships, limited partnerships, limited liability companies, foreign corporations, foreign limited partnerships, foreign limited liability companies authorized to transact business in this state, business trusts, and any business entity that registers with the Secretary of State. b. Any business entity that possesses a business...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/31-13-3.htm - 7K - Match Info - Similar pages
41-10-44.8
Section 41-10-44.8 Tax credits, job development fees and other incentives. (a) Upon the issuance by the authority of its project obligations for the purpose of financing a project for an approved company with respect to which the authority adopted a resolution accepting the project prior to January 16, 1995, the approved company: (1) Shall receive a credit against the corporate income tax levied by Section 40-18-31 that otherwise would be owed to the state in any year by the approved company on its income generated by or arising out of the project, such credit not to exceed the lesser of (i) the amount due in tax, or (ii) the amount paid by the approved company pursuant to a financing agreement in the year for which the tax is due, corresponding to debt service on the project obligations; and (2) May elect to withhold and retain the aggregate job development fees described in paragraph (b) below, but only to the extent that debt service payments under the financing agreement(s) exceed...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/41-10-44.8.htm - 7K - Match Info - Similar pages
10A-5A-2.01
Section 10A-5A-2.01 Formation. (a) In order to form a limited liability company, one or more organizers must execute a certificate of formation and deliver it for filing to the filing officer provided for in subsection (e). Notwithstanding Section 10A-1-3.05, the certificate of formation shall set forth: (1) the name of the limited liability company, which must comply with Article 5 of Chapter 1; (2) the address of the registered office required by Article 5 of Chapter 1; (3) the name of the registered agent at the registered office required by Article 5 of Chapter 1; (4) a statement that there is at least one member of the limited liability company; (5) if applicable, a statement as provided in Section 10A-5A-11.02(b)(3); and (6) any other matters the members determine to include therein. (b) A limited liability company is formed when its certificate of formation becomes effective in accordance with Article 4 of Chapter 1. (c) The fact that a certificate of formation has been filed...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-2.01.htm - 2K - Match Info - Similar pages
10A-8A-9.01
Section 10A-8A-9.01 Definitions. Notwithstanding Section 10A-1-1.03, as used in this article, unless the context otherwise requires, the following terms mean: (1) "Constituent organization" means an organization that is party to a merger under this article. (2) "Constituent partnership" means a constituent organization that is a partnership. (3) "Converted organization" means the organization into which a converting organization converts pursuant to this article. (4) "Converting organization" means an organization that converts into another organization pursuant to this article. (5) "Converting partnership" means a converting organization that is a partnership. (6) "Governing statute" of an organization means the statute that governs the organization's internal affairs. (7) "Organization" means a partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation;...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.01.htm - 3K - Match Info - Similar pages
10A-9A-2.01
Section 10A-9A-2.01 Formation of limited partnership; certificate of formation. (a) In order to form a limited partnership, a person must deliver a certificate of formation for filing to the Secretary of State. Notwithstanding Section 10A-1-3.05, the certificate of formation shall set forth: (1) the name of the limited partnership, which must comply with Article 5 of Chapter 1; (2) the address of the registered office required by Article 5 of Chapter 1; (3) the name of the registered agent at the registered office as required by Article 5 of Chapter 1; (4) the name and the street and mailing address of each general partner; (5) whether the limited partnership is a limited liability limited partnership; (6) any additional information required by Article 8 of Chapter 1 or by Article 10 of this chapter; and (7) any other matters the partners determine to include therein which comply with Section 10A-9A-1.08. (b) A limited partnership is formed when the certificate of formation becomes...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-2.01.htm - 2K - Match Info - Similar pages
36-28-4
Section 36-28-4 Agreements with federal agency for extension of Social Security to employees of state, etc.; powers of instrumentalities created jointly with other states. (a) Federal-state agreement. The state Comptroller, with the approval of the Governor, is hereby authorized to enter on behalf of the state into an agreement with the federal agency, consistent with the terms and provisions of this chapter, for the purpose of extending the benefits of the federal Old-Age and Survivors' Insurance System to employees of the state or any political subdivision thereof or of any instrumentality of any one or more of the foregoing with respect to services specified in such agreement, which constitute employment as defined in Section 36-28-1. Such agreement may contain such provisions relating to coverage benefits, contributions, effective date, modification and termination of the agreement, administration and other appropriate provisions as the state Comptroller and federal agency shall...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/36-28-4.htm - 4K - Match Info - Similar pages
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