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10A-9A-5.08
Section 10A-9A-5.08 Limitations on distribution and liability for improper distributions. (a)
A limited partnership shall not make a distribution to a partner to the extent that at the
time of the distribution, after giving effect to the distribution, all liabilities of the
limited partnership, other than liabilities to partners on account of their transferable interests
and liabilities for which the recourse of creditors is limited to specific property of the
limited partnership, exceed the fair value of the assets of the limited partnership, except
that the fair value of the property that is subject to a liability for which recourse of creditors
is limited shall be included in the assets of the limited liability partnership only to the
extent that the fair value of the property exceeds that liability. (b) A general partner who
consents to a distribution in violation of subsection (a) or the partnership agreement, and
who knew at the time of the distribution that the distribution...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-5.08.htm - 2K - Match Info - Similar pages
40-18-24.2
Section 40-18-24.2 Taxation of pass-through entities. (a) For purposes of this section and
Section 40-18-24.3, the following terms shall have the following meanings: (1) MEMBER. An
individual, estate, trust or business trust as defined in Section 40-18-1, a corporation as
defined in Section 40-18-1, or Subchapter K entity as defined in Section 40-18-1, that is
a partner in a general, limited, limited liability, or limited liability limited partnership,
or a member of a limited liability company. (2) NONRESIDENT. a. An individual who is not a
resident of or domiciled in this state during the applicable tax year. b. A nonresident trust
as defined in Section 40-18-1. c. A nonresident estate as defined in Section 40-18-1. d. A
foreign corporation as defined in Section 40-18-1, not commercially domiciled in this state
during the applicable tax year. e. A Subchapter K entity or business trust that is created
or organized under the laws of a jurisdiction other than this state and that is not...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-18-24.2.htm - 7K - Match Info - Similar pages
10A-8A-4.10
Section 10A-8A-4.10 Right of partner and former partner to information. Notwithstanding Sections
10A-1-3.32 and 10A-1-3.33: (a) Subject to subsection (f), a partner, without having any particular
purpose for seeking the information, may inspect and copy during regular hours at a reasonable
location specified by the partnership, required information and any other records maintained
by the partnership regarding the partnership's business or not for profit activity and financial
condition. (b) Subject to subsection (f), each partner and the partnership shall furnish to
a partner: (1) without demand, any information concerning the partnership's business or not
for profit activity reasonably required for the proper exercise of the partner's rights and
duties under the partnership agreement or this chapter; and (2) on demand, any other information
concerning the partnership's business or not for profit activity, except to the extent the
demand or the information demanded is unreasonable or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-4.10.htm - 5K - Match Info - Similar pages
10A-9A-1.08
Section 10A-9A-1.08 Effect of partnership agreement; nonwaivable provisions. (a) Except as
otherwise provided in subsections (b) and (c): (1) the partnership agreement governs relations
among the partners as partners and between the partners and the partnership; and (2) to the
extent the partnership agreement does not otherwise provide for a matter described in subsection
(a)(1), this chapter governs the matter. (b)(1) To the extent that, at law or in equity, a
partner or other person has duties, including fiduciary duties, to a limited partnership or
to another partner or to another person that is a party to or is otherwise bound by a partnership
agreement, the partner's or other person's duties may be expanded or restricted or eliminated
by provisions in a written partnership agreement, but the implied contractual covenant of
good faith and fair dealing may not be eliminated. (2) A written partnership agreement may
provide for the limitation or elimination of any and all liabilities...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-1.08.htm - 5K - Match Info - Similar pages
10A-5A-6.01
Section 10A-5A-6.01 Member's power to dissociate; wrongful dissociation. (a) A person has the
power to dissociate as a member. (b) A person's dissociation from a limited liability company
is wrongful only if: (1) it is in breach of an express provision of the limited liability
company agreement; (2) the person is expelled as a member by judicial determination under
Section 10A-5A-6.02(e); or (3) the person is dissociated by becoming a debtor in bankruptcy
or making a general assignment for the benefit of creditors. (c) A person that wrongfully
dissociates as a member is liable to the limited liability company and, subject to Section
10A-5A-9.01, to the other members for damages caused by the dissociation. The liability is
in addition to any other debt, obligation, or liability of the member to the limited liability
company or the other members. (Act 2014-144, p. 265, ยง1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-6.01.htm - 1K - Match Info - Similar pages
10A-5A-11.05
Section 10A-5A-11.05 Member's power to dissociate as a member associated with a series; wrongful
dissociation. (a) A person has the power to dissociate as a member associated with a series.
(b) A person's dissociation from a series is wrongful only if: (1) it is in breach of an express
provision of the limited liability company agreement; or (2) the person is expelled as a member
associated with the series by judicial determination under Section 10A-5A-11.06(f); or (3)
the person is dissociated as a member associated with a series by becoming a debtor in bankruptcy
or making a general assignment for the benefit of creditors. (c) A person that wrongfully
dissociates as a member associated with a series is liable to the series and, subject to Section
10A-5A-9.01, to the other members associated with that series for damages caused by the dissociation.
The liability is in addition to any other debt, obligation, or liability of the member associated
with a series to the series or the other...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.05.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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.02.htm - 17K - Match Info - Similar pages
10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
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 converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.01.htm - 18K - Match Info - Similar pages
33-4A-26
Section 33-4A-26 Bond of pilot - Preserving bonds, etc.; new bonds; actions on bonds; liabilty.
(a) The commissioners shall preserve on file all bonds and affidavits taken from bar pilots,
and, whenever they consider it necessary, may require a new bond to be executed. The bar pilot's
bond stands as security for any injury caused by the negligence or want of skill of the bar
pilot, and action may be brought thereon in the name of any person aggrieved. (b) A bar pilot
or apprentice providing bar pilot services to a vessel is not liable for more than five thousand
dollars ($5,000) for damage or loss to any person or property caused by the bar pilot's or
apprentice's error, omission, fault, or neglect in the performance of the bar pilot services,
unless one of the following applies: (1) The damage or loss was caused because of the willful,
intentional, or reckless misconduct of the bar pilot or apprentice. (2) Liability exists for
exemplary or punitive damages for willful, intentional, or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/33-4A-26.htm - 3K - Match Info - Similar pages
11-92C-8
Section 11-92C-8 Powers of authority. (a) The authority shall have the following powers, together
with all powers incidental thereto or necessary to the discharge thereof in corporate form:
(1) To have succession by its corporate name for the duration of time, which may be in perpetuity,
subject to Section 11-92C-20, specified in its certificate of incorporation. (2) To sue and
be sued in its own name and to prosecute and defend civil actions in any court having jurisdiction
of the subject matter and of the parties; provided that the authority shall be deemed to be
a governmental entity as defined in Chapter 93 of this title for the purpose of limiting the
damages for which the authority may be liable. (3) To adopt and make use of a corporate seal
and to alter the seal at its pleasure. (4) To adopt and alter bylaws for the regulation and
conduct of its affairs and business. (5) To acquire, whether by purchase, construction, exchange,
gift, lease, or otherwise, and to refinance existing...
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