10A-9A-1.11
Section 10A-9A-1.11 Required information. A limited partnership shall maintain the following
information: (1) A current list of the full name and last known business or residential street
and mailing address of each partner, separately identifying the general partners, in alphabetical
order, and the limited partners, in alphabetical order. (2) Copies of the filed certificate
of formation and all amendments thereto, together with signed copies of any powers of attorney
under which any certificate of formation, amendment, or restatement has been signed. (3) Copies
of any filed statement of conversion or merger. (4) Copies of the limited partnership's federal,
state, and local income tax returns and reports, if any, for the three most recent years.
(5) Copies of the then effective partnership agreement and any amendment thereto. (6) Copies
of any financial statement of the limited partnership for the three most recent years. (7)
Copies of any writing made by the limited partnership during...
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10A-9A-9.04
Section 10A-9A-9.04 Demand. A partner may commence a derivative action in the right of the
limited partnership, if: (a) the partner first makes a written demand upon general partners
requesting that they cause the limited partnership to bring an action to enforce the right
and the general partners do not bring the action within a reasonable time; or (b) a demand
under subsection (a) would be futile. (Act 2016-379, §1.)...
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10A-1-3.17
Section 10A-1-3.17 Restated certificate of formation. (a) A restated certificate of formation
must accurately state the text of the previous certificate of formation, regardless of whether
the certificate of formation is an original, corrected, or restated certificate, and include:
(1) each previous amendment to the certificate being restated that is carried forward; and
(2) each new amendment to the certificate being restated. (b) A restated certificate of formation
may omit: (1) the name and address of each organizer other than the name and address of each
general partner of a limited partnership; and (2) any other information that may be omitted
under the provisions of this title applicable to the filing entity. (c) A restated certificate
of formation that does not make new amendments requiring owner approval to the certificate
of formation being restated must be accompanied by: (1) a statement that (i) the restated
certificate of formation accurately states the text of the...
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10A-8A-4.04
Section 10A-8A-4.04 Liability for contribution. (a) A partner's obligation to make a contribution
to a partnership is not excused by the partner's death, disability, or other inability to
perform personally. (b) If a partner does not make a contribution required by an enforceable
promise, the partner or the partner's estate is obligated, at the election of the partnership,
to contribute money equal to the value of the portion of the contribution that has not been
made. The foregoing election shall be in addition to, and not in lieu of, any other rights,
including the right to specific performance, that the partnership may have under the partnership
agreement or applicable law. (c) The obligation of a partner to make a contribution to a partnership
may be compromised only by consent of all partners. A conditional obligation of a partner
to make a contribution to a partnership may not be enforced unless the conditions of the obligation
have been satisfied or waived as to or by that...
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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-9A-6.02
Section 10A-9A-6.02 Effect of dissociation as limited partner. (a) Upon a person's dissociation
as a limited partner: (1) subject to Section 10A-9A-7.04, the person does not have further
rights as a limited partner; (2) the person's implied contractual covenant of good faith and
fair dealing as a limited partner under Section 10A-9A-3.05(b) continues only as to matters
arising and events occurring before the dissociation; and (3) subject to Section 10A-9A-7.04,
and Article 10 of this chapter and Article 8 of Chapter 1, any transferable interest owned
by the person in the person's capacity as a limited partner immediately before dissociation
is owned by the person immediately after dissociation as a mere transferee. (b) A person's
dissociation as a limited partner does not of itself discharge the person from any duty, debt,
obligation, or liability to the limited partnership or the other partners that the person
incurred while a limited partner. (Act 2016-379, §1.)...
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11-65-16
Section 11-65-16 Review of application for horse racing facility license. (a) A commission
shall promptly consider any application for the issuance or transfer of a horse racing facility
license submitted to it and shall grant or deny the issuance or transfer of such license based
on all information before it, including the results of investigations it deems appropriate.
A commission shall deny the issuance of an original horse racing facility license to any applicant
unless it finds that the applicant's facility will meet the following minimum standards: (1)
That the facilities will provide a track racing surface of at least one mile; (2) That the
facility will be appropriate for the conduct of horse racing year-round and at night; and
(3) That the facility will be located within the boundaries of the commission municipal jurisdiction
or will be located on land in the host county and annexed to the sponsoring municipality prior
to the commencement of racing. (b) A commission shall...
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10A-5A-1.02
Section 10A-5A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter,
unless the context otherwise requires, the following terms mean: (a) "Certificate of
formation," with respect to a limited liability company, means the certificate provided
for by Section 10A-5A-2.01, and the certificate as amended or restated. (b) "Constituent
limited liability company" means a constituent organization that is a limited liability
company. (c) "Constituent organization" means an organization that is party to a
merger under Article 10. (d) "Converted organization" means the organization into
which a converting organization converts pursuant to Article 10. (e) "Converting limited
liability company" means a converting organization that is a limited liability company.
(f) "Converting organization" means an organization that converts into another organization
pursuant to Article 10. (g) "Disqualified person" means any person who is not a
qualified person. (h) "Distribution" except...
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10A-9A-7.02
Section 10A-9A-7.02 Transfer of partner's transferable interest. (a) A transfer, in whole or
in part, of a partner's transferable interest: (1) is permissible; (2) does not by itself
cause the partner's dissociation; (3) does not by itself cause a dissolution and winding up
of the limited partnership; and (4) subject to Section 10A-9A-7.04, does not entitle the transferee
to: (A) participate in the management or conduct of the limited partnership's activities and
affairs; or (B) except as otherwise provided in subsection (d), have access to required information,
records, or other information concerning the partnership's activities and affairs. (b) A transferee
has the right to receive, in accordance with the transfer, distributions to which the transferor
would otherwise be entitled. (c) A transferable interest may be evidenced by a certificate
of transferable interest issued by the limited partnership. A partnership agreement may provide
for the transfer of the transferable interest...
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19-3-151
Section 19-3-151 Right of fiduciary to participate in partnership; liability of fiduciary,
estate and beneficial owners. If permitted by the trust instrument or will under which he
serves or by order of a court having jurisdiction of the estate or trust, a fiduciary may
enter into a partnership agreement or arrangement with others or accept the assignment of
or otherwise acquire, hold and dispose of an interest in a partnership, and in so doing may
become either a general or a limited partner. In any such case, as to creditors of or claimants
against such partnership and as to the other members of such partnership, the liability, if
any, of such fiduciary for the debts and other liabilities of the partnership, whether ex
contractu or ex delicto or otherwise, shall be limited to the assets of the trust or estate,
or so much thereof as may be necessary to discharge such debts and liabilities, but no personal
liability shall attach to the fiduciary or to the beneficial owners of the...
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