10A-9A-1.02
Section 10A-9A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter, unless the context otherwise requires, the following terms mean: (1) "CERTIFICATE OF FORMATION" with respect to a limited partnership means the certificate of formation required by Section 10A-9A-2.01, and the certificate of formation as amended or restated. (2) "DISTRIBUTION" except as otherwise provided in Section 10A-9A-5.08(f), means a transfer of money or other property from a limited partnership to another person on account of a transferable interest. (3) "FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP" means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to Section 10A-9A-4.04(c). (4) "FOREIGN LIMITED PARTNERSHIP" means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-1.02.htm - 4K - Match Info - Similar pages
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
10A-9A-10.12
Section 10A-9A-10.12 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger. (a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if: (1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under Section 10A-9A-4.02; and (2) at the time the third party enters into the transaction, the third party: (A) does not have notice of the conversion or merger; and (B) reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership. (b) An act of a person that before a conversion or merger became effective was dissociated...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.12.htm - 2K - Match Info - Similar pages
10A-9A-9.01
Section 10A-9A-9.01 Direct action by partner. (a) Subject to subsection (b), a partner may maintain a direct action against another partner or partners or the limited partnership, with or without an accounting as to the partnership's activities and affairs, to enforce the partner's rights and otherwise protect the partner's interests, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship. (b) A partner maintaining a direct action under subsection (a) must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership. (c) A partner may maintain a direct action to enforce a right of a limited partnership if all partners at the time of suit are parties to the action. (d) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. (e) A right to an accounting...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-9.01.htm - 1K - Match Info - Similar pages
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-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
10A-5A-11.13
Section 10A-5A-11.13 Other claims against dissolved series. Notwithstanding Sections 10A-1-9.01 and 10A-1-9.22: (a) A dissolved series may publish notice of its dissolution and request that persons with claims against the dissolved series 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 limited liability company's principal office is located or, if it has none in this state, in the county in which the limited liability company's most recent registered office is 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; and (3) state that if not sooner barred, a claim against the dissolved series will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice. (c) If a dissolved series publishes a newspaper...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.13.htm - 5K - 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
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
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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