Code of Alabama

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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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10A-8A-8.02
Section 10A-8A-8.02 Effect of dissolution. Notwithstanding Section 10A-1-9.12: (a) A dissolved
partnership continues its existence as a partnership but may not carry on any business or
not for profit activity except as is appropriate to wind up and liquidate its business or
not for profit activity, 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-8A-8.09; and (5) doing every other act necessary to wind up
and liquidate its business or not for profit activity. (b) In winding up its business or not
for profit activity, a partnership may: (1) deliver to the Secretary of State for filing a
statement of dissolution setting forth: (A) The name of the partnership; (B) If the partnership
has filed a statement of partnership, a statement of not for profit...
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10A-8A-11.01
Section 10A-8A-11.01 Application to existing relationships. (a) Beginning January 1, 2019,
this chapter governs all partnerships and all foreign partnerships. (b) With respect to a
partnership formed before January 1, 2019, and governed by the laws of this state, the following
rules apply: (1) a registration of a limited liability partnership which is current and effective
as of December 31, 2018, shall remain effective without further action on the part of the
limited liability partnership, and a partnership having the status of a limited liability
partnership, under predecessor law, shall have the status of a limited liability partnership
under this chapter and to the extent such partnership has not filed a statement of limited
liability partnership pursuant to this chapter, the registration or latest annual notice filed
by such partnership under predecessor law shall constitute a statement of limited liability
partnership filed under this chapter; (2) a partnership's partnership...
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25-14-5
Section 25-14-5 Registration requirements; limited registration; reciprocity; fees. (a)(1)
A person may not provide, advertise, or otherwise hold itself out as providing professional
employer services in this state unless the person is registered under this chapter to operate
a professional employer organization. (2) Each person desiring to operate as a professional
employer organization shall file with the secretary a completed registration form to include
the following information: a. The name or names under which the professional employer organization
conducts business. b. The address of the principal place of business of the professional employer
organization and the address of each office it maintains in this state. c. The professional
employer organization's taxpayer or employer identification number. d. A list by jurisdiction
of each name under which the professional employer organization has operated in the preceding
five years, including any alternative names, names of...
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10A-1-8.02
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 corporation that is a party to the merger
providing for less than unanimous stockholder approval for the conversion. b. In the case
of a nonprofit corporation that is a party to the merger, a plan of merger must be approved
by all the nonprofit corporation's members entitled to vote thereon, if it is a nonprofit
corporation with members with voting rights, or as otherwise provided...
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10A-8A-8.03
that partner or those partners shall wind up the business or not for profit activity of the
partnership and shall have the powers set forth in Section 10A-8A-8.04. A person whose dissociation
as a partner resulted in the dissolution of the partnership may participate in the winding
up as if still a partner, unless the dissociation was wrongful. (b) If a dissolved partnership
does not have a partner and no person has the right to participate in winding up under subsection
(a), the personal or legal representative of the last person to have been a partner
may wind up the partnership's business or not for profit activity. If the representative does
not exercise that right, a person to wind up the partnership's business or not for profit
activity may be appointed by the affirmative vote or consent of transferees owning a majority
of the transferable interests at the time the consent is to be effective. (c) A court of competent
jurisdiction may order judicial supervision of the...
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25-11-3
Section 25-11-3 Definitions. When used in this chapter, the following words and phrases shall
have the following meanings: (1) CLAIM INFORMATION. Data related to whether an individual
is receiving, has received, or has made application for unemployment compensation, the amount
of such compensation being received or to be received by the individual, and the individual's
current or most recent home address. (2) COMMISSIONER. The Commissioner of the State of Alabama,
Department of Human Resources. (3) CUSTODIAN OF RECORDS. The person within the Department
of Labor authorized to maintain the data collected under this chapter, including, but not
limited to, all employment hiring data entered into the State Directory of New Hires, wage
information, and unemployment claim and compensation information. (4) DEPARTMENT. The State
of Alabama, Department of Industrial Relations. (5) EMPLOYEE. An individual in the employ
of another who performs a service for hire and receives wages. For purposes of...
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10A-1-1.03
limited liability company or association, a member; and (D) with respect to another foreign
or domestic entity, an owner of an equity interest in that entity. (69) OWNERSHIP INTEREST.
An owner's interest in an entity. The term includes the owner's share of profits and losses
or similar items and the right to receive distributions. The term does not include an owner's
right to participate in management or participate in the direction or oversight of the entity.
An ownership interest is personal property. (70) PARENT or PARENT ENTITY. An entity
that: (A) owns at least 50 percent of the ownership or membership interest of a subsidiary;
or (B) possesses at least 50 percent of the voting power of the owners or members of a subsidiary.
(71) PARTNER. A limited partner or general partner. (72) PARTNERSHIP. Includes a general partnership,
a limited liability partnership, a foreign limited liability partnership, a limited partnership,
a foreign limited partnership, a limited liability...
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16-44B-1
Commission may deem appropriate. The executive director shall serve as secretary to the Interstate
Commission, but shall not be a Member of the Interstate Commission. The executive director
shall hire and supervise such other persons as may be authorized by the Interstate Commission.
D. The Interstate Commission's executive director and its employees shall be immune from suit
and liability, either personally or in their official capacity, for a claim for damage to
or loss of property or personal injury or other civil liability caused or arising
out of or relating to an actual or alleged act, error, or omission that occurred, or that
such person had a reasonable basis for believing occurred, within the scope of Interstate
Commission employment, duties, or responsibilities; provided, that such person shall not be
protected from suit or liability for damage, loss, injury, or liability caused by the
intentional or willful and wanton misconduct of such person. 1. The liability of...
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10A-2-1.40
Section 10A-2-1.40 Definitions applicable to business corporations. In this chapter: REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (1) "Articles of incorporation" include amended and restated articles
of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate
of incorporation, including any amended certificate, and also include, except where the context
otherwise requires, articles of merger. The term "articles of incorporations" as
used in this chapter is synonymous with the term "certificate of formation" employed
in Chapter 1. (2) "Authorized shares" means the shares of all classes a domestic
or foreign business corporation is authorized to issue. (3) "Corporation" or "domestic
corporation" means a business corporation, which is not a foreign corporation, incorporated
under or subject to the provisions of this chapter. (4) "Distribution" means a direct
or indirect...
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