10A-9A-4.06
Section 10A-9A-4.06 Management rights of general partner. (a) Each general partner has equal rights in the management and conduct of the limited partnership's activities and affairs. Except as expressly provided in this chapter, any matter relating to the activities and affairs of the limited partnership is decided exclusively by the general partner or, if there is more than one general partner, by a majority of the general partners. (b) The consent of all of the partners is necessary to: (1) amend the partnership agreement; (2) amend the certificate of formation to add or delete a statement that the limited partnership is a limited liability limited partnership; and (3) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the good will, other than in the usual and regular course of the limited partnership's activities and affairs. (c) A limited partnership shall reimburse a general partner for payments made...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-4.06.htm - 2K - Match Info - Similar pages
10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise requires, the following terms mean: (1) AFFILIATE. A person who controls, is controlled by, or is under common control with another person. An affiliate of an individual includes the spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling, parent, or spouse of any thereof, of the individual, or an individual having the same home as the individual, or a trust or estate of which an individual specified in this sentence is a substantial beneficiary; a trust, estate, incompetent, conservatee, protected person, or minor of which the individual is a fiduciary; or an entity of which the individual is director, general partner, agent, employee or the governing authority or member of the governing authority. (2) ASSOCIATE. When used to indicate a relationship with: (A) a domestic or foreign entity for which the person is: (i) an officer or governing person; or (ii) a beneficial...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-1.03.htm - 25K - Match Info - Similar pages
10A-8A-6.01
Section 10A-8A-6.01 Events causing partner's dissociation. A person is dissociated from a partnership as a partner upon the occurrence of any of the following events: (1) the partnership has notice of the person's express will to dissociate as a partner, except that if the person specifies a dissociation date later than the date the partnership had notice, then the person is dissociated as a partner on that later date; (2) an event stated in the partnership agreement as causing the person's dissociation as a partner occurs; (3) the person is expelled as a partner pursuant to the partnership agreement; (4) the person is expelled as a partner by the unanimous consent of the other partners if: (A) it is unlawful to carry on the partnership's business or not for profit activity with the person as a partner; (B) there has been a transfer of all of the person's transferable interest in the partnership, other than a transfer for security purposes; (C) the person is an organization and, within...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-6.01.htm - 4K - Match Info - Similar pages
39-2-12
Section 39-2-12 Partial and final payments of contractors by awarding authorities. (a) As used in this section the following words shall have the meanings ascribed to them as follows: (1) CONTRACTOR. Any natural person, partnership, company, firm, corporation, association, limited liability company, cooperative, or other legal entity licensed by the Alabama State Licensing Board for General Contractors. (2) NONRESIDENT CONTRACTOR. A contractor which is neither a. organized and existing under the laws of the State of Alabama, nor b. maintains its principal place of business in the State of Alabama. A nonresident contractor which has maintained a permanent branch office within the State of Alabama for at least five continuous years shall not thereafter be deemed to be a nonresident contractor so long as the contractor continues to maintain a branch office within Alabama. (3) RETAINAGE. That money belonging to the contractor which has been retained by the awarding authority conditioned on...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/39-2-12.htm - 18K - Match Info - Similar pages
10A-1-5.33
Section 10A-1-5.33 Change by registered agent of name or address of registered agent. (a) The registered agent of any entity required by Section 10A-1-5.31 to designate and maintain a registered agent or registered office may change its name, its address as the address of the entity's registered office, or both, by delivering to the Secretary of State for filing a statement of the change in accordance with the procedures in Article 4. (b) The statement must be signed by the registered agent, or a person authorized to sign the statement on behalf of the registered agent, and must contain: (1) the name of the entity represented by the registered agent; (2) the name of the entity's registered agent and the address at which the registered agent maintained the entity's registered office; (3) if the change relates to the name of the registered agent, the new name of that agent; (4) if the change relates to the address of the registered office, the new address of that office; and (5) a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-5.33.htm - 2K - Match Info - Similar pages
10A-9A-2.02
Section 10A-9A-2.02 Amendment or restatement of certificate of formation. Notwithstanding Division B of Article 3 of Chapter 1: (a) A certificate of formation may be amended at any time. (b) A certificate of formation may be restated with or without amendment at any time. (c) To amend its certificate of formation, a limited partnership must deliver a certificate of amendment for filing to the Secretary of State which certificate of amendment shall state: (1) the name of the limited partnership; (2) the unique identifying number or other designation as assigned by the Secretary of State; and (3) the changes the amendment makes to the certificate of formation as most recently amended or restated. (d) Prior to a statement of dissolution being delivered to the Secretary of State for filing, a limited partnership shall promptly deliver a certificate of amendment for filing with the Secretary of State to reflect: (1) the admission of a new general partner; or (2) the dissociation of a person...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-2.02.htm - 4K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-8.02.htm - 3K - Match Info - Similar pages
10A-5A-1.08
Section 10A-5A-1.08 Limited liability company agreement - Scope; function; and limitations. (a) Except as otherwise provided in subsections (b) and (c): (1) the limited liability company agreement governs relations among the members as members and between the members and the limited liability company; and (2) to the extent the limited liability company 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 member or other person has duties, including fiduciary duties, to the limited liability company, or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement, the member's or other person's duties may be expanded or restricted or eliminated by a written limited liability company agreement, but the implied contractual covenant of good faith and fair dealing may not be eliminated. (2) A written limited liability...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-1.08.htm - 5K - Match Info - Similar pages
10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter, unless otherwise specified or unless the context otherwise requires, the following terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all classes and series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL STOCKHOLDER means a person who owns the beneficial interest in stock, which is either a record stockholder or a person on whose behalf shares of stock are registered in the name of an intermediary or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any other documents permitted or required to be delivered for filing by a corporation with the Secretary of State under this chapter or Chapter 1 that modify, amend, supplement, restate, or replace the certificate of incorporation. After an amendment of the certificate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.40.htm - 13K - Match Info - Similar pages
40-23-260
Section 40-23-260 Program established; definitions; informational reports; Wholesale and Distributor Reporting Advisory Group. (a) This article shall establish the Wholesale to Retail Accountability Program or "WRAP". (b) For the purpose of this article, the following words shall have the following meanings: (1) DEPARTMENT. The State Department of Revenue. (2) LICENSED BEER OR WINE DISTRIBUTOR. A distributor, as licensed by the Alabama Alcoholic Beverage Control Board, selling or distributing beer or wine in this state. (3) PERSON. Any individual, firm, partnership, association, corporation, limited liability company, receiver, trustee, or any other entity. (4) RETAILER. A person or group of persons that have a relationship with each other as defined in Section 267(b) of the federal Internal Revenue Code whose primary business is the sale of tangible personal property at retail, including supporting operations such as warehousing, shipping, and storage of product, and who holds a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-23-260.htm - 8K - Match Info - Similar pages
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