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10A-5-5.02
Section 10A-5-5.02 Liability for contributions. REPEALED IN THE 2014 REGULAR SESSION BY ACT
2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in the certificate of formation,
a member is obligated to the limited liability company to perform any promise to pay cash
or convey property or to render services, even if the member is unable to perform because
of death, disability, or any other reason. A member who does not perform such a promise is
obligated at the option of the limited liability company to pay cash equal to the amount or
value of the portion of the contribution that has not been paid, conveyed, or rendered. (b)
The operating agreement may provide that the interest of any member who fails to make any
contribution that the member is obligated to make, or who fails to pay any agreed assessment
that the member is obligated to make, shall be subject to a reasonable penalty for such failure.
The penalty may take the form of reducing the defaulting member's proportionate...
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10A-8A-8.01
Section 10A-8A-8.01 Events of dissolution. A partnership is dissolved, and its business or
not for profit activity must be wound up, upon the occurrence of the first of the following
events: (1) in a partnership at will, the partnership knows or has notice of a person's express
will to dissociate as a partner, other than a partner that has dissociated under Section 10A-8A-6.01(2)
through (10), but, if the person has specified a dissociation date later than the date the
partnership knew or had notice, on the later date; (2) in a partnership for a definite term
or particular undertaking: (i) within 90 days after a partner's dissociation by death or otherwise
under Section 10A-8A-6.01(6) through (10), or a partner's wrongful dissociation under Section
10A-8A-6.02(b), at least half of the remaining partners affirmatively consent to dissolve
the partnership and wind up the partnership business or not for profit activity, for which
purpose a partner's rightful dissociation pursuant to...
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40-18-86
Section 40-18-86 Sale or transfer of real property and associated tangible property by nonresidents.
(a) As used in this section, the term nonresident of Alabama shall include individuals, trusts,
partnerships, corporations, and unincorporated organizations. Any seller or transferor who
meets all of the following conditions and who provides the buyer or transferee with an affidavit
signed under oath swearing or affirming that all of the following conditions are met will
be deemed a resident for purposes of this section: (1) The seller or transferor has filed
Alabama income tax returns or appropriate extensions have been received for the two income
tax years immediately preceding the year of sale. (2) The seller or transferor is in business
in Alabama and will continue substantially the same business in Alabama after the sale or
the seller or transferor has real property remaining in the state at the time of closing of
equal or greater value than the withholding tax liability as...
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10A-5-6.06
Section 10A-5-6.06 Cessation of membership. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) A person ceases to be a member of a limited liability company
upon the occurrence of one or more of the following events: (1) The member ceases to be a
member by voluntary act as provided in subsection (d). (2) The member ceases to be a member
of the limited liability company as provided in Section 10A-5-6.03. (3) The member is removed
as a member in either of the following manners: a. In accordance with the operating agreement.
b. Subject to contrary provisions in the operating agreement, when the member assigns all
of the member's interest in the limited liability company, by an affirmative vote of a majority
in number of the members who have not assigned their interests. (b) Subject to contrary provisions
in the operating agreement, or written consent of all members at the time, a person ceases
to be a member upon the occurrence of one or more of the...
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23-1-375
Section 23-1-375 Operation of airport, landing field, without license prohibited; application
for certificate of approval of proposed airport or landing field; limitation of operations
conducted on licensed airport. (a) Except as otherwise provided in this article, a person
or a municipality, officer, or employee of a municipality may not operate an airport, restricted
landing area, or other air navigation facility without a license issued by the department.
All proposed airports, restricted landing areas, and other air navigation facilities shall
be licensed by the department prior to use and operation. Any municipality, county, airport
authority, or person acquiring property for the purpose of constructing or establishing an
airport or restricted landing area shall, prior to acquisition, apply to the department for
a certificate of approval of the site selected and the general purpose or purposes for which
the property is to be acquired, to insure that the property and its use...
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40-10-187
Section 40-10-187 Tax lien certificate. (a) The tax collecting official shall make, execute,
and deliver a tax lien certificate to each purchaser at a tax lien sale or auction or to each
assignee thereafter and shall collect from the purchaser or assignee a fee of five dollars
($5) for each tax lien certificate. The tax lien certificate shall be in a form provided by
the Department of Revenue and shall also include a certificate of redemption form as provided
in Section 40-10-194. (b) A tax lien certificate shall evidence the auction or sale or assignment
to the holder of the tax lien certificate of the delinquent and unpaid taxes, penalties, interest,
fees, and costs set forth therein and represented by the tax lien. (c) A tax lien certificate
shall bear the interest rate per annum as bid on by the purchaser at the tax lien auction
or as agreed upon by the purchaser at the tax lien sale, until the tax lien certificate is
redeemed as provided pursuant to Section 40-10-193. (d) The tax...
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8-9B-9
Section 8-9B-9 Defenses, liability, and protection of transferee. (a) A transfer is not voidable
under Section 8-9B-5(a)(1) against a person that took in good faith and for a reasonably equivalent
value given the debtor or against any subsequent transferee that took in good faith. (b) To
the extent a transfer is avoidable in an action by a creditor under Section 8-9B-8(a)(1),
the following rules apply: (1) Except as otherwise provided in this section, the creditor
may recover judgment for the value of the asset transferred, as adjusted under subsection
(c), or the amount necessary to satisfy the creditor's claim, whichever is less. The judgment
may be entered against: (i) the first transferee of the asset or the person for whose benefit
the transfer was made; or (ii) any subsequent transferee, other than: (A) a good-faith transferee
that took for value; or (B) a subsequent transferee of a person described in clause (A). (2)
Recovery pursuant to Section 8-9B-8(a)(1) or (b) of or from...
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10A-1-3.12
Section 10A-1-3.12 Procedures to amend certificate of formation. (a) The procedure to adopt
an amendment to the certificate of formation is as provided by the chapter of this title which
applies to the entity, provided that unless the governing documents of the entity or the chapter
of this title which applies to the entity provide otherwise, the governing authorities of
the entity shall have the power, without owner or member action, to adopt one or more amendments
to the entity's certificate of formation: (1) to delete the name and address of organizers
or persons listed in the original certificate of formation as initial governing persons, other
than the name and address of each general partner of a limited partnership; (2) to delete
the name and address of the initial registered agent or registered office, if a statement
of change is on file with the Secretary of State; (3) to change the entity name by adding,
deleting, or changing a geographical attribution in the name, or by...
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10A-9A-2.06
Section 10A-9A-2.06 Certificate of existence or authorization. (a) The Secretary of State,
upon request and payment of the requisite fee, shall furnish to any person a certificate of
existence for a limited partnership if the writings filed in the office of the Secretary of
State show that the limited partnership has been formed under the laws of this state. A certificate
of existence shall reflect only the information on file with the Secretary of State. To the
extent writings have been delivered to the Secretary of State, the certificate of existence
must state: (1) the limited partnership's name; (2) that the limited partnership was formed
under the laws of this state, the date of formation, and the filing office in which the certificate
of formation was filed; (3) whether a statement of dissolution of the limited partnership
has been delivered to the Secretary of State for filing; (4) whether the limited partnership
has delivered to the Secretary of State for filing a certificate...
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10A-5-5.04
Section 10A-5-5.04 Interim distributions of property; impairment of capital. REPEALED IN THE
2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in
this section or in the operating agreement, members are entitled to receive distributions
from the limited liability company in proportion to their respective rights to share in profits
under Section 10A-5-5.03. (b) Subsection (a) shall not apply to any of the following: (1)
Distributions on dissolution. (2) Distributions governed by a contrary provision in the operating
agreement. (c) No distribution may be made unless, after the distribution is made, the assets
of the limited liability company are sufficient to pay all liabilities of the limited liability
company except liabilities to members on account of their contributions. (d) Unless otherwise
provided in the operating agreement, a member has no right to receive and may not be required
to accept a distribution in kind. (Acts 1993, No. 93-724, p....
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