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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-7.02.htm - 2K - Match Info - Similar pages
10A-9A-1.08
Section 10A-9A-1.08 Effect of partnership agreement; nonwaivable provisions. (a) Except as otherwise provided in subsections (b) and (c): (1) the partnership agreement governs relations among the partners as partners and between the partners and the partnership; and (2) to the extent the partnership 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 partner or other person has duties, including fiduciary duties, to a limited partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement, the partner's or other person's duties may be expanded or restricted or eliminated by provisions in a written partnership agreement, but the implied contractual covenant of good faith and fair dealing may not be eliminated. (2) A written partnership agreement may provide for the limitation or elimination of any and all liabilities...
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10A-8A-1.08
Section 10A-8A-1.08 Effect of partnership agreement; nonwaivable provisions. (a) Except as otherwise provided in subsections (b) and (c): (1) the partnership agreement governs relations among the partners as partners and between the partners and the partnership; and (2) to the extent the partnership 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 partner or other person has duties, including fiduciary duties, to a partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement, the partner's or other person's duties may be expanded or restricted or eliminated by provisions in a written partnership agreement, but the implied contractual covenant of good faith and fair dealing may not be eliminated. (2) A written partnership agreement may provide for the limitation or elimination of any and all liabilities for...
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10A-8A-1.02
Section 10A-8A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter, unless the context otherwise requires, the following terms mean: (1) "Business" includes every trade, occupation, and profession for profit. (2) "Disqualified person" means any person who is not a qualified person. (3) "Distribution" except as otherwise provided in Section 10A-8A-4.09(f), means a transfer of money or other property from a partnership to another person on account of a transferable interest. (4) "Foreign limited liability partnership" means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to Section 10A-8A-3.06(c). (5) "Foreign partnership" means a partnership governed by the laws of a jurisdiction other than this state which would be a partnership if governed by the laws of this state. The term includes a foreign limited liability partnership. (6) "Limited liability...
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10A-8A-5.02
Section 10A-8A-5.02 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 partnership; and (4) subject to Section 10A-8A-5.05, does not entitle the transferee to: (A) participate in the management or conduct of the partnership's business or not for profit activity; or (B) except as otherwise provided in subsection (d), have access to required information, records, or other information concerning the partnership's business or not for profit activity. (b) A transferee has a right: (1) to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; (2) to receive upon the dissolution and winding up of the partnership, in accordance with the transfer, the net amount otherwise distributable to the transferor; and (3) to seek under Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-5.02.htm - 2K - Match Info - Similar pages
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-5A-5.02
Section 10A-5A-5.02 Transfer of transferable interest. (a) A transfer, in whole or in part, of a transferable interest: (1) is permissible; (2)(A) does not by itself cause a member to cease to be a member of the limited liability company; and (B) does not by itself cause a member to cease to be associated with a series of the limited liability company; (3) does not by itself cause a dissolution and winding up of the limited liability company, or a series thereof; and (4) subject to Section 10A-5A-5.04, does not entitle the transferee to: (A) participate in the direction or oversight of the activities and affairs of the limited liability company, or a series thereof; or (B) have access to records or other information concerning the activities and affairs of the limited liability company, or a series thereof. (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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-5.02.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...
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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...
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10A-9A-6.01
Section 10A-9A-6.01 Dissociation as a limited partner. (a) A person does not have a right to dissociate as a limited partner before the dissolution and winding up of the limited partnership. (b) A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events: (1) an event stated in the partnership agreement as causing the person's dissociation as a limited partner; (2) the person is expelled as a limited partner pursuant to the partnership agreement; (3) the person is expelled as a limited partner by the unanimous consent of the other partners if: (A) it is unlawful to carry on the limited partnership's activities and affairs with the person as a limited partner; (B) there has been a transfer of all of the person's transferable interest in the limited partnership, other than a transfer for security purposes; (C) the person is an organization and, within 90 days after the limited partnership notifies the person that it will be...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-6.01.htm - 4K - Match Info - Similar pages
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