10A-5-7.04
Section 10A-5-7.04 Survival of remedy after dissolution. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) A dissolved limited liability company continues
its existence but may not carry on any business except that necessary or appropriate to wind
up and liquidate its business and affairs. (b) Dissolution of a limited liability company
does not: (1) Transfer title to the limited liability company assets. (2) Terminate or suspend
a proceeding pending by or against the limited liability company on the effective date of
dissolution. (3) Terminate the authority of the registered agent of the limited liability
company. (Acts 1993, No. 93-724, p. 1425, §40; §10-12-40; amended and renumbered by Act
2009-513, p. 967, §236.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-7.04.htm - 1K - Match Info - Similar pages

10A-5A-4.07
Section 10A-5A-4.07 Direction and oversight of the limited liability company. (a) The limited
liability company agreement of a limited liability company may provide that the activities
and affairs of the limited liability company shall be under the direction, and subject to
the oversight, of: (1) its members; (2) one or more managers; or (3) such other governance
structure as provided in the limited liability company agreement. The limited liability company
agreement of a limited liability company may provide that the activities and affairs of a
series shall be under the direction, and subject to the oversight, of: (1) the members associated
with that series; (2) one or more managers; or (3) such other governance structure as provided
in the limited liability company agreement. (b) If the limited liability company agreement
does not specify who shall direct and oversee the activities and affairs of the limited liability
company or a series thereof: (1)(A) The activities and affairs of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-4.07.htm - 3K - Match Info - Similar pages

10A-8A-10.01
Section 10A-8A-10.01 Limited liability partnerships; statements; cancellations. (a) A partnership
may be formed as, or may become, a limited liability partnership pursuant to this section.
(b) In order to form a limited liability partnership, the original partnership agreement of
the partnership shall state that the partnership is formed as a limited liability partnership,
and the partnership shall deliver to the Secretary of State for filing a statement of limited
liability partnership in accordance with subsection (d) of this section. (c) In order for
an existing partnership to become a limited liability partnership, the terms and conditions
on which the partnership becomes a limited liability partnership must be approved by the affirmative
approval necessary to amend the partnership agreement and, in the case of a partnership agreement
that expressly considers obligations to contribute to the partnership, also the affirmative
approval necessary to amend those provisions, and after...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-10.01.htm - 7K - Match Info - Similar pages

10A-9A-1.09
Section 10A-9A-1.09 Partnership agreement; effect on limited partnership and persons admitted
as partners. (a) A limited partnership is bound by and may enforce the partnership agreement,
whether or not the limited partnership has itself manifested assent to the partnership agreement.
(b) A person that is admitted as a partner of a limited partnership becomes a party to and
assents to the partnership agreement except as provided in Section 10A-9A-7.02(g). (c) Two
or more persons intending to be the initial general partner and the initial limited partner
of a limited partnership may make an agreement providing that upon the formation of the limited
partnership, the agreement will become the partnership agreement. (Act 2016-379, p. 934, §1.)...

alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-1.09.htm - 1K - 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

10-9C-606
Section 10-9C-606 Power to bind and liability to limited partnership before dissolution of
partnership of person dissociated as general partner. All provisions of Title 10 have been
repealed or transferred to Title 10A, effective January 1, 2011. (Act 2009-621, p. 1805, §1.)...

alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10-9C-606.htm - 584 bytes - Match Info - Similar pages

10A-8A-1.06
Section 10A-8A-1.06 Governing law. (a) Except as otherwise provided in subsections (b), (c),
and (d) of this section, the law of the jurisdiction in which the partnership has its principal
office governs the partnership agreement and the relations among the partners and between
the partners and the partnership. (b) The law of this state governs the (i) internal affairs
of a limited liability partnership, including the relations among the partners and between
the partners and the partnership, (ii) the liability of a partner as a partner for the debts,
obligations, or other liabilities of a limited liability partnership, and (iii) the authority
of the partners of a limited liability partnership. (c) The law of the jurisdiction in which
a foreign limited liability partnership has filed its statement of limited liability partnership
or similar writing governs the (i) internal affairs of that foreign limited liability partnership,
including the relations among the partners and between the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-1.06.htm - 2K - Match Info - Similar pages

10A-9A-2.01
Section 10A-9A-2.01 Formation of limited partnership; certificate of formation. (a) In order
to form a limited partnership, a person must deliver a certificate of formation for filing
to the Secretary of State. Notwithstanding Section 10A-1-3.05, the certificate of formation
shall set forth: (1) the name of the limited partnership, which must comply with Article 5
of Chapter 1; (2) the address of the registered office required by Article 5 of Chapter 1;
(3) the name of the registered agent at the registered office as required by Article 5 of
Chapter 1; (4) the name and the street and mailing address of each general partner; (5) whether
the limited partnership is a limited liability limited partnership; (6) any additional information
required by Article 8 of Chapter 1 or by Article 10 of this chapter; and (7) any other matters
the partners determine to include therein which comply with Section 10A-9A-1.08. (b) A limited
partnership is formed when the certificate of formation becomes...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-2.01.htm - 2K - Match Info - Similar pages

10-9A-6.06
Section 10-9A-6.06 Power to bind and liability to limited partnership before dissolution of
partnership of person dissociated as general partner. Repealed by Act 2016-379, §5, effective
January 1, 2017. (Act 2009-621, p. 1805, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10-9A-6.06.htm - 545 bytes - Match Info - Similar pages

10A-5A-1.04
Section 10A-5A-1.04 Powers and privileges. (a) A limited liability company is a separate legal
entity. A limited liability company's status for tax purposes shall not affect its status
as a separate legal entity formed under this chapter. (b) A limited liability company shall
possess and may exercise all the powers and privileges granted and enumerated by Chapter 1
or by any other law or by its limited liability company agreement, together with any powers
incidental thereto, including those powers and privileges necessary or convenient to the conduct,
promotion, or attainment of the business, purposes, or activities and affairs of the limited
liability company. (c) A limited liability company may carry on any lawful activity, whether
or not for profit. (d) A series established under this chapter has the power and capacity,
in the series' own name, to: (1) sue and be sued; (2) contract; (3) hold and convey title
to assets of the series, including real property, personal property, and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-1.04.htm - 1K - Match Info - Similar pages