10A-5A-7.02
Section 10A-5A-7.02 Effect of dissolution. Notwithstanding Section 10A-1-9.12: (a) A dissolved limited liability company continues its existence as a limited liability company 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-5A-7.06; 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 liability company may: (1) deliver for filing a statement of dissolution to the Secretary of State setting forth: (A) The name of the limited liability company. (B) The unique identifying number or other designation as assigned by the Secretary of...
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10A-9A-8.08
Section 10A-9A-8.08 Liability of general partner and person dissociated as general partner when claim against limited partnership barred. If a claim against a dissolved limited partnership is barred under Section 10A-9A-8.06 or 10A-9A-8.07, any corresponding claim under Section 10A-9A-4.04 or 10A-9A-6.07 is also barred. (Act 2016-379, §1.)...
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10A-9A-9.01
Section 10A-9A-9.01 Direct action by partner. (a) Subject to subsection (b), a partner may maintain a direct action against another partner or partners or the limited partnership, with or without an accounting as to the partnership's activities and affairs, to enforce the partner's rights and otherwise protect the partner's interests, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship. (b) A partner maintaining a direct action under subsection (a) must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership. (c) A partner may maintain a direct action to enforce a right of a limited partnership if all partners at the time of suit are parties to the action. (d) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. (e) A right to an accounting...
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10A-9A-1.13
Section 10A-9A-1.13 Dual capacity. A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners. (Act 2016-379, §1.)...
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10A-9A-4.05
Section 10A-9A-4.05 Actions by and against partnership and partners. (a) To the extent not inconsistent with Section 10A-9A-4.04, a general partner may be joined in an action against the limited partnership or named in a separate action. (b) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner's assets unless there is also a judgment against the general partner. (c) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under Section 10A-9A-4.04 and either: (1) a judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part; (2) the limited partnership is a debtor in...
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10A-9A-5.04
Section 10A-9A-5.04 Interim distributions. A partner has a right to a distribution before the dissolution and winding up of a limited partnership as provided in the partnership agreement. A decision to make a distribution before the dissolution and winding up of the limited partnership is a decision in the ordinary course of the activities and affairs of the limited partnership. (Act 2016-379, §1.)...
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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...
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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-9A-10.01
Section 10A-9A-10.01 Definitions. Notwithstanding Section 10A-1-1.03, as used in this article, unless the context otherwise requires, the following terms mean: (1) "CONSTITUENT LIMITED PARTNERSHIP" means a constituent organization that is a limited partnership. (2) "CONSTITUENT ORGANIZATION" means an organization that is party to a merger under this article. (3) "CONVERTED ORGANIZATION" means the organization into which a converting organization converts pursuant to this article. (4) "CONVERTING LIMITED PARTNERSHIP" means a converting organization that is a limited partnership. (5) "CONVERTING ORGANIZATION" means an organization that converts into another organization pursuant to this article. (6) "GENERAL PARTNER" means a general partner of a limited partnership. (7) "GOVERNING STATUTE" of an organization means the statute that governs the organization's internal affairs. (8) "ORGANIZATION" means a general partnership, including a limited liability partnership; limited partnership,...
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10A-9A-6.04
Section 10A-9A-6.04 Person's power to dissociate as general partner; wrongful dissociation. (a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to Section 10A-9A-6.03(1). (b) A person's dissociation as a general partner is wrongful only if: (1) it is in breach of an express provision of the limited partnership; or (2) it occurs before the completion of the winding up of the limited partnership, and: (A) the person dissociates as a general partner by express will; (B) the person is expelled as a general partner by judicial order under Section 10A-9A-6.03(5); (C) the person is dissociated as a general partner by becoming a debtor in bankruptcy; or (D) in the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated. (c) A person that wrongfully dissociates as a general...
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