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10A-8A-2.01
Section 10A-8A-2.01 Formation of partnership. (a) Except as otherwise provided in subsection
(b), the association of two or more persons: (1) to carry on as co-owners a business for profit
forms a partnership, whether or not the persons intend to form a partnership; or (2) to carry
on any not for profit activity, forms a partnership when (A) the persons intend to form a
partnership and (B) the persons deliver to the Secretary of State for filing a statement of
not for profit partnership in accordance with Section 10A-8A-2.02(b) setting forth their intention
to form a partnership to carry on a not for profit activity. (b) An association formed under
a statute other than this chapter, a predecessor statute, or a comparable statute of another
jurisdiction is not a partnership under this chapter. (c) In determining whether a partnership
is formed under Section 10A-8A-2.01(a)(1), the following rules apply: (1) Joint tenancy, tenancy
in common, tenancy by the entireties, joint property,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-2.01.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-8.07
Section 10A-8A-8.07 Other claims against dissolved partnership. Notwithstanding Sections 10A-1-9.01
and 10A-1-9.22: (a) A dissolved partnership may publish notice of its dissolution and request
that persons with claims against the dissolved partnership present them in accordance with
the notice. (b) The notice authorized by subsection (a) must: (1) be published at least one
time in a newspaper of general circulation in the county in which the dissolved partnership's
principal office in this state is located, and if none, was last located; (2) describe the
information that must be included in a claim and provide a mailing address to which the claim
is to be sent; (3) state that if not sooner barred, a claim against the dissolved partnership
will be barred unless a proceeding to enforce the claim is commenced within two years after
the publication of the notice; and (4) unless the partnership has been throughout its existence
a limited liability partnership, state that the barring of a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-8.07.htm - 5K - Match Info - Similar pages
10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.01.htm - 18K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-1.02.htm - 4K - 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
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
18-1A-3
Section 18-1A-3 Definitions. As used in this chapter, the following terms shall have the following
meanings, respectively, unless the context clearly indicates otherwise: (1) ACTION. Condemnation
action. (2) APPRAISAL. An opinion as to the value of or compensation payable for property,
prepared by the owner or under the direction of an individual qualified by knowledge, skill,
experience, training, or education to express an opinion as to the value of property. (3)
BUSINESS. A lawful activity, whether or not for profit, other than a farm operation, conducted
primarily for the purchase, sale, lease, rental, manufacture, processing, or marketing of
products, commodities, or other property, or for providing services. (4) CONDEMN. To take
property under the power of eminent domain. (5) CONDEMNATION ACTION. Includes all acts incident
to the process of condemning property after commencement of suit until the entry of final
judgment. (6) CONDEMNEE. A person who has or claims an interest in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/18-1A-3.htm - 3K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-8.02.htm - 3K - Match Info - Similar pages
8-6-2
Section 8-6-2 Definitions. When used in this article, unless the context otherwise requires,
the following terms shall have the meanings respectively ascribed to them by this section:
(1) COMMISSION or SECURITIES COMMISSION. The securities commission. (2) AGENT. Any individual
other than a dealer who represents a dealer or issuer in effecting or attempting to effect
sales of securities, but such term does not include an individual who represents an issuer
in: a. Effecting a transaction in a security exempted by subdivisions (1), (2), (3), (4),
(9) or (10) of Section 8-6-10; b. Effecting transactions exempted by Section 8-6-11; or c.
Effecting transactions with existing employees, partners, or directors of the issuer if no
commission or other remuneration is paid or given directly or indirectly for soliciting any
person in this state. A partner, officer, or director of a dealer or issuer is an agent if
he otherwise comes within this definition. (3) DEALER. Any person engaged in the...
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