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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-7/section-10a-8a-7-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 7 - Person's Dissociation as a Partner When Business or Not for Profit Activity Not Wound Up.›Section 10A-8A-7.04 - Statement of Dissociation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 7 - Person's Dissociation as a Partner When Business or Not for Profit Activity Not Wound Up. › Section 10A-8A-7.04 - Statement of Dissociation.
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Section 10A-8A-7.04
Statement of dissociation.
(a) A person dissociated as a partner or the partnership may file a statement of dissociation stating the name of the partnership and that the person is dissociated as a partner from the partnership.
(b) A statement of dissociation is a limitation on the authority of a person dissociated as a partner for the purposes of Section 10A-8A-3.03.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-7/section-10a-8a-7-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 7 - Person's Dissociation as a Partner When Business or Not for Profit Activity Not Wound Up.›Section 10A-8A-7.05 - Continued Use of Partnership Name.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 7 - Person's Dissociation as a Partner When Business or Not for Profit Activity Not Wound Up. › Section 10A-8A-7.05 - Continued Use of Partnership Name.
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Section 10A-8A-7.05
Continued use of partnership name.
Continued use of a partnership name, or a person's name that is dissociated as a partner as part thereof, by partners continuing the business or not for profit activity does not of itself make the person dissociated as a partner liable for an obligation of the partners or the partnership continuing the business or not for profit activity.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-8/section-10a-8a-8-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 8 - Dissolution and Winding Up.›Section 10A-8A-8.01 - Events of Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 8 - Dissolution and Winding Up. › Section 10A-8A-8.01 - Events of Dissolution.
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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 Section 10A-8A-6.02(b)(2)(A) constitutes the expression of that partner's will to wind up the business or not for profit activity of the partnership;
(ii) the consent of all of the partners to dissolve and wind up the partnership's business or not for profit activity; or
(iii) the expiration of the term or the completion of the undertaking;
(3) an event or circumstance that the partnership agreement states causes dissolution;
(4) on application by a partner, the entry of an order by a court of competent jurisdiction dissolving the partnership on the grounds that it is not reasonably practicable to carry on the partnership's business or not for profit activity in conformity with the partnership agreement;
(5) on application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business or not for profit activity:
(i) after the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer; or
(ii) at any time, if the partnership was a partnership at will at the time of the transfer;
(6) the passage of 90 consecutive days during which the partnership does not have at least two partners, unless either of the following applies:
(i) The remaining partner agrees in writing within 90 days after the dissociation of the last partner, to continue the business or not for profit activity of the partnership and to admit one or more new partners; or
(ii) The business or not for profit activity of the partnership is continued and one or more new partners are admitted in the manner stated in the partnership agreement; or
(7) the passage of 90 consecutive days during which the partnership does not have any remaining partners, unless either of the following applies:
(i) The holders of all of the transferable interests in the partnership agree in writing, within 90 days after the dissociation of the last partner, to continue the business or not for profit activity of the partnership and to admit two or more new partners; or
(ii) The business or not for profit activity of the partnership is continued and two or more new partners are admitted in the manner stated in the partnership agreement.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-8/section-10a-8a-8-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 8 - Dissolution and Winding Up.›Section 10A-8A-8.02 - Effect of Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 8 - Dissolution and Winding Up. › Section 10A-8A-8.02 - Effect of Dissolution.
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Section 10A-8A-8.02
Effect of dissolution.
(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 partnership, a statement of authority, or a statement of limited liability partnership, the unique identifying number or other designation as assigned by the Secretary of State;
(C) That the partnership has dissolved;
(D) The name, street address, and mailing address of the partner who will be winding up the business or not for profit activity of the partnership pursuant to Section 10A-8A-8.03(a), and if none, the name, street address, and mailing address of the person appointed pursuant to Section 10A-8A-8.03(b) or (c) to wind up the business or not for profit activity of the partnership;
(E) If the partnership has filed a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership, the name, street address, and mailing address of the partnership's registered agent; and
(F) Any other information the partnership deems appropriate;
(2) preserve the partnership's business or not for profit activity as a going concern for a reasonable time;
(3) prosecute, defend, or settle actions or proceedings, whether civil, criminal, or administrative;
(4) transfer the partnership's assets;
(5) resolve disputes by mediation or arbitration; and
(6) merge or convert in accordance with Article 9 of this chapter or Article 8 of Chapter 1.
(c) The dissolution of a partnership does not:
(1) transfer title to the partnership's property;
(2) prevent the commencement of a proceeding by or against the partnership in its partnership name;
(3) terminate, abate, or suspend a proceeding pending by or against the partnership on the effective date of dissolution;
(4) terminate the authority of its registered agent; or
(5) abate, suspend, or otherwise alter the application of Section 10A-8A-3.06.
(d) A statement of dissolution is a filing instrument under Chapter 1.
(Act 2018-125, §7; Act 2020-73, §10; Act 2021-299, §5.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-8/section-10a-8a-8-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 8 - Dissolution and Winding Up.›Section 10A-8A-8.03 - Right to Wind Up Business or Not for Profit Activity.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 8 - Dissolution and Winding Up. › Section 10A-8A-8.03 - Right to Wind Up Business or Not for Profit Activity.
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Section 10A-8A-8.03
Right to wind up business or not for profit activity.
(a) If a dissolved partnership has a partner or partners that have not dissociated, that partner or those partners shall wind up the business or not for profit activity of the partnership and shall have the powers set forth in Section 10A-8A-8.04. A person whose dissociation as a partner resulted in the dissolution of the partnership may participate in the winding up as if still a partner, unless the dissociation was wrongful.
(b) If a dissolved partnership does not have a partner and no person has the right to participate in winding up under subsection (a), the personal or legal representative of the last person to have been a partner may wind up the partnership's business or not for profit activity. If the representative does not exercise that right, a person to wind up the partnership's business or not for profit activity may be appointed by the affirmative vote or consent of transferees owning a majority of the transferable interests at the time the consent is to be effective.
(c) A court of competent jurisdiction may order judicial supervision of the winding up of a dissolved partnership, including the appointment of a person to wind up the partnership's business or not for profit activity:
(1) on application of a partner or any person entitled under the last sentence of subsection (a) to participate in the winding up of the dissolved partnership, if the applicant establishes good cause;
(2) on application of a transferee, if the partnership does not have a partner and within a reasonable time following the dissolution no person having the authority to wind up the business or not for profit activity of the partnership has been appointed pursuant to subsection (b);
(3) on application of a transferee, if the partnership does not have a partner and within a reasonable time following the dissolution the person appointed pursuant to subsection (b) is not winding up the business or not for profit activity of the partnership; or
(4) in connection with a proceeding under Section 10A-8A-8.01(4) or (5).
(d) A person appointed under subsection (b) or (c) is not a partner but:
(1) has the powers of a partner under Section 10A-8A-8.04 but is not liable for the debts, liabilities, and other obligations of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the business or not for profit activity of the dissolved partnership; and
(2) shall promptly deliver to the Secretary of State for filing a statement of dissolution setting forth the items listed in Section 10A-8A-8.02(b)(1) and the following:
(A) that the partnership does not have a partner;
(B) the name, street address, and mailing address of each person that has been appointed to wind up the business or not for profit activity of the partnership;
(C) that each person has been appointed pursuant to subsection (b) or (c), as applicable, to wind up the business or not for profit activity of the partnership; and
(D) pursuant to this section, that each person has the powers of a partner under Section 10A-8A-8.04 but is not liable for the debts, liabilities, and other obligations of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the business or not for profit activity of the dissolved partnership.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-8/section-10a-8a-8-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 8 - Dissolution and Winding Up.›Section 10A-8A-8.04 - Power to Bind Partnership After Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 8 - Dissolution and Winding Up. › Section 10A-8A-8.04 - Power to Bind Partnership After Dissolution.
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Section 10A-8A-8.04
Power to bind partnership after dissolution.
(a) After dissolution, a partnership is bound by the act of a partner or by the act of a dissociated partner acting as a partner under Section 10A-8A-8.03(a) which:
(1) is appropriate for winding up the partnership's business or not for profit activity; or
(2) would have bound the partnership under Section 10A-8A-3.01 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
(b) Subject to subsection (a), a person dissociated as a partner binds a partnership through an act occurring after dissolution only if:
(1) at the time the other party enters into the transaction the other party does not have notice of the dissociation and reasonably believes that the person is a partner; and
(2) the act:
(A) is appropriate for winding up the partnership's business or not for profit activity; or
(B) would have bound the partnership under Section 10A-8A-3.01 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-8/section-10a-8a-8-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 8 - Dissolution and Winding Up.›Section 10A-8A-8.05 - Liability After Dissolution of Partner and Person Dissociated as Partner; Othe...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 8 - Dissolution and Winding Up. › Section 10A-8A-8.05 - Liability After Dissolution of Partner and Person Dissociated as Partner; Other Partners, and Persons Dissociated as Partners.
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Section 10A-8A-8.05
Liability after dissolution of partner and person dissociated as partner; other partners, and persons dissociated as partners.
(a) If a partner having knowledge of the dissolution causes a partnership to incur an obligation under Section 10A-8A-8.04(a) by an act that is not appropriate for winding up the partnership's business or not for profit activity, the partner is liable:
(1) to the partnership for any damage caused to the partnership arising from the obligation; and
(2) if another partner or a person dissociated as a partner is liable for the obligation, to that other partner or person for any damage caused to that other partner or person arising from the liability.
(b) If a person dissociated as a partner causes a partnership to incur an obligation under Section 10A-8A-8.04(b), the person is liable:
(1) to the partnership for any damage caused to the partnership arising from the obligation; and
(2) if a partner or another person dissociated as a partner is liable for the obligation, to the partner or other person for any damage caused to the partner or other person arising from the liability.
(c) A person dissociated as a partner is not liable under subsection (b) if:
(1) the last sentence of Section 10A-8A-8.03(a) permits the person to participate in winding up; and
(2) the act that causes the partnership to be bound under Section 10A-8A-8.04(b) is appropriate for winding up the partnership's business or not for profit activity.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-8/section-10a-8a-8-06/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 8 - Dissolution and Winding Up.›Section 10A-8A-8.06 - Known Claims Against Dissolved Partnership.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 8 - Dissolution and Winding Up. › Section 10A-8A-8.06 - Known Claims Against Dissolved Partnership.
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Section 10A-8A-8.06
Known claims against dissolved partnership.
(a) A dissolved partnership may dispose of any known claims against it by following the procedures described in subsection (b) at any time after the effective date of the dissolution of the partnership.
(b) A dissolved partnership may give notice of the dissolution in writing to the holder of any known claim. The notice must:
(1) identify the dissolved partnership;
(2) describe the information required to be included in a claim;
(3) provide a mailing address to which the claim is to be sent;
(4) state the deadline, which may not be fewer than 120 days from the effective date of the notice, by which the dissolved partnership must receive the claim;
(5) state that if not sooner barred, the claim will be barred if not received by the deadline; and
(6) unless the partnership has been throughout its existence a limited liability partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on Section 10A-8A-3.06.
(c) Unless sooner barred by any other statute limiting actions, a claim against a dissolved partnership is barred:
(1) if a claimant who was given notice under subsection (b) does not deliver the claim to the dissolved partnership by the deadline; or
(2) if a claimant whose claim was rejected by the dissolved partnership, does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.
(d) For purposes of this section, "known claim" or "claim" includes unliquidated claims, but does not include a contingent liability that has not matured so that there is no immediate right to bring suit or a claim based on an event occurring after the effective date of dissolution.
(e) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.
(Act 2018-125, §7; Act 2021-299, §5.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-8/section-10a-8a-8-07/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 8 - Dissolution and Winding Up.›Section 10A-8A-8.07 - Other Claims Against Dissolved Partnership.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 8 - Dissolution and Winding Up. › Section 10A-8A-8.07 - Other Claims Against Dissolved Partnership.
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Section 10A-8A-8.07
Other claims against dissolved partnership.
(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 claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on Section 10A-8A-3.06.
(c) If a dissolved partnership publishes a newspaper notice in accordance with subsection (b), unless sooner barred by any other statute limiting actions, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved partnership within two years after the publication date of the newspaper notice:
(1) a claimant who was not given notice under Section 10A-8A-8.06;
(2) a claimant whose claim was timely sent to the dissolved partnership but not acted on by the dissolved partnership; and
(3) a claimant whose claim is contingent at the effective date of the dissolution of the partnership, or is based on an event occurring after the effective date of the dissolution of the partnership.
(d) A claim that is not barred under this section, any other statute limiting actions, or Section 10A-8A-8.06 may be enforced:
(1) against a partnership, to the extent of its undistributed assets;
(2) except as provided in subsection (h), if the assets of a dissolved partnership have been distributed after dissolution, against the person or persons owning the transferable interests to the extent of that person's proportionate share of the claim or of the assets distributed to that person after dissolution, whichever is less, but a person's total liability for all claims under subsection (d) may not exceed the total amount of assets distributed to that person after dissolution of the partnership; or
(3) against any person liable on the claim under Sections 10A-8A-3.06, 10A-8A-7.03, and 10A-8A-8.05.
(e) A dissolved partnership that published a notice under this section may file an application with a court of competent jurisdiction for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved partnership or that are based on an event occurring after the effective date of the dissolution of the partnership but that, based on the facts known to the dissolved partnership, are reasonably estimated to arise after the effective date of the dissolution of the partnership. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection (c).
(f) Within 10 days after the filing of the application provided for in subsection (e), notice of the proceeding shall be given by the dissolved partnership to each potential claimant as described in subsection (e).
(g) The court under subsection (e) may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, shall be paid by the dissolved partnership.
(h) Provision by the dissolved partnership for security in the amount and the form ordered by the court under subsection (e) shall satisfy the dissolved partnership's obligation with respect to claims that are contingent, have not been made known to the dissolved partnership, or are based on an event occurring after the effective date of the dissolution of the partnership, and those claims may not be enforced against a person owning a transferable interest to whom assets have been distributed by the dissolved partnership after the effective date of the dissolution of the partnership.
(i) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.
(j) If a claim has been satisfied, disposed of, or barred under Section 10A-8A-8.06, this section, or other law, the person or persons designated to wind up the business or not for profit activity of a partnership, and the owners of the transferable interests receiving assets from the partnership, shall not be liable for that claim.
(Act 2018-125, §7; Act 2020-73, §10; Act 2021-299, §5.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-8/section-10a-8a-8-08/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 8 - Dissolution and Winding Up.›Section 10A-8A-8.08 - Liability of Partner and Person Dissociated as Partner When Claim Against Part...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 8 - Dissolution and Winding Up. › Section 10A-8A-8.08 - Liability of Partner and Person Dissociated as Partner When Claim Against Partnership.
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Section 10A-8A-8.08
Liability of partner and person dissociated as partner when claim against partnership.
If a claim against a dissolved partnership is barred under Section 10A-8A-8.06 or 10A-8A-8.07, any corresponding claim under Sections 10A-8A-3.06, 10A-8A-7.03, and 10A-8A-8.05 is also barred.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-8/section-10a-8a-8-09/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 8 - Dissolution and Winding Up.›Section 10A-8A-8.09 - Disposition of Assets, When Contributions Required.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 8 - Dissolution and Winding Up. › Section 10A-8A-8.09 - Disposition of Assets, When Contributions Required.
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Section 10A-8A-8.09
Disposition of assets, when contributions required.
Upon the winding up of a partnership, the assets of the partnership, including any obligation under Sections 10A-8A-4.03, 10A-8A-4.04, and 10A-8A-4.09, and any contribution required by this section, shall be applied as follows:
(a) Payment, or adequate provision for payment, shall be made to creditors, including, to the extent permitted by law, partners who are creditors, in satisfaction of liabilities of the partnership.
(b) After a partnership complies with subsection (a), any surplus must be distributed:
(1) first, to each person owning a transferable interest that reflects contributions made on account of the transferable interest and not previously returned, an amount equal to the value of the person's unreturned contributions; and
(2) then to each person owning a transferable interest in the proportions in which the owners of transferable interests share in distributions before dissolution.
(c) If the partnership does not have sufficient surplus to comply with subsection (b)(1), any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.
(d) If a partnership's assets are insufficient to satisfy all of its obligations under subsection (a), with respect to each unsatisfied obligation incurred when the partnership was not a limited liability partnership, the following rules apply:
(1) Each person that was a partner when the obligation was incurred and that has not been released from the obligation under Section 10A-8A-7.03(c) and (d) shall contribute to the partnership for the purpose of enabling the partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of partner in effect for each of those persons when the obligation was incurred.
(2) If a person does not contribute the full amount required under paragraph (1) with respect to an unsatisfied obligation of the partnership, the other persons required to contribute by paragraph (1) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of partner in effect for each of those other persons when the obligation was incurred.
(3) If a person does not make the additional contribution required by paragraph (2), further additional contributions are determined and due in the same manner as provided in that paragraph.
(e) A person that makes an additional contribution under subsection (d)(2) or (3) may recover from any person whose failure to contribute under subsection (d)(1) or (2) necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person's liability under this subsection may not exceed the amount the person failed to contribute.
(f) The estate of a deceased individual is liable for the person's obligations under this section.
(g) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a person's obligation to contribute under subsection (d).
(Act 2018-125, §7; Act 2021-299, §5.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-8/section-10a-8a-8-10/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 8 - Dissolution and Winding Up.›Section 10A-8A-8.10 - Reinstatement After Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 8 - Dissolution and Winding Up. › Section 10A-8A-8.10 - Reinstatement After Dissolution.
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Section 10A-8A-8.10
Reinstatement after dissolution.
A partnership that has been dissolved may be reinstated upon compliance with the following conditions:
(a) the consent shall have been obtained from the partners or other persons entitled to consent at the time that is:
(1) required for reinstatement under the partnership agreement; or
(2) if the partnership agreement does not state the consent required for reinstatement, sufficient for dissolution under the partnership agreement; or
(3) if the partnership agreement neither states the consent required for reinstatement nor for dissolution, sufficient for dissolution under this chapter;
(b) in the case of a written objection to reinstatement having been delivered to the partnership before or at the time of the consent required by subsection (a) by the partners or other persons having authority under the partnership agreement to bring about or prevent dissolution of the partnership, those partners or persons withdrawing that written objection effective at the time of the consent required by subsection (a);
(c) in the case of a partnership dissolved in a judicial proceeding initiated by one or more of the partners pursuant to Section 10A-8A-8.01(4), the consent of each of those partners shall have been obtained and shall be included in the consent required by subsection (a);
(d) in the case of a partnership dissolved in a judicial proceeding initiated by one or more of transferees pursuant to Section 10A-8A-8.01(5), the consent of each of those transferees shall have been obtained and shall be included in the consent required by subsection (a); and
(e) in the case of a partnership that has filed a statement of dissolution, the filing of a certificate of reinstatement in accordance with Section 10A-8A-8.11.
(Act 2018-125, §7; Act 2021-299, §5.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 8 - Dissolution and Winding Up.›Section 10A-8A-8.11 - Certificate of Reinstatement.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 8 - Dissolution and Winding Up. › Section 10A-8A-8.11 - Certificate of Reinstatement.
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Section 10A-8A-8.11
Certificate of reinstatement.
A partnership that has dissolved, has filed a statement of dissolution, and is seeking to reinstate in accordance with Section 10A-8A-8.10, shall deliver to the Secretary of State for filing a certificate of reinstatement in accordance with the following:
(a) A certificate of reinstatement shall be delivered to the Secretary of State for filing. The certificate of reinstatement shall state:
(1) the name of the partnership before reinstatement;
(2) the name of the partnership following reinstatement, which partnership name shall comply with Section 10A-8A-8.12;
(3) the date of formation of the partnership;
(4) the date of filing its statement of dissolution, and all amendments and restatements thereof, and the office or offices where filed;
(5) if the partnership has filed a statement of partnership, a statement of not for profit partnership, a statement of authority, or a statement of limited liability partnership, the unique identifying number or other designation as assigned by the Secretary of State;
(6) the date of dissolution of the partnership, if known;
(7) a statement that all applicable conditions of Section 10A-8A-8.10 have been satisfied; and
(8) the address of the registered office and the name of the registered agent at that address in compliance with Article 5 of Chapter 1.
(b) A partnership shall deliver to the Secretary of State for filing a statement of dissolution prior to or simultaneously with the certificate of reinstatement. If a partnership has not filed a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership prior to filing its statement of dissolution, the partnership must also deliver to the Secretary of State for filing a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership, simultaneously with the certificate of reinstatement.
(c) A certificate of reinstatement is a filing instrument under Chapter 1.
(Act 2018-125, §7; Act 2020-73, §10.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 8 - Dissolution and Winding Up.›Section 10A-8A-8.12 - Partnership Name Upon Reinstatement.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 8 - Dissolution and Winding Up. › Section 10A-8A-8.12 - Partnership Name Upon Reinstatement.
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Section 10A-8A-8.12
Partnership name upon reinstatement.
The name of a partnership following the filing of a certificate of reinstatement shall be determined as follows:
(a) if the partnership is listed in the Secretary of State's records as a partnership that has been dissolved, then the name of a partnership following reinstatement shall be that partnership name at the time of reinstatement if that partnership name complies with Article 5 of Chapter 1 at the time of reinstatement; and
(b) if that partnership name does not comply with Article 5 of Chapter 1, the name of the partnership following reinstatement shall be that partnership name followed by the word "reinstated."
(Act 2018-125, §7.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 8 - Dissolution and Winding Up.›Section 10A-8A-8.13 - Effect of Reinstatement.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 8 - Dissolution and Winding Up. › Section 10A-8A-8.13 - Effect of Reinstatement.
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Section 10A-8A-8.13
Effect of reinstatement.
(a) Subject to subsection (b), upon reinstatement, the partnership shall be deemed for all purposes to have continued its business or not for profit activity as if dissolution had never occurred; and each right inuring to, and each debt, obligation, and liability incurred by, the partnership after the dissolution shall be determined as if the dissolution had never occurred.
(b) The rights of persons acting in reliance on the dissolution before those persons had notice of the reinstatement shall not be adversely affected by the reinstatement.
(Act 2018-125, §7.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 9 - Conversions and Mergers.›Section 10A-8A-9.01 - Definitions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 9 - Conversions and Mergers. › Section 10A-8A-9.01 - Definitions.
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Section 10A-8A-9.01
Definitions.
As used in this article, unless the context otherwise requires, the following terms mean:
(1) CONSTITUENT ORGANIZATION means an organization that is party to a merger under this article.
(2) CONSTITUENT PARTNERSHIP means a constituent organization that is a partnership.
(3) CONVERTED ORGANIZATION means the organization into which a converting organization converts pursuant to this article.
(4) CONVERTING ORGANIZATION means an organization that converts into another organization pursuant to this article.
(5) CONVERTING PARTNERSHIP means a converting organization that is a partnership.
(6) GOVERNING STATUTE of an organization means the statute that governs the organization's internal affairs.
(7) ORGANIZATION means a partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; nonprofit corporation; professional corporation; or any other person having a governing statute. The term includes domestic and foreign organizations whether or not organized for profit.
(8) ORGANIZATIONAL DOCUMENTS means:
(A)(i) for a partnership, its partnership agreement and, if applicable, its statement of partnership, statement of not for profit partnership, or statement of limited liability partnership; and (ii) for a foreign partnership, its partnership agreement and, if applicable, its statement of foreign limited liability partnership;
(B) for a limited partnership or foreign limited partnership, its certificate of formation and partnership agreement, or comparable writings as provided in its governing statute;
(C) for a limited liability company or foreign limited liability company, its certificate of formation and limited liability company agreement, or comparable writings as provided in its governing statute;
(D) for a business or statutory trust or foreign business or statutory trust its agreement of trust and declaration of trust, or comparable writings as provided in its governing statute;
(E) for a corporation for profit or foreign corporation for profit, its certificate of formation, bylaws, and other agreements among its shareholders that are authorized by its governing statute, or comparable writings as provided in its governing statute;
(F) for a nonprofit corporation or foreign nonprofit corporation, its certificate of formation, bylaws, and other agreements that are authorized by its governing statute, or comparable writings as provided in its governing statute;
(G) for a professional corporation or foreign professional corporation, its certificate of formation, bylaws, and other agreements among its shareholders that are authorized by its governing statute, or comparable writings as provided in its governing statute; and
(H) for any other organization, the basic writings that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.
(9) SURVIVING ORGANIZATION means an organization into which one or more other organizations are merged under this article, whether the organization pre-existed the merger or was created pursuant to the merger.
(Act 2018-125, §7; Act 2021-299, §5.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 9 - Conversions and Mergers.›Section 10A-8A-9.02 - Conversion.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 9 - Conversions and Mergers. › Section 10A-8A-9.02 - Conversion.
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Section 10A-8A-9.02
Conversion.
(a) An organization other than a partnership may convert to a partnership, and a partnership may convert to an organization other than a partnership pursuant to this section, Sections 10A-8A-9.03 through 10A-8A-9.05, and a plan of conversion, if:
(1) the governing statute of the organization that is not a partnership authorizes the conversion;
(2) the law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and
(3) the converting organization and the converted organization each comply with the governing statute and organizational documents applicable to that organization in effecting the conversion.
(b) A plan of conversion must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;
(2) the name, type of organization, and mailing address of the principal office of the converted organization after conversion;
(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration allowed in Section 10A-8A-9.02(c); and
(4) the organizational documents of the converted organization.
(c) In connection with a conversion, rights or securities of or interests in the converting organization may be exchanged for or converted into cash, property, or rights or securities of or interests in the converted organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another organization or may be cancelled.
(d) If a partnership is the converting organization and that partnership does not have an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, then that partnership must, before proceeding with a conversion deliver to the Secretary of State for filing, a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership simultaneously with the delivery to the Secretary of State for filing, of a statement of conversion.
(e) If an organization is converting to a partnership, the converting organization must deliver to the Secretary of State for filing a statement of partnership, statement of not for profit partnership, or a statement of limited liability partnership in accordance with Section 10A-8A-9.04.
(Act 2018-125, §7; Act 2019-94, §2.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 9 - Conversions and Mergers.›Section 10A-8A-9.03 - Action on Plan of Conversion by Converting Partnership.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 9 - Conversions and Mergers. › Section 10A-8A-9.03 - Action on Plan of Conversion by Converting Partnership.
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Section 10A-8A-9.03
Action on plan of conversion by converting partnership.
(a) Subject to Section 10A-8A-9.10, a plan of conversion must be consented to by all the partners of a converting partnership.
(b) Subject to Section 10A-8A-9.10 and any contractual rights, after a conversion is approved, and at any time before a filing is made under Section 10A-8A-9.04, a converting partnership may amend the plan or abandon the planned conversion:
(1) as provided in the plan; and
(2) except as prohibited by the plan, by the same consent as was required to approve the plan.
(Act 2018-125, §7.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 9 - Conversions and Mergers.›Section 10A-8A-9.04 - Filings Required for Conversion; Effective Date.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 9 - Conversions and Mergers. › Section 10A-8A-9.04 - Filings Required for Conversion; Effective Date.
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Section 10A-8A-9.04
Filings required for conversion; effective date.
(a) After a plan of conversion is approved:
(1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), which statement of conversion must be signed in accordance with Section 10A-8A-2.03 and which must include:
(A) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;
(B) the date of the filing of the certificate of formation of the converting organization, if any, and all prior amendments and the filing office or offices, if any, where such is filed;
(C) a statement that the converting organization has been converted into the converted organization;
(D) the name and type of organization of the converted organization and the jurisdiction of its governing statute;
(E) the street and mailing address of the principal office of the converted organization;
(F) the date the conversion is effective under the governing statute of the converted organization;
(G) a statement that the conversion was approved as required by this chapter;
(H) a statement that the conversion was approved as required by the governing statute of the converted organization;
(I) a statement that a copy of the plan of conversion will be furnished by the converted organization, on request and without cost, to any owner of the converting organization; and
(J) if the converted organization is a foreign organization not authorized to conduct business or not for profit activity in this state, the street and mailing address of an office for the purposes of Section 10A-8A-9.05(b); and
(2) if the converted organization is a partnership, the converting organization shall deliver to the Secretary of State for filing a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, as applicable, which statement of partnership, statement of not for profit partnership, or statement of limited liability partnership must include, in addition to the information required by Section 10A-8A-2.02 or 10A-8A-10.01, as applicable:
(A) a statement that the partnership was converted from the converting organization;
(B) the name and type of organization of the converting organization, the jurisdiction of the converting organization's governing statute, and the converting organization's unique identifying number or other designation as assigned by the Secretary of State, if any; and
(C) a statement that the conversion was approved in a manner that complied with the converting organization's governing statute.
(3) if the converting organization is a partnership and that partnership does not have an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, then the converting organization must deliver to the Secretary of State for filing, a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership simultaneously with the delivery to the Secretary of State for filing, of a statement of conversion.
(b) A conversion becomes effective:
(1) if the converted organization is a partnership, when the statement of partnership, statement of not for profit partnership, or statement of limited liability partnership takes effect; and
(2) if the converted organization is not a partnership, as provided by the governing statute of the converted organization.
(c) If the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, then the converting organization shall deliver for filing the statement of conversion required under subsection (a)(1) and the statement, if any, required under subsection (a)(3) to the Secretary of State.
(d) If the converted organization is a partnership, the converting organization shall deliver for filing a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership required under subsection (a)(2) to the Secretary of State.
(e) If the converting organization is required to deliver for filing a statement of conversion and a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership to the Secretary of State, then the converting organization shall deliver for filing the statement of conversion and the statement of partnership, statement of not for profit partnership, or statement of limited liability partnership to the Secretary of State simultaneously.
(f) After a conversion becomes effective, if the converted organization is a partnership, then, except for (I) certified copies of documents permitted to be delivered to the judge of probate for filing pursuant to subsection (h) and (II) certified copies of statements of authority, denial, and cancellations thereof permitted to be delivered to the judge of probate for filing pursuant to Sections 10A-8A-3.03 and 10A-8A-3.04, all filing instruments required to be filed under this title regarding that converted organization shall be filed with the Secretary of State.
(g) If:
(1) the converting organization is a filing entity, a partnership with an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, a foreign filing entity registered to conduct business or not for profit activity in this state or a qualified foreign limited liability partnership;
(2) the converted organization will be a filing entity, a partnership with an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, a foreign filing entity registered to conduct business or not for profit activity in this state or a qualified foreign limited liability partnership;
(3) the name of the converting organization and the converted organization are to be the same, other than words, phrases or abbreviations indicating the type of entity; and
(4) the name of the converted organization complies with Division A of Article 5 of Chapter 1 or Section 10A-1-7.07, as the case may be; then notwithstanding Division B of Article 5 of Chapter 1, no name reservation shall be required and the converted organization shall for all purposes of this title be entitled to utilize the name of the converting organization without any further action by the converting organization or the converted organization.
(h) A certified copy of any document required to be filed under this section may be filed in the real estate records in the office of the judge of probate in any county in which the converting organization owned real property, without payment and without collection by the judge of probate of any deed or other transfer tax or fee. The judge of probate shall, however, be entitled to collect a filing fee of five dollars ($5). Any such filing shall evidence chain of title, but lack of filing shall not affect the converted organization's title to such real property.
(i) A statement of conversion is a filing instrument under Chapter 1.
(j) The filing fees for a statement of conversion shall be as set forth in Chapter 1.
(Act 2018-125, §7; Act 2019-94, §2.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 9 - Conversions and Mergers.›Section 10A-8A-9.05 - Effect of Conversion.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 9 - Conversions and Mergers. › Section 10A-8A-9.05 - Effect of Conversion.
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Section 10A-8A-9.05
Effect of conversion.
(a) When a conversion takes effect:
(1) all property and contract rights owned by the converting organization remains vested in the converted organization without transfer, reversion, or impairment and the title to any property vested by deed or otherwise in the converting organization shall not revert or be in any way impaired by reason of the conversion;
(2) all debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization and neither the rights of creditors, nor the liens upon the property of the converting organization shall be impaired by the conversion;
(3) an action or proceeding pending by or against the converting organization continues as if the conversion had not occurred and the name of the converted entity may, but need not, be substituted for the name of the converting entity in any pending action or proceeding;
(4) except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;
(5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect;
(6) except as otherwise agreed, for all purposes of the laws of this state, the converting organization shall not be required to wind up its business or not for profit activity or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of the converting organization;
(7) for all purposes of the laws of this state, the rights, privileges, powers, interests in property, debts, liabilities and duties of the converting organization, shall be the rights, privileges, powers, interests in property, debts, liabilities and duties of the converted organization, and shall not be deemed as a consequence of the conversion, to have been transferred to the converted organization;
(8) if the converted organization is a partnership, for all purposes of the laws of this state, the partnership shall be deemed to be the same organization as the converting organization, and the conversion shall constitute a continuation of the existence of the converting organization in the form of a partnership;
(9) if the converted organization is a partnership, the existence of the partnership shall be deemed to have commenced on the date the converting organization commenced its existence in the jurisdiction in which the converting organization was first created, formed, organized, incorporated, or otherwise came into being;
(10) the conversion shall not affect the choice of law applicable to matters arising prior to conversion; and
(11) If the Secretary of State has assigned a unique identifying number or other designation to the converting organization and
(i) the converted organization is formed pursuant to, or its internal affairs are governed by, the laws of this state or
(ii) the converted organization is, within 30 days after the effective date of the conversion, registered to transact business in this state, then that unique identifying number or other designation shall continue to be assigned to the converted organization.
(b) A converted organization that is a foreign entity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting partnership is liable if, before the conversion, the converting partnership was subject to suit in this state on the debt, obligation, or other liability. If a converted organization that is a foreign entity fails to designate or maintain a registered agent, or the designated registered agent cannot with reasonable diligence be served, then service of process on that converted organization for the purposes of enforcing a debt, obligation, or other liability under this subsection may be made in the same manner and has the same consequences as provided in Section 10A-1-5.35.
(Act 2018-125, §7; Act 2019-94, §2.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 9 - Conversions and Mergers.›Section 10A-8A-9.06 - Merger.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 9 - Conversions and Mergers. › Section 10A-8A-9.06 - Merger.
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Section 10A-8A-9.06
Merger.
(a) A partnership may merge with one or more other constituent organizations pursuant to this section, Sections 10A-8A-9.07 through 10A-8A-9.09, and a plan of merger, if:
(1) the governing statute of each of the other organizations authorizes the merger;
(2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and
(3) each of the other organizations complies with its governing statute in effecting the merger.
(b) A plan of merger must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of each constituent organization, the jurisdiction of the governing statute of each constituent organization, and the respective unique identifying numbers or other designations as assigned by the Secretary of State, if any, of each constituent organization;
(2) the name, type of organization, and mailing address of the principal office of the surviving organization, the unique identifying number or other designation as assigned by the Secretary of State, if any, of the surviving organization, the jurisdiction of the governing statute of the surviving organization, and, if the surviving organization is to be created pursuant to the merger, a statement to that effect;
(3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration as allowed by subsection (c);
(4) if the surviving organization is to be created pursuant to the merger, the surviving organization's organizational documents; and
(5) if the surviving organization is not to be created pursuant to the merger, any amendments to be made by the merger to the surviving organization's organizational documents.
(c) In connection with a merger, rights or securities of or interests in a constituent organization may be exchanged for or converted into cash, property, or rights or securities of or interests in the surviving organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another organization or may be cancelled.
(Act 2018-125, §7; Act 2019-94, §2.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 9 - Conversions and Mergers.›Section 10A-8A-9.07 - Action on Plan of Merger by Constituent Partnership.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 9 - Conversions and Mergers. › Section 10A-8A-9.07 - Action on Plan of Merger by Constituent Partnership.
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Section 10A-8A-9.07
Action on plan of merger by constituent partnership.
(a) Subject to Section 10A-8A-9.10, a plan of merger must be consented to by all the partners of a constituent partnership.
(b) Subject to Section 10A-8A-9.10 and any contractual rights, after a merger is approved, and at any time before a filing is made under Section 10A-8A-9.08, a constituent partnership may amend the plan or abandon the merger:
(1) as provided in the plan; and
(2) except as prohibited by the plan, with the same consent as was required to approve the plan.
(Act 2018-125, §7.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 9 - Conversions and Mergers.›Section 10A-8A-9.08 - Filings Required for Merger; Effective Date.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 9 - Conversions and Mergers. › Section 10A-8A-9.08 - Filings Required for Merger; Effective Date.
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Section 10A-8A-9.08
Filings required for merger; effective date.
(a) After each constituent organization has approved the plan of merger, a statement of merger must be signed on behalf of:
(1) each constituent partnership, as provided in Section 10A-8A-2.03(a); and
(2) each other constituent organization, as provided by its governing statute.
(b) A statement of merger under this section must include:
(1) the name, type of organization, and mailing address of the principal office of each constituent organization, the jurisdiction of the governing statute of each constituent organization, and the respective unique identifying numbers or other designations as assigned by the Secretary of State, if any, of each constituent organization;
(2) the name, type of organization, and mailing address of the principal office of the surviving organization, the unique identifying number or other designation as assigned by the Secretary of State, if any, of the surviving organization, the jurisdiction of the governing statute of the surviving organization, and, if the surviving organization is created pursuant to the merger, a statement to that effect;
(3) the date of the filing of the certificate of formation, if any, and all prior amendments and the filing office or offices, if any, and where such is filed of each constituent organization which was formed under the laws of this state;
(4) the date of the filing of the statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, if any, and all prior amendments and the filing office or offices, if any, and where such is filed of each constituent organization which is a partnership;
(5) the date the merger is effective under the governing statute of the surviving organization;
(6) if the surviving organization is to be created pursuant to the merger:
(A) if it will be a partnership, the partnership's statement of partnership, statement of not for profit partnership, or statement of limited liability partnership; or
(B) if it will be an organization other than a partnership, any organizational document that creates the organization that is required to be in a public writing;
(7) if the surviving organization exists before the merger, any amendments provided for in the plan of merger for the organizational document that are required to be in a public writing;
(8) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(9) a statement that a copy of the plan of merger will be furnished by the surviving organization, on request and without cost, to any owner of any constituent organization which is a party to the merger;
(10) if the surviving organization is a foreign organization not authorized to conduct business or not for profit activity in this state, the street and mailing address of an office for the purposes of Section 10A-8A-9.09(b); and
(11) any additional information required by the governing statute of any constituent organization.
(c) Prior to the statement of merger being delivered for filing to the Secretary of State in accordance subsection (d), all constituent organizations that are partnerships, other than a partnership that is created pursuant to the merger, must have on file with the Secretary of State a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership.
(d) The statement of merger shall be delivered for filing to the Secretary of State.
(e) A merger becomes effective under this article:
(1) if the surviving organization is a partnership, upon the later of:
(A) the filing of the statement of merger with the Secretary of State; or
(B) as specified in the statement of merger; or
(2) if the surviving organization is not a partnership, as provided by the governing statute of the surviving organization.
(f) After a merger becomes effective, if the surviving organization is a partnership, then, except (I) the statement of merger permitted to be delivered to the judge of probate for filing pursuant to subsection (g) and (II) certified copies of statements of authority, denial, and cancellations thereof permitted to be delivered to the judge of probate for filing pursuant to Sections 10A-8A-3.03 and 10A-8A-3.04 for certified copies of, all filing instruments required to be filed under this title regarding that surviving organization shall be delivered for filing to the Secretary of State.
(g) A certified copy of the statement of merger required to be filed under this section may be filed in the real estate records in the office of the judge of probate in any county in which any constituent organization owned real property, without payment and without collection by the judge of probate of any deed or other transfer tax or fee. The judge of probate, however, shall be entitled to collect the filing fee of five dollars ($5). Any such filing shall evidence chain of title, but lack of filing shall not affect the surviving organization's title to such real property.
(h) A statement of merger is a filing instrument under Chapter 1.
(i) The filing fees for a statement of merger shall be as set forth in Chapter 1.
(Act 2018-125, §7; Act 2019-94, §2.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-9/section-10a-8a-9-09/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 9 - Conversions and Mergers.›Section 10A-8A-9.09 - Effect of Merger.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 9 - Conversions and Mergers. › Section 10A-8A-9.09 - Effect of Merger.
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Section 10A-8A-9.09
Effect of merger.
(a) When a merger becomes effective:
(1) the surviving organization continues or, in the case of a surviving organization created pursuant to the merger, comes into existence;
(2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(3) except as provided in the plan of merger, all property owned by, and every contract right possessed by, each constituent organization that ceases to exist vests in the surviving organization without transfer, reversion, or impairment and the title to any property and contract rights vested by deed or otherwise in the surviving organization shall not revert, be in any way impaired, or be deemed to be a transfer by reason of the merger;
(4) all debts, obligations, and other liabilities of each constituent organization, other than the surviving organization, are debts, obligations, and other liabilities of the surviving organization, and neither the rights of creditors, nor any liens upon the property of any constituent organization, shall be impaired by the merger;
(5) an action or proceeding pending by or against any constituent organization continues as if the merger had not occurred and the name of the surviving organization may be, but need not be, substituted in any pending proceeding for the name of any constituent organization whose separate existence ceased in the merger;
(6) except as prohibited by law other than this chapter, or as provided in the plan of merger, all of the rights, privileges, franchises, immunities, powers, and purposes of each constituent organization, other than the surviving organization, vest in the surviving organization;
(7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(8) except as otherwise agreed, if a constituent partnership ceases to exist, the merger does not dissolve the partnership;
(9) if the surviving organization is created pursuant to the merger:
(A) if it is a partnership, the statement of partnership, statement of not for profit partnership or statement of limited liability partnership becomes effective; or
(B) if it is an organization other than a partnership, the organizational documents that create the organization become effective;
(10) if the surviving organization existed before the merger, any amendments provided for in the statement of merger for the organizational documents of that organization become effective;
(11) the transferable interests of each partnership that is a constituent organization to the merger, and the ownership interests of each organization that is not a partnership, but is a constituent organization to the merger, that are to be converted in accordance with the terms of the merger into transferable interests, ownership interests, other securities, obligations, rights to acquire transferable interests, ownership interests, or other securities, cash, other property, or any combination of the foregoing, are converted, and the former holder of such transferable interests or ownership interests is entitled only to the rights provided to that former holder by those terms or the statute governing that former holder's constituent organization; and
(12) if the surviving organization exists before the merger:
(i) except as provided in the plan of merger, all the property and contract rights of the surviving organization remain its property and contract rights without transfer, reversion, or impairment;
(ii) the surviving organization remains subject to all its debts, obligations, and other liabilities; and
(iii) except as provided by law other than this chapter, or the plan of merger, the surviving organization continues to hold all of its rights, privileges, franchises, immunities, powers, and purposes.
(b) A surviving organization that is a foreign entity consents to the jurisdiction of this state to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the debt, obligation, or other liability. If a surviving organization that is a foreign entity fails to designate or maintain a registered agent, or the designated registered agent cannot with reasonable diligence be served, then the service of process on that surviving organization for the purposes of enforcing a debt, obligation, or other liability under this subsection may be made in the same manner and has the same consequences as provided in Section 10A-1-5.35.
(Act 2018-125, §7; Act 2019-94, §2.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-9/section-10a-8a-9-10/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 9 - Conversions and Mergers.›Section 10A-8A-9.10 - Restrictions on Approval of Mergers, Conversions and on Relinquishing Llp Stat...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 9 - Conversions and Mergers. › Section 10A-8A-9.10 - Restrictions on Approval of Mergers, Conversions and on Relinquishing Llp Status.
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Section 10A-8A-9.10
Restrictions on approval of mergers, conversions and on relinquishing LLP status.
(a) If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that partner's consent to the plan.
(b) A statement of cancellation of the statement of limited liability partnership filed in connection with a conversion or merger is ineffective without each partner's written consent to such amendment.
(c) A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-9/section-10a-8a-9-11/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 9 - Conversions and Mergers.›Section 10A-8A-9.11 - Liability of Partner After Conversion or Merger.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 9 - Conversions and Mergers. › Section 10A-8A-9.11 - Liability of Partner After Conversion or Merger.
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Section 10A-8A-9.11
Liability of partner after conversion or merger.
(a) A conversion or merger under this article does not discharge any liability under Section 10A-8A-3.06, 10A-8A-7.02, or 10A-8A-7.03 of a person that was a partner in or dissociated as a partner from a converting or constituent partnership, but:
(1) the provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability;
(2) for the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent partnership; and
(3) if a person is required to pay any amount under this subsection:
(A) the person has a right of contribution from each other person that was liable as a partner under Section 10A-8A-3.06 when the obligation was incurred and has not been released from the obligation under Section 10A-8A-7.02 or 10A-8A-7.03; and
(B) the contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of partner in effect for each of those persons when the obligation was incurred.
(b) In addition to any other liability provided by law:
(1) a person that immediately before a conversion or merger became effective was a partner in a converting or constituent partnership that was not a limited liability partnership is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective, if, 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:
(i) the converted or surviving business is the converting or constituent partnership;
(ii) the converting or constituent partnership is not a limited liability partnership; and
(iii) the person is a partner in the converting or constituent partnership; and
(2) a person that was dissociated as a partner from a converting or constituent partnership before the conversion or merger became effective is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective, if:
(A) immediately before the conversion or merger became effective the converting or surviving partnership was not a limited liability partnership; and
(B) at the time the third party enters into the transaction the third party:
(i) does not have notice of the dissociation;
(ii) does not have notice of the conversion or merger; and
(iii) reasonably believes that the converted or surviving organization is the converting or constituent partnership, the converting or constituent partnership is not a limited liability partnership, and the person is a partner in the converting or constituent partnership.
(Act 2018-125, §7.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 9 - Conversions and Mergers.›Section 10A-8A-9.12 - Power of Partners and Persons Dissociated as Partners to Bind Organization Aft...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 9 - Conversions and Mergers. › Section 10A-8A-9.12 - Power of Partners and Persons Dissociated as Partners to Bind Organization After Conversion or Merger.
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Section 10A-8A-9.12
Power of partners and persons dissociated as 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 partner in a converting or constituent 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 partnership under Section 10A-8A-3.01; 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 organization is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership.
(b) An act of a person that before a conversion or merger became effective was dissociated as a partner from a converting or constituent 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 partnership under Section 10A-8A-3.01 if the person had been a partner; and
(2) at the time the third party enters into the transaction, the third party:
(A) does not have notice of the dissociation;
(B) does not have notice of the conversion or merger; and
(C) reasonably believes that the converted or surviving organization is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership.
(c) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or (b), the person is liable:
(1) to the converted or surviving organization for any damage caused to the organization arising from the obligation; and
(2) if another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.
(Act 2018-125, §7.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 9 - Conversions and Mergers.›Section 10A-8A-9.13 - Article Not Exclusive.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 9 - Conversions and Mergers. › Section 10A-8A-9.13 - Article Not Exclusive.
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Section 10A-8A-9.13
Article not exclusive.
This article is not exclusive. This article does not preclude an entity from being converted or merged under law other than this chapter.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-10/section-10a-8a-10-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 10 - Limited Liability Partnership.›Section 10A-8A-10.01 - Limited Liability Partnerships; Statements; Cancellations.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 10 - Limited Liability Partnership. › Section 10A-8A-10.01 - Limited Liability Partnerships; Statements; Cancellations.
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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 such approval, the partnership shall deliver to the Secretary of State for filing a statement of limited liability partnership in accordance with subsection (d).
(d) A statement of limited liability partnership must contain all of the following:
(1) the name of the limited liability partnership which must comply with Article 5 of Chapter 1;
(2) the street, and mailing, if different, address of its principal office.
(3) the street and mailing address of a registered office and the name of the registered agent at that office for service of process in this state which the partnership shall be required to maintain;
(4) a statement that the partnership was formed as a limited liability partnership in accordance with subsection (b) or a statement that the statement of limited liability partnership was approved in accordance with subsection (c); and
(5) a statement that the partnership is a limited liability partnership.
(e) A statement of limited liability partnership may be amended or restated from time to time in accordance with Section 10A-1-4.26.
(f) The statement of limited liability partnership shall be executed by one or more partners authorized to execute the statement of limited liability partnership.
(g) The statement of limited liability partnership shall be accompanied by a fee for the Secretary of State in the respective amounts prescribed by Section 10A-1-4.31.
(h) The Secretary of State shall file the statement of limited liability partnership of any partnership as a limited liability partnership that submits a completed statement of limited liability partnership with the required fees. The filing by the Secretary of State of a statement of limited liability partnership is conclusive evidence that the partnership has satisfied all conditions required to be a limited liability partnership.
(i) The statement of limited liability partnership is effective, and a partnership becomes a limited liability partnership, immediately on the date the statement of limited liability partnership is filed with the Secretary of State or at any later date or time specified in the statement of limited liability partnership in compliance with Article 4 of Chapter 1. The status as a limited liability partnership remains effective, regardless of changes in the partnership, and partnership continues as a limited liability partnership until a statement of cancellation is voluntarily filed in accordance with subsection (m).
(j) The fact that a statement of limited liability partnership is on file with the Secretary of State is notice that the partnership is a limited liability partnership and as notice of the facts required to be set forth in the statement of limited liability partnership.
(k) A partnership that has filed a statement of limited liability partnership as a limited liability partnership is for all purposes, except as provided in Section 10A-8A-3.06, the same entity that existed before the statement of limited liability partnership was filed and continues to be a partnership under the laws of this state subject to the limited liability partnership provisions of this chapter. If a limited liability partnership dissolves and its business or not for profit activity, or a portion of its business or not for profit activity is continued without the complete winding up of partnership's business or not for profit activity, a partnership which is a successor to the limited liability partnership shall not be required to file a new statement of limited liability partnership.
(l) The status of the partnership as a limited liability partnership and the liability of a partner of the limited liability partnership shall not be adversely affected by error or subsequent changes in the information stated in the statement of limited liability partnership under subsection (d).
(m) The decision to file a statement of cancellation shall require the approval of all of the partners of the partnership. The statement of cancellation must be delivered for filing to the Secretary of State and must contain the following:
(1) the name of the limited liability partnership;
(2) the date and office or offices in which it filed its statement of limited liability partnership, and all amendments and restatements thereof;
(3) the street and mailing address of its principal office;
(4) the street and mailing address of its registered office and the name of the registered agent at that office for service of process in this state which the partnership was required to maintain;
(5) a statement that the statement of cancellation was approved in accordance with this subsection; and
(6) any other information that the partners determine to include.
(n) A statement of cancellation must be executed by one or more partners authorized to execute the statement of cancellation.
(o) The statement of cancellation is effective, and a partnership ceases to be a limited liability partnership, immediately on the date the statement of cancellation is delivered to the Secretary of State for filing or at any later date or time specified in the statement of cancellation in compliance with Article 4 of Chapter 1. The statement of cancellation shall not cause the dissolution of the partnership.
(p) The filing of a statement of cancellation of a limited liability partnership does not affect the limited liability of partners for debts, obligations or liabilities of the partnership which occur or were incurred prior to the filing of the statement of cancellation.
(q) A dissolved limited liability partnership shall continue its status as a limited liability partnership unless a statement of cancellation is voluntarily filed in accordance with subsection (m).
(r) The statement of limited liability partnership and the statement of cancellation are filing instruments for the purposes of Chapter 1.
(Act 2018-125, §7.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 10 - Limited Liability Partnership.›Section 10A-8A-10.02 - Special Rules for Limited Liability Partnerships Performing Professional Serv...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 10 - Limited Liability Partnership. › Section 10A-8A-10.02 - Special Rules for Limited Liability Partnerships Performing Professional Services.
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Section 10A-8A-10.02
Special rules for limited liability partnerships performing professional services.
(a) A limited liability partnership shall have the power to render professional services if it complies with the rules of the licensing authority for such profession.
(b) Every individual who renders professional services as a partner or as an employee of a limited liability partnership shall be liable for any negligent or wrongful act or omission in which the individual personally participates to the same extent the individual would be liable if the individual rendered the services as a sole practitioner.
(c) Except as otherwise provided in subsection (b), the personal liability of a partner of any limited liability partnership engaged in providing professional services shall be governed by Section 10A-8A-3.06.
(d) The personal liability of a partner or employee of a foreign limited liability partnership engaged in providing professional services shall be determined under the law of the jurisdiction which governs the foreign limited liability partnership.
(e) Nothing in this article shall restrict or limit in any manner the authority or duty of a licensing authority with respect to individuals rendering a professional service within the jurisdiction of the licensing authority. Nothing in this article shall restrict or limit any law, rule, or regulation pertaining to standards of professional conduct.
(f) Nothing in this article shall limit the authority of a licensing authority to impose requirements in addition to those stated in this chapter on any limited liability partnership or foreign limited liability partnership rendering professional services within the jurisdiction of the licensing authority.
(g) A partner's transferable interest in a limited liability partnership organized to render professional services may be voluntarily transferred only to a qualified person.
(Act 2018-125, §7.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 10 - Limited Liability Partnership.›Section 10A-8A-10.03 - Death or Disqualification of Partner.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 10 - Limited Liability Partnership. › Section 10A-8A-10.03 - Death or Disqualification of Partner.
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Section 10A-8A-10.03
Death or disqualification of partner.
(a) In the case of a limited liability partnership performing professional services, upon the death of a partner, upon a partner becoming a disqualified person, or upon a transferable interest being transferred by operation of law or court decree to a disqualified person, the transferable interest of the deceased partner or of the disqualified person may be transferred to a qualified person and, if not so transferred, subject to Section 10A-8A-4.09, shall be purchased by the limited liability partnership as provided in this section.
(b) If the price of the transferable interest is not fixed by the partnership agreement, the limited liability partnership, within six months after the death or 30 days after the disqualification or transfer, as the case may be, shall make a written offer to pay to the holder of the transferable interest a specified price deemed by the limited liability partnership to be the fair value of the transferable interest as of the date of the death, disqualification, or transfer. The offer shall be given to the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, and shall be accompanied by a balance sheet of the limited liability partnership, as of the latest available date and not more than 12 months prior to the making of the offer, and a profit and loss statement of the limited liability partnership for the 12-month period ended on the date of the balance sheet.
(c) If within 30 days after the date of the written offer from the limited liability partnership the fair value of the transferable interest is agreed upon between the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, and the limited liability partnership, payment therefor shall be made within 90 days, or such other period as the parties may agree, after the date of the offer. Upon payment of the agreed value, the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, shall cease to have any interest in, or claim to, the transferable interest.
(d) If within 30 days from the date of the written offer from the limited liability partnership, the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, and the limited liability partnership do not so agree as to the fair value of the transferable interest, then either party may commence a civil action in the designated court, and if none, in the circuit court for the county in which the limited liability partnership's principal office within this state is located, and if the limited liability partnership does not have a principal office within this state, then the circuit court for the county in which the limited liability partnership's most recent registered office is located requesting that the fair value of the transferable interest be found and determined. The personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, wherever residing, shall be made a party to the proceeding as an action against that person's transferable interest quasi in rem. Service shall be made in accordance with the rules of civil procedure. The personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, shall be entitled to a judgment against the limited liability partnership for the amount of the fair value of that person's transferable interest as of the date of death, disqualification, or transfer. The court may order that the judgment be paid in installments and with interest and on terms as the court may determine. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the power and authority as shall be specified in the order of their appointment or an amendment thereof.
(e) The judgment shall include an allowance for interest at the rate the court finds to be fair and equitable in all the circumstances, from the date of death, disqualification, or transfer.
(f) The costs and expenses of any proceeding shall be determined by the court and shall be assessed against the parties in a manner the court deems equitable.
(g) The expenses shall include reasonable compensation for and reasonable expenses of the appraisers and a reasonable attorney's fee but shall exclude the fees and expenses of counsel for and of experts employed by any party; but:
(1) if the fair value of the transferable interest as determined materially exceeds the amount which the limited liability partnership offered to pay therefor, or if no offer was made by the limited liability partnership, the court, in its discretion, may award to the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, the sum the court determines to be reasonable compensation to any expert or experts employed by the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, in the proceeding; and
(2) if the offer of the limited liability partnership for the transferable interest materially exceeds the amount of the fair value of the transferable interest as determined, the court, in its discretion, may award to the limited liability partnership the sum the court determines to be reasonable compensation to any expert or experts employed by the limited liability partnership in the proceeding.
(h) If the purchase or transfer of the transferable interest of a deceased partner, a disqualified person, or a transferee is not completed within 12 months after the death of the deceased partner or 12 months after the disqualification or transfer, as the case may be, the limited liability partnership shall forthwith cancel the transferable interest on its books and the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, shall have no further interest in the transferable interest other than that person's right to payment for the transferable interest under this section.
(i) This section shall not require a limited liability partnership to purchase a transferable interest of a disqualified person if the disqualification is for less than 12 months from the date of disqualification. A limited liability partnership may require the disqualified person to sell the disqualified person's transferable interest to the limited liability partnership upon any disqualification.
(j) Any provision of a partnership agreement regarding the purchase or transfer of a transferable interest of a limited liability partnership performing professional services shall be specifically enforceable in the courts of Alabama.
(k) Nothing in this section shall prevent or relieve a limited liability partnership from paying pension benefits or other deferred compensation.
(Act 2018-125, §7; Act 2020-73, §10.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 11 - Transition Rules and Miscellaneous Provisions.›Section 10A-8A-11.01 - Application to Existing Relationships.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 11 - Transition Rules and Miscellaneous Provisions. › Section 10A-8A-11.01 - Application to Existing Relationships.
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Section 10A-8A-11.01
Application to existing relationships.
(a) Beginning January 1, 2019, this chapter governs all partnerships and all foreign partnerships.
(b) With respect to a partnership formed before January 1, 2019, and governed by the laws of this state, the following rules apply:
(1) a registration of a limited liability partnership which is current and effective as of December 31, 2018, shall remain effective without further action on the part of the limited liability partnership, and a partnership having the status of a limited liability partnership, under predecessor law, shall have the status of a limited liability partnership under this chapter and to the extent such partnership has not filed a statement of limited liability partnership pursuant to this chapter, the registration or latest annual notice filed by such partnership under predecessor law shall constitute a statement of limited liability partnership filed under this chapter;
(2) a partnership's partnership agreement existing as of December 31, 2018, shall be deemed to be that partnership's partnership agreement under this chapter;
(3) a statement of partnership authority is deemed to be a statement of authority and each statement of partnership authority existing as of December 31, 2018, shall remain effective without further action on the part of the partnership for the remainder of the period of time authorized under predecessor law, unless earlier amended, in which case, such statement of partnership authority shall comply with Section 10A-8A-3.03;
(4) a statement of denial, statement of dissociation, and statement of dissolution existing as of December 31, 2018, shall be deemed to be a statement of denial, statement of dissociation, and statement of dissolution under this chapter respectively;
(5) a registration of a foreign limited liability partnership which is current and effective as of December 31, 2018, shall remain effective without further action on the part of the foreign limited liability partnership, and a foreign limited liability partnership having the status of a qualified foreign limited liability partnership, under predecessor law, shall have the status of a qualified foreign limited liability partnership under this chapter and to the extent such partnership has not filed a statement of foreign limited liability partnership pursuant to this chapter, the registration or latest annual notice filed by such partnership under predecessor law shall constitute a statement of foreign limited liability partnership filed under this chapter; and
(6) if a limited liability partnership or foreign limited liability partnership is using the phrase "registered limited liability partnership" or the abbreviation "RLLP" or "R.L.L.P.," in its name as of December 31, 2018, such phrase or abbreviation shall continue to comply with Article 5 of Chapter 1 unless and until it changes or amends, by whatever means, its name on or after January 1, 2019, at which point it may only use the term "limited liability partnership" or the abbreviation "LLP" or "L.L.P.," in its name in compliance with Article 5 of Chapter 1. No limited liability partnership which is formed or elects to become a limited liability partnership on or after January 1, 2019, and no foreign limited liability partnership which delivers to the Secretary of State for filing, a statement of foreign limited liability partnership, may use the phrase "registered limited liability partnership" or the abbreviation "RLLP" or "R.L.L.P.," in its name.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-11/section-10a-8a-11-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 11 - Transition Rules and Miscellaneous Provisions.›Section 10A-8A-11.02 - Severability Clause.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 11 - Transition Rules and Miscellaneous Provisions. › Section 10A-8A-11.02 - Severability Clause.
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Section 10A-8A-11.02
Severability clause.
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-11/section-10a-8a-11-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 11 - Transition Rules and Miscellaneous Provisions.›Section 10A-8A-11.03 - Relation to Electronic Signatures in Global and National Commerce Act.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 11 - Transition Rules and Miscellaneous Provisions. › Section 10A-8A-11.03 - Relation to Electronic Signatures in Global and National Commerce Act.
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Section 10A-8A-11.03
Relation to Electronic Signatures in Global and National Commerce Act.
This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but this chapter does not modify, limit, or supersede Section 101(c) of that act or authorize electronic delivery of any of the notices described in Section 103(b) of that act.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-11/section-10a-8a-11-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 11 - Transition Rules and Miscellaneous Provisions.›Section 10A-8A-11.04 - Effective Date.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 11 - Transition Rules and Miscellaneous Provisions. › Section 10A-8A-11.04 - Effective Date.
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Section 10A-8A-11.04
Effective date.
This chapter takes effect January 1, 2019.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-11/section-10a-8a-11-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 11 - Transition Rules and Miscellaneous Provisions.›Section 10A-8A-11.05 - Repeals.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 11 - Transition Rules and Miscellaneous Provisions. › Section 10A-8A-11.05 - Repeals.
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Section 10A-8A-11.05
Repeals.
Effective January 1, 2019, the following parts of the Code of Alabama 1975, are repealed: Section 10A-1-7.33 and Chapter 8 of Title 10A, comprised of Sections 10A-8-1.01 to 10A-8-11.04, inclusive, as amended and in effect immediately before the effective date of this act.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-11/section-10a-8a-11-06/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 11 - Transition Rules and Miscellaneous Provisions.›Section 10A-8A-11.06 - Savings Clause.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 11 - Transition Rules and Miscellaneous Provisions. › Section 10A-8A-11.06 - Savings Clause.
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Section 10A-8A-11.06
Savings clause.
(a) Except as provided in subsection (b), the repeal of a statute by this chapter does not affect:
(1) the operation of the statute or any action taken under it before its repeal;
(2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
(3) any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or
(4) any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.
(b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-11/section-10a-8a-11-07/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 11 - Transition Rules and Miscellaneous Provisions.›Section 10A-8A-11.07 - Composite Returns.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 11 - Transition Rules and Miscellaneous Provisions. › Section 10A-8A-11.07 - Composite Returns.
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Section 10A-8A-11.07
Composite returns.
The Alabama Department of Revenue shall promulgate rules and regulations similar to those provided under Section 40-18-176, relating to Alabama S corporations, to permit the filing of annual composite income tax returns for one or more nonresident partners, who are individuals, of a partnership, limited liability partnership, or foreign limited liability partnership with an effective statement of foreign limited liability partnership on file with the Secretary of State, as well as one or more nonresident members, who are individuals, of a limited liability company or foreign limited liability company and one or more nonresident beneficiaries, who are individuals, of a business trust, organized under or recognized by the laws of this state.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-11/section-10a-8a-11-08/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 11 - Transition Rules and Miscellaneous Provisions.›Section 10A-8A-11.08 - Taxation of Limited Liability Partnership.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 11 - Transition Rules and Miscellaneous Provisions. › Section 10A-8A-11.08 - Taxation of Limited Liability Partnership.
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Section 10A-8A-11.08
Taxation of limited liability partnership.
A limited liability partnership and a foreign limited liability partnership shall be taxed as a partnership in accordance with Section 40-18-24, as amended from time to time, will file partnership returns as required by Section 40-18-28, as amended from time to time, and shall for all other tax purposes be taxed as a partnership, all being subject to the limited liability partnership and a foreign limited liability partnership maintaining its status as a partnership under federal income tax law.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-8a/article-11/section-10a-8a-11-10/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 8A - Alabama Partnership Law›Article 11 - Transition Rules and Miscellaneous Provisions.›Section 10A-8A-11.10 - Interstate Application.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 8A - Alabama Partnership Law › Article 11 - Transition Rules and Miscellaneous Provisions. › Section 10A-8A-11.10 - Interstate Application.
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Section 10A-8A-11.10
Interstate application.
A limited liability partnership governed by this chapter may conduct its business or not for profit activity, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction.
(Act 2018-125, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-1/section-10a-9-1-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 1 - General Provisions.›Section 10A-9-1.01 - Short Title.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 1 - General Provisions. › Section 10A-9-1.01 - Short Title.
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Section 10A-9-1.01
Short title.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-1/section-10a-9-1-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 1 - General Provisions.›Section 10A-9-1.02 - Definitions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 1 - General Provisions. › Section 10A-9-1.02 - Definitions.
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Section 10A-9-1.02
Definitions.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-1/section-10a-9-1-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 1 - General Provisions.›Section 10A-9-1.03 - Knowledge and Notice.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 1 - General Provisions. › Section 10A-9-1.03 - Knowledge and Notice.
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Section 10A-9-1.03
Knowledge and notice.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-1/section-10a-9-1-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 1 - General Provisions.›Section 10A-9-1.04 - Nature, Purpose, and Duration of Entity.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 1 - General Provisions. › Section 10A-9-1.04 - Nature, Purpose, and Duration of Entity.
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Section 10A-9-1.04
Nature, purpose, and duration of entity.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-1/section-10a-9-1-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 1 - General Provisions.›Section 10A-9-1.05 - Powers.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 1 - General Provisions. › Section 10A-9-1.05 - Powers.
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Section 10A-9-1.05
Powers.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-1/section-10a-9-1-06/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 1 - General Provisions.›Section 10A-9-1.06 - Governing Law.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 1 - General Provisions. › Section 10A-9-1.06 - Governing Law.
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Section 10A-9-1.06
Governing law.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-1/section-10a-9-1-07/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 1 - General Provisions.›Section 10A-9-1.07 - Supplemental Principles of Law; Rate of Interest.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 1 - General Provisions. › Section 10A-9-1.07 - Supplemental Principles of Law; Rate of Interest.
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Section 10A-9-1.07
Supplemental principles of law; rate of interest.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-1/section-10a-9-1-08/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 1 - General Provisions.›Section 10A-9-1.08 - Name.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 1 - General Provisions. › Section 10A-9-1.08 - Name.
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Section 10A-9-1.08
Name.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-1/section-10a-9-1-10/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 1 - General Provisions.›Section 10A-9-1.10 - Effect of Partnership Agreement; Nonwaivable Provisions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 1 - General Provisions. › Section 10A-9-1.10 - Effect of Partnership Agreement; Nonwaivable Provisions.
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Section 10A-9-1.10
Effect of partnership agreement; nonwaivable provisions.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-1/section-10a-9-1-11/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 1 - General Provisions.›Section 10A-9-1.11 - Required Information.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 1 - General Provisions. › Section 10A-9-1.11 - Required Information.
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Section 10A-9-1.11
Required information.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-1/section-10a-9-1-12/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 1 - General Provisions.›Section 10A-9-1.12 - Business Transactions of Partner With Partnership.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 1 - General Provisions. › Section 10A-9-1.12 - Business Transactions of Partner With Partnership.
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Section 10A-9-1.12
Business transactions of partner with partnership.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-1/section-10a-9-1-13/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 1 - General Provisions.›Section 10A-9-1.13 - Dual Capacity.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 1 - General Provisions. › Section 10A-9-1.13 - Dual Capacity.
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Section 10A-9-1.13
Dual capacity.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-1/section-10a-9-1-14/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 1 - General Provisions.›Section 10A-9-1.14 - Office and Agent for Service of Process.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 1 - General Provisions. › Section 10A-9-1.14 - Office and Agent for Service of Process.
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Section 10A-9-1.14
Office and agent for service of process.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-1/section-10a-9-1-15/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 1 - General Provisions.›Section 10A-9-1.15 - Change of Designated Office or Agent for Service of Process.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 1 - General Provisions. › Section 10A-9-1.15 - Change of Designated Office or Agent for Service of Process.
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Section 10A-9-1.15
Change of designated office or agent for service of process.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-1/section-10a-9-1-16/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 1 - General Provisions.›Section 10A-9-1.16 - Resignation of Agent for Service of Process.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 1 - General Provisions. › Section 10A-9-1.16 - Resignation of Agent for Service of Process.
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Section 10A-9-1.16
Resignation of agent for service of process.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-1/section-10a-9-1-17/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 1 - General Provisions.›Section 10A-9-1.17 - Service of Process.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 1 - General Provisions. › Section 10A-9-1.17 - Service of Process.
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Section 10A-9-1.17
Service of process.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-1/section-10a-9-1-18/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 1 - General Provisions.›Section 10A-9-1.18 - Consent and Proxies of Partners.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 1 - General Provisions. › Section 10A-9-1.18 - Consent and Proxies of Partners.
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Section 10A-9-1.18
Consent and proxies of partners.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-2/section-10a-9-2-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 2 - Formation; Certificate of Limited Partnership and Other Filings.›Section 10A-9-2.01 - Formation of Limited Partnership; Certificate of Limited Partnership.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 2 - Formation; Certificate of Limited Partnership and Other Filings. › Section 10A-9-2.01 - Formation of Limited Partnership; Certificate of Limited Partnership.
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Section 10A-9-2.01
Formation of limited partnership; certificate of limited partnership.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-2/section-10a-9-2-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 2 - Formation; Certificate of Limited Partnership and Other Filings.›Section 10A-9-2.02 - Amendment or Restatement of Certificate.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 2 - Formation; Certificate of Limited Partnership and Other Filings. › Section 10A-9-2.02 - Amendment or Restatement of Certificate.
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Section 10A-9-2.02
Amendment or restatement of certificate.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-2/section-10a-9-2-03/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 2 - Formation; Certificate of Limited Partnership and Other Filings.›Section 10A-9-2.03 - Statement of Termination.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 2 - Formation; Certificate of Limited Partnership and Other Filings. › Section 10A-9-2.03 - Statement of Termination.
|
Section 10A-9-2.03
Statement of termination.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-2/section-10a-9-2-04/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 2 - Formation; Certificate of Limited Partnership and Other Filings.›Section 10A-9-2.04 - Signing of Records.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 2 - Formation; Certificate of Limited Partnership and Other Filings. › Section 10A-9-2.04 - Signing of Records.
|
Section 10A-9-2.04
Signing of records.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-2/section-10a-9-2-05/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 2 - Formation; Certificate of Limited Partnership and Other Filings.›Section 10A-9-2.05 - Signing and Filing Pursuant to Judicial Order.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 2 - Formation; Certificate of Limited Partnership and Other Filings. › Section 10A-9-2.05 - Signing and Filing Pursuant to Judicial Order.
|
Section 10A-9-2.05
Signing and filing pursuant to judicial order.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-2/section-10a-9-2-06/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 2 - Formation; Certificate of Limited Partnership and Other Filings.›Section 10A-9-2.06 - Delivery to and Filing of Records; Effective Time and Date.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 2 - Formation; Certificate of Limited Partnership and Other Filings. › Section 10A-9-2.06 - Delivery to and Filing of Records; Effective Time and Date.
|
Section 10A-9-2.06
Delivery to and filing of records; effective time and date.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-2/section-10a-9-2-07/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 2 - Formation; Certificate of Limited Partnership and Other Filings.›Section 10A-9-2.07 - Correcting Filed Record.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 2 - Formation; Certificate of Limited Partnership and Other Filings. › Section 10A-9-2.07 - Correcting Filed Record.
|
Section 10A-9-2.07
Correcting filed record.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-2/section-10a-9-2-08/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 2 - Formation; Certificate of Limited Partnership and Other Filings.›Section 10A-9-2.08 - Liability for False Information in Filed Record.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 2 - Formation; Certificate of Limited Partnership and Other Filings. › Section 10A-9-2.08 - Liability for False Information in Filed Record.
|
Section 10A-9-2.08
Liability for false information in filed record.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-2/section-10a-9-2-09/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 2 - Formation; Certificate of Limited Partnership and Other Filings.›Section 10A-9-2.09 - Certificate of Existence of Authorization.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 2 - Formation; Certificate of Limited Partnership and Other Filings. › Section 10A-9-2.09 - Certificate of Existence of Authorization.
|
Section 10A-9-2.09
Certificate of existence of authorization.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-3/section-10a-9-3-01/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 3 - Limited Partners.›Section 10A-9-3.01 - Becoming Limited Partner.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 3 - Limited Partners. › Section 10A-9-3.01 - Becoming Limited Partner.
|
Section 10A-9-3.01
Becoming limited partner.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-3/section-10a-9-3-02/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 3 - Limited Partners.›Section 10A-9-3.02 - No Right or Power as Limited Partner to Bind Limited Partnership.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 3 - Limited Partners. › Section 10A-9-3.02 - No Right or Power as Limited Partner to Bind Limited Partnership.
|
Section 10A-9-3.02
No right or power as limited partner to bind limited partnership.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-3/section-10a-9-3-03/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 3 - Limited Partners.›Section 10A-9-3.03 - Liability to Third Parties.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 3 - Limited Partners. › Section 10A-9-3.03 - Liability to Third Parties.
|
Section 10A-9-3.03
Liability to third parties.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-3/section-10a-9-3-04/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 3 - Limited Partners.›Section 10A-9-3.04 - Right of Limited Partner and Former Limited Partner to Information.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 3 - Limited Partners. › Section 10A-9-3.04 - Right of Limited Partner and Former Limited Partner to Information.
|
Section 10A-9-3.04
Right of limited partner and former limited partner to information.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-3/section-10a-9-3-05/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 3 - Limited Partners.›Section 10A-9-3.05 - Limited Duties of Limited Partners.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 3 - Limited Partners. › Section 10A-9-3.05 - Limited Duties of Limited Partners.
|
Section 10A-9-3.05
Limited duties of limited partners.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-3/section-10a-9-3-06/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 3 - Limited Partners.›Section 10A-9-3.06 - Person Erroneously Believing Self to Be Limited Partner.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 3 - Limited Partners. › Section 10A-9-3.06 - Person Erroneously Believing Self to Be Limited Partner.
|
Section 10A-9-3.06
Person erroneously believing self to be limited partner.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-4/section-10a-9-4-01/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 4 - General Partners.›Section 10A-9-4.01 - Becoming General Partner.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 4 - General Partners. › Section 10A-9-4.01 - Becoming General Partner.
|
Section 10A-9-4.01
Becoming general partner.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-4/section-10a-9-4-02/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 4 - General Partners.›Section 10A-9-4.02 - General Partner Agent of Limited Partnership.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 4 - General Partners. › Section 10A-9-4.02 - General Partner Agent of Limited Partnership.
|
Section 10A-9-4.02
General partner agent of limited partnership.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-4/section-10a-9-4-03/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 4 - General Partners.›Section 10A-9-4.03 - Limited Partnership Liable for General Partner's Actionable Conduct.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 4 - General Partners. › Section 10A-9-4.03 - Limited Partnership Liable for General Partner's Actionable Conduct.
|
Section 10A-9-4.03
Limited partnership liable for general partner's actionable conduct.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-4/section-10a-9-4-04/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 4 - General Partners.›Section 10A-9-4.04 - General Partner's Liability.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 4 - General Partners. › Section 10A-9-4.04 - General Partner's Liability.
|
Section 10A-9-4.04
General partner's liability.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-4/section-10a-9-4-05/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 4 - General Partners.›Section 10A-9-4.05 - Actions by and Against Partnership and Partners.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 4 - General Partners. › Section 10A-9-4.05 - Actions by and Against Partnership and Partners.
|
Section 10A-9-4.05
Actions by and against partnership and partners.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-4/section-10a-9-4-06/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 4 - General Partners.›Section 10A-9-4.06 - Management Rights of General Partner.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 4 - General Partners. › Section 10A-9-4.06 - Management Rights of General Partner.
|
Section 10A-9-4.06
Management rights of general partner.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-4/section-10a-9-4-07/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 4 - General Partners.›Section 10A-9-4.07 - Right of General Partner and Former General Partner to Information.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 4 - General Partners. › Section 10A-9-4.07 - Right of General Partner and Former General Partner to Information.
|
Section 10A-9-4.07
Right of general partner and former general partner to information.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-4/section-10a-9-4-08/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 4 - General Partners.›Section 10A-9-4.08 - General Standards of General Partner's Conduct.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 4 - General Partners. › Section 10A-9-4.08 - General Standards of General Partner's Conduct.
|
Section 10A-9-4.08
General standards of general partner's conduct.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-5/section-10a-9-5-01/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 5 - Contributions and Distributions.›Section 10A-9-5.01 - Form of Contribution.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 5 - Contributions and Distributions. › Section 10A-9-5.01 - Form of Contribution.
|
Section 10A-9-5.01
Form of contribution.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-5/section-10a-9-5-02/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 5 - Contributions and Distributions.›Section 10A-9-5.02 - Liability for Contribution.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 5 - Contributions and Distributions. › Section 10A-9-5.02 - Liability for Contribution.
|
Section 10A-9-5.02
Liability for contribution.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-5/section-10a-9-5-03/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 5 - Contributions and Distributions.›Section 10A-9-5.03 - Sharing of Distributions.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 5 - Contributions and Distributions. › Section 10A-9-5.03 - Sharing of Distributions.
|
Section 10A-9-5.03
Sharing of distributions.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-5/section-10a-9-5-04/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 5 - Contributions and Distributions.›Section 10A-9-5.04 - Interim Distributions.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 5 - Contributions and Distributions. › Section 10A-9-5.04 - Interim Distributions.
|
Section 10A-9-5.04
Interim distributions.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-5/section-10a-9-5-05/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 5 - Contributions and Distributions.›Section 10A-9-5.05 - No Distribution on Account of Dissociation.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 5 - Contributions and Distributions. › Section 10A-9-5.05 - No Distribution on Account of Dissociation.
|
Section 10A-9-5.05
No distribution on account of dissociation.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-5/section-10a-9-5-06/
|
AL
|
Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 5 - Contributions and Distributions.›Section 10A-9-5.06
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 5 - Contributions and Distributions. › Section 10A-9-5.06
|
Section 10A-9-5.06
Distribution in kind.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-5/section-10a-9-5-07/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 5 - Contributions and Distributions.›Section 10A-9-5.07 - Right to Distribution.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 5 - Contributions and Distributions. › Section 10A-9-5.07 - Right to Distribution.
|
Section 10A-9-5.07
Right to distribution.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-5/section-10a-9-5-08/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 5 - Contributions and Distributions.›Section 10A-9-5.08 - Limitations on Distribution.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 5 - Contributions and Distributions. › Section 10A-9-5.08 - Limitations on Distribution.
|
Section 10A-9-5.08
Limitations on distribution.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-5/section-10a-9-5-09/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 5 - Contributions and Distributions.›Section 10A-9-5.09 - Liability for Improper Distributions.
|
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 5 - Contributions and Distributions. › Section 10A-9-5.09 - Liability for Improper Distributions.
|
Section 10A-9-5.09
Liability for improper distributions.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
|
https://law.justia.com/codes/alabama/title-10a/chapter-9/article-6/section-10-9a-6-01/
|
AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 6 - Uniform Limited Partnership.›Section 10-9A-6.01 - Dissociation as Limited Partner.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 6 - Uniform Limited Partnership. › Section 10-9A-6.01 - Dissociation as Limited Partner.
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Section 10-9A-6.01
Dissociation as limited partner.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-6/section-10-9a-6-02/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 6 - Uniform Limited Partnership.›Section 10-9A-6.02 - Effect of Dissociation as Limited Partner.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 6 - Uniform Limited Partnership. › Section 10-9A-6.02 - Effect of Dissociation as Limited Partner.
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Section 10-9A-6.02
Effect of dissociation as limited partner.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-6/section-10-9a-6-03/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 6 - Uniform Limited Partnership.›Section 10-9A-6.03 - Dissociation as General Partner.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 6 - Uniform Limited Partnership. › Section 10-9A-6.03 - Dissociation as General Partner.
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Section 10-9A-6.03
Dissociation as general partner.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-6/section-10-9a-6-04/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 6 - Uniform Limited Partnership.›Section 10-9A-6.04 - Person's Power to Dissociate as General Partner; Wrongful Dissociation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 6 - Uniform Limited Partnership. › Section 10-9A-6.04 - Person's Power to Dissociate as General Partner; Wrongful Dissociation.
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Section 10-9A-6.04
Person's power to dissociate as general partner; wrongful dissociation.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-6/section-10-9a-6-05/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 6 - Uniform Limited Partnership.›Section 10-9A-6.05 - Effect of Dissociation as General Partner.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 6 - Uniform Limited Partnership. › Section 10-9A-6.05 - Effect of Dissociation as General Partner.
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Section 10-9A-6.05
Effect of dissociation as general partner.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-6/section-10-9a-6-06/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 6 - Uniform Limited Partnership.›Section 10-9A-6.06 - Power to Bind and Liability to Limited Partnership Before Dissolution of Partne...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 6 - Uniform Limited Partnership. › Section 10-9A-6.06 - Power to Bind and Liability to Limited Partnership Before Dissolution of Partnership of Person Dissociated as General Partner.
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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.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-6/section-10-9a-6-07/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 6 - Uniform Limited Partnership.›Section 10-9A-6.07 - Liability to Other Persons of Person Dissociated as General Partner.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 6 - Uniform Limited Partnership. › Section 10-9A-6.07 - Liability to Other Persons of Person Dissociated as General Partner.
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Section 10-9A-6.07
Liability to other persons of person dissociated as general partner.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-7/section-10a-9-7-01/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 7 - Transferable Interests and Rights of Transferees and Creditors.›Section 10A-9-7.01 - Partner's Transferable Interest.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 7 - Transferable Interests and Rights of Transferees and Creditors. › Section 10A-9-7.01 - Partner's Transferable Interest.
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Section 10A-9-7.01
Partner's transferable interest.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-7/section-10a-9-7-02/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 7 - Transferable Interests and Rights of Transferees and Creditors.›Section 10A-9-7.02 - Transfer of Partner's Transferable Interest.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 7 - Transferable Interests and Rights of Transferees and Creditors. › Section 10A-9-7.02 - Transfer of Partner's Transferable Interest.
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Section 10A-9-7.02
Transfer of partner's transferable interest.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-7/section-10a-9-7-03/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 7 - Transferable Interests and Rights of Transferees and Creditors.›Section 10A-9-7.03 - Rights of Creditor of Partner or Transferee.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 7 - Transferable Interests and Rights of Transferees and Creditors. › Section 10A-9-7.03 - Rights of Creditor of Partner or Transferee.
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Section 10A-9-7.03
Rights of creditor of partner or transferee.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9/article-7/section-10a-9-7-04/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 9 - Alabama Uniform Limited Partnership Law of 2010.›Article 7 - Transferable Interests and Rights of Transferees and Creditors.›Section 10A-9-7.04 - Power of Estate of Deceased Partner.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9 - Alabama Uniform Limited Partnership Law of 2010. › Article 7 - Transferable Interests and Rights of Transferees and Creditors. › Section 10A-9-7.04 - Power of Estate of Deceased Partner.
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Section 10A-9-7.04
Power of estate of deceased partner.
Repealed by Act 2016-379, §5, effective January 1, 2017.
(Act 2009-621, p. 1805, §1.)
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