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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-8/section-10a-9a-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 9A - Alabama Limited Partnership Law.›Article 8 - Dissolution and Winding Up.›Section 10A-9A-8.06 - Known Claims Against Dissolved Limited Partnership.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 8 - Dissolution and Winding Up. › Section 10A-9A-8.06 - Known Claims Against Dissolved Limited Partnership.
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Section 10A-9A-8.06
Known claims against dissolved limited partnership.
(a) A dissolved limited 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 limited partnership.
(b) A dissolved limited partnership may give notice of the dissolution in a record to the holder of any known claim. The notice must:
(1) identify the dissolved limited 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 limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on Section 10A-9A-4.04.
(c) Unless sooner barred by any other statute limiting actions, a claim against a dissolved limited partnership is barred:
(1) if a claimant who was given notice under subsection (b) does not deliver the claim to the dissolved limited partnership by the deadline; or
(2) if a claimant whose claim was rejected by the dissolved limited 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 2016-379, p. 934, §1; Act 2021-299, §5.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-8/section-10a-9a-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 9A - Alabama Limited Partnership Law.›Article 8 - Dissolution and Winding Up.›Section 10A-9A-8.07 - Other Claims Against Dissolved Limited Partnership.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 8 - Dissolution and Winding Up. › Section 10A-9A-8.07 - Other Claims Against Dissolved Limited Partnership.
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Section 10A-9A-8.07
Other claims against dissolved limited partnership.
(a) A dissolved limited partnership may publish notice of its dissolution and request that persons with claims against the dissolved limited 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 limited partnership's principal office is located in this state, and if none in this state, in the county in which the limited partnership's most recent registered office is 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 limited 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 limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on Section 10A-9A-4.04.
(c) If a dissolved limited 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 limited partnership within two years after the publication date of the newspaper notice:
(1) a claimant who was not given notice under Section 10A-9A-8.06;
(2) a claimant whose claim was timely sent to the dissolved limited partnership but not acted on by the dissolved limited partnership; and
(3) a claimant whose claim is contingent at the effective date of the dissolution of the limited partnership, or is based on an event occurring after the effective date of the dissolution of the limited partnership.
(d) A claim that is not barred under this section, any other statute limiting actions, or Section 10A-9A-8.06 may be enforced:
(1) against a dissolved limited partnership, to the extent of its undistributed assets;
(2) except as provided in subsection (h), if the assets of a dissolved limited 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 limited partnership; or
(3) against any person liable on the claim under Section 10A-9A-4.04 and 10A-9A-6.07.
(e) A dissolved limited partnership that published a notice under this section may file an application with the designated court, and if none the circuit court for the county in which the dissolved limited partnership's principal office is located in this state and if the dissolved limited partnership does not have a principal office within this state, in the circuit court for the county in which the dissolved limited partnership's most recent registered office is located, 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 limited partnership or that are based on an event occurring after the effective date of the dissolution of the limited partnership but that, based on the facts known to the dissolved limited partnership, are reasonably estimated to arise after the effective date of the dissolution of the limited 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 limited partnership to each potential claimant as described in subsection (e).
(g) The circuit 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 limited partnership.
(h) Provision by the dissolved limited partnership for security in the amount and the form ordered by the circuit court under subsection (e) shall satisfy the dissolved limited partnership's obligation with respect to claims that are contingent, have not been made known to the dissolved limited partnership, or are based on an event occurring after the effective date of the dissolution of the limited partnership, and those claims may not be enforced against a person owning a transferable interest to whom assets have been distributed by the dissolved limited partnership after the effective date of the dissolution of the limited 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-9A-8.06, this section, or other law, the person or persons designated to wind up the affairs of a limited partnership, and the owners of the transferable interests receiving assets from the limited partnership, shall not be liable for that claim.
(Act 2016-379, p. 934, §1; Act 2020-73, §10; Act 2021-299, §5.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-8/section-10a-9a-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 9A - Alabama Limited Partnership Law.›Article 8 - Dissolution and Winding Up.›Section 10A-9A-8.08 - Liability of General Partner and Person Dissociated as General Partner When Cl...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 8 - Dissolution and Winding Up. › Section 10A-9A-8.08 - Liability of General Partner and Person Dissociated as General Partner When Claim Against Limited Partnership Barred.
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Section 10A-9A-8.08
Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
If a claim against a dissolved limited partnership is barred under Section 10A-9A-8.06 or 10A-9A-8.07, any corresponding claim under Section 10A-9A-4.04 or 10A-9A-6.07 is also barred.
(Act 2016-379, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-8/section-10a-9a-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 9A - Alabama Limited Partnership Law.›Article 8 - Dissolution and Winding Up.›Section 10A-9A-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 9A - Alabama Limited Partnership Law. › Article 8 - Dissolution and Winding Up. › Section 10A-9A-8.09 - Disposition of Assets, When Contributions Required.
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Section 10A-9A-8.09
Disposition of assets, when contributions required.
Upon the winding up of a limited partnership, the assets of the limited partnership, including any obligation under Article 5 of this chapter, 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 limited partnership.
(b) After a limited 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 limited 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 limited partnership's assets are insufficient to satisfy all of its obligations under subsection (a), with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply:
(1) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under Section 10A-9A-6.07 shall contribute to the limited partnership for the purpose of enabling the limited 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 general 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 limited 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 general 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 limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person's obligation to contribute under subsection (d).
(Act 2016-379, p. 934, §1; Act 2021-299, §5.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-8/section-10a-9a-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 9A - Alabama Limited Partnership Law.›Article 8 - Dissolution and Winding Up.›Section 10A-9A-8.10 - Reinstatement After Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 8 - Dissolution and Winding Up. › Section 10A-9A-8.10 - Reinstatement After Dissolution.
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Section 10A-9A-8.10
Reinstatement after dissolution.
A limited 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 limited 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 limited 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 limited partnership dissolved in a judicial proceeding initiated by one or more of the partners, the consent of each of those partners shall have been obtained and shall be included in the consent required by subsection (a); and
(d) the filing of a certificate of reinstatement in accordance with Section 10A-9A-8.11.
(Act 2016-379, p. 934, §1; Act 2021-299, §5.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-8/section-10a-9a-8-11/
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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 9A - Alabama Limited Partnership Law.›Article 8 - Dissolution and Winding Up.›Section 10A-9A-8.11 - Certificate of Reinstatement.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 8 - Dissolution and Winding Up. › Section 10A-9A-8.11 - Certificate of Reinstatement.
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Section 10A-9A-8.11
Certificate of reinstatement.
(a) In order to reinstate a limited partnership under this article, a certificate of reinstatement shall be delivered for filing to the Secretary of State which certificate of reinstatement shall have attached thereto a true and complete copy of the limited partnership's certificate of formation. The certificate of reinstatement shall state:
(1) the name of the limited partnership before reinstatement;
(2) the name of the limited partnership following reinstatement, which limited partnership name shall comply with Section 10A-9A-8.12;
(3) the date of formation of the limited partnership;
(4) the date of dissolution of the limited partnership, if known;
(5) a statement that all applicable conditions of Section 10A-9A-8.10 have been satisfied;
(6) the address of the registered office and the name of the registered agent at that address in compliance with Article 5 of Chapter 1; and
(7) the unique identifying number or other designation as assigned by the Secretary of State.
(b) A limited partnership shall not be required to file a statement of dissolution in order to file a certificate of reinstatement.
(c) A certificate of reinstatement shall be deemed to be a filing instrument under Chapter 1.
(Act 2016-379, p. 934, §1; Act 2020-73, §10.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-8/section-10a-9a-8-12/
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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 9A - Alabama Limited Partnership Law.›Article 8 - Dissolution and Winding Up.›Section 10A-9A-8.12 - Limited Partnership Name Upon Reinstatement.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 8 - Dissolution and Winding Up. › Section 10A-9A-8.12 - Limited Partnership Name Upon Reinstatement.
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Section 10A-9A-8.12
Limited partnership name upon reinstatement.
The name of a limited partnership following reinstatement shall be determined as follows:
(a) If the limited partnership remains in the Secretary of State's records as a limited partnership which has not been dissolved, then the name of the limited partnership following reinstatement shall be that limited partnership name at the time of reinstatement.
(b) If the limited partnership is listed in the Secretary of State's records as a limited partnership that has been dissolved, then the name of a limited partnership following reinstatement shall be that limited partnership name at the time of reinstatement if that limited partnership name complies with Article 5 of Chapter 1 at the time of reinstatement. If that limited partnership name does not comply with Article 5 of Chapter 1, the name of the limited partnership following reinstatement shall be that limited partnership name followed by the word "reinstated."
(c) A limited partnership shall not be required to file a statement of dissolution in order to retain or obtain the name of the limited partnership.
(Act 2016-379, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-8/section-10a-9a-8-13/
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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 9A - Alabama Limited Partnership Law.›Article 8 - Dissolution and Winding Up.›Section 10A-9A-8.13 - Effect of Reinstatement.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 8 - Dissolution and Winding Up. › Section 10A-9A-8.13 - Effect of Reinstatement.
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Section 10A-9A-8.13
Effect of reinstatement.
(a) Subject to subsection (b), upon reinstatement, the limited partnership shall be deemed for all purposes to have continued its activities and affairs as if dissolution had never occurred; and each right inuring to, and each debt, obligation, and liability incurred by, the limited 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 2016-379, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-9/section-10a-9a-9-01/
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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 9A - Alabama Limited Partnership Law.›Article 9 - Actions by Partners.›Section 10A-9A-9.01 - Direct Action by Partner.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 9 - Actions by Partners. › Section 10A-9A-9.01 - Direct Action by Partner.
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Section 10A-9A-9.01
Direct action by partner.
(a) Subject to subsection (b), a partner may maintain a direct action against another partner or partners or the limited partnership, with or without an accounting as to the partnership's activities and affairs, to enforce the partner's rights and otherwise protect the partner's interests, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.
(b) A partner maintaining a direct action under subsection (a) must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.
(c) A partner may maintain a direct action to enforce a right of a limited partnership if all partners at the time of suit are parties to the action.
(d) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law.
(e) A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
(Act 2016-379, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-9/section-10a-9a-9-02/
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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 9A - Alabama Limited Partnership Law.›Article 9 - Actions by Partners.›Section 10A-9A-9.02 - Right of Derivative Action.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 9 - Actions by Partners. › Section 10A-9A-9.02 - Right of Derivative Action.
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Section 10A-9A-9.02
Right of derivative action.
A partner may commence or maintain a derivative action in the right of a limited partnership to enforce a right of the limited partnership by complying with this article.
(Act 2016-379, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-9/section-10a-9a-9-03/
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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 9A - Alabama Limited Partnership Law.›Article 9 - Actions by Partners.›Section 10A-9A-9.03 - Standing.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 9 - Actions by Partners. › Section 10A-9A-9.03 - Standing.
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Section 10A-9A-9.03
Standing.
A partner may commence or maintain a derivative action in the right of the limited partnership only if the partner:
(1) fairly and adequately represents the interests of the limited partnership in enforcing the right of the limited partnership; and
(2) either:
(A) was a partner of the limited partnership at the time of the act or omission of which the partner complains; or
(B) whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the act or omission of which the partner complains.
(Act 2016-379, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-9/section-10a-9a-9-04/
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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 9A - Alabama Limited Partnership Law.›Article 9 - Actions by Partners.›Section 10A-9A-9.04 - Demand.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 9 - Actions by Partners. › Section 10A-9A-9.04 - Demand.
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Section 10A-9A-9.04
Demand.
A partner may commence a derivative action in the right of the limited partnership, if:
(a) the partner first makes a written demand upon general partners requesting that they cause the limited partnership to bring an action to enforce the right and the general partners do not bring the action within a reasonable time; or
(b) a demand under subsection (a) would be futile.
(Act 2016-379, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-9/section-10a-9a-9-05/
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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 9A - Alabama Limited Partnership Law.›Article 9 - Actions by Partners.›Section 10A-9A-9.05 - Pleading.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 9 - Actions by Partners. › Section 10A-9A-9.05 - Pleading.
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Section 10A-9A-9.05
Pleading.
In a derivative action, the complaint must state with particularity:
(a) the date and content of plaintiff's demand and the general partner's response by the limited partnership to the demand; or
(b) why the demand should be excused as futile.
(Act 2016-379, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-9/section-10a-9a-9-06/
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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 9A - Alabama Limited Partnership Law.›Article 9 - Actions by Partners.›Section 10A-9A-9.06 - Stay of Proceedings.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 9 - Actions by Partners. › Section 10A-9A-9.06 - Stay of Proceedings.
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Section 10A-9A-9.06
Stay of proceedings.
For the purpose of allowing the general partners and the limited partnership time to undertake an inquiry into the allegations made in the demand or complaint commenced pursuant to this article, the court may stay any derivative action for the period the court deems appropriate.
(Act 2016-379, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-9/section-10a-9a-9-07/
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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 9A - Alabama Limited Partnership Law.›Article 9 - Actions by Partners.›Section 10A-9A-9.07 - Discontinuance or Settlement.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 9 - Actions by Partners. › Section 10A-9A-9.07 - Discontinuance or Settlement.
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Section 10A-9A-9.07
Discontinuance or settlement.
A derivative action may not be dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be given to partners of the limited partnership in such manner as the court directs.
(Act 2016-379, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-9/section-10a-9a-9-08/
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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 9A - Alabama Limited Partnership Law.›Article 9 - Actions by Partners.›Section 10A-9A-9.08 - Proceeds and Expenses.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 9 - Actions by Partners. › Section 10A-9A-9.08 - Proceeds and Expenses.
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Section 10A-9A-9.08
Proceeds and expenses.
(a) Except as otherwise provided in subsection (b):
(1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff; and
(2) if the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.
(b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from the recovery of the limited partnership.
(Act 2016-379, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-9/section-10a-9a-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 9A - Alabama Limited Partnership Law.›Article 9 - Actions by Partners.›Section 10A-9A-9.09 - Applicability to Foreign Limited Partnerships.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 9 - Actions by Partners. › Section 10A-9A-9.09 - Applicability to Foreign Limited Partnerships.
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Section 10A-9A-9.09
Applicability to foreign limited partnerships.
In any derivative action in the right of a foreign limited partnership, the right of a person to commence or maintain a derivative action in the right of a foreign limited partnership, and any matters raised in the action covered by Sections 10A-9A-9.02 through 10A-9A-9.08, shall be governed by the law of the jurisdiction under which the foreign limited partnership was formed; except that any matters raised in the action covered by Sections 10A-9A-9.06, 10A-9A-9.07, and 10A-9A-9.08 shall be governed by the law of this state.
(Act 2016-379, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-10/section-10a-9a-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 9A - Alabama Limited Partnership Law.›Article 10 - Conversions and Mergers.›Section 10A-9A-10.01 - Definitions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 10 - Conversions and Mergers. › Section 10A-9A-10.01 - Definitions.
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Section 10A-9A-10.01
Definitions.
As used in this article, unless the context otherwise requires, the following terms mean:
(1) CONSTITUENT LIMITED PARTNERSHIP means a constituent organization that is a limited partnership.
(2) CONSTITUENT ORGANIZATION means an organization that is party to a merger under this article.
(3) CONVERTED ORGANIZATION means the organization into which a converting organization converts pursuant to this article.
(4) CONVERTING LIMITED PARTNERSHIP means a converting organization that is a limited partnership.
(5) CONVERTING ORGANIZATION means an organization that converts into another organization pursuant to this article.
(6) GENERAL PARTNER means a general partner of a limited partnership.
(7) GOVERNING STATUTE of an organization means the statute that governs the organization's internal affairs.
(8) ORGANIZATION means a general partnership, including a limited liability partnership; limited partnership, 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.
(9) ORGANIZATIONAL DOCUMENTS means:
(A) for a general partnership or foreign general partnership, its partnership agreement and if applicable, its registration as a limited liability partnership or a 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.
(10) 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 2016-379, p. 934, §1; Act 2021-299, §5.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-10/section-10a-9a-10-02/
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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 9A - Alabama Limited Partnership Law.›Article 10 - Conversions and Mergers.›Section 10A-9A-10.02 - Conversion.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 10 - Conversions and Mergers. › Section 10A-9A-10.02 - Conversion.
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Section 10A-9A-10.02
Conversion.
(a) An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to an organization other than a limited partnership pursuant to this section, Sections 10A-9A-10.03 through 10A-9A-10.05, and a plan of conversion, if:
(1) the governing statute of the organization that is not a limited 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-9A-10.02(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.
(Act 2016-379, p. 934, §1; 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 9A - Alabama Limited Partnership Law.›Article 10 - Conversions and Mergers.›Section 10A-9A-10.03 - Action on Plan of Conversion by Converting Limited Partnership.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 10 - Conversions and Mergers. › Section 10A-9A-10.03 - Action on Plan of Conversion by Converting Limited Partnership.
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Section 10A-9A-10.03
Action on plan of conversion by converting limited partnership.
(a) Subject to Section 10A-9A-10.10, a plan of conversion must be consented to by all the partners of a converting limited partnership.
(b) Subject to Section 10A-9A-10.10 and any contractual rights, after a conversion is approved, and at any time before a filing is made under Section 10A-9A-10.04, a converting limited 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 2016-379, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-10/section-10a-9a-10-04/
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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 9A - Alabama Limited Partnership Law.›Article 10 - Conversions and Mergers.›Section 10A-9A-10.04 - Filings Required for Conversion; Effective Date.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 10 - Conversions and Mergers. › Section 10A-9A-10.04 - Filings Required for Conversion; Effective Date.
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Section 10A-9A-10.04
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-9A-2.03(a) 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; and
(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 activities and affairs in this state, the street and mailing address of an office for the purposes of Section 10A-9A-10.05(b); and
(2) if the converted organization is a limited partnership, the converting organization shall deliver for filing a certificate of formation in accordance with subsection (d), which certificate of formation must include, in addition to the information required by Section 10A-9A-2.01(a):
(A) a statement that the limited 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.
(b) A conversion becomes effective:
(1) if the converted organization is a limited partnership, when the certificate of formation takes effect; and
(2) if the converted organization is not a limited 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) to the Secretary of State.
(d) If the converted organization is a limited partnership, the converting organization shall deliver for filing the certificate of formation 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 certificate of formation to the Secretary of State, then the converting organization shall deliver for filing the statement of conversion and the certificate of formation to the Secretary of State simultaneously.
(f) After a conversion becomes effective, if the converted organization is a limited partnership, then, except for certified copies of documents permitted to be delivered to the judge of probate for filing pursuant to subsection (h), 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 or a foreign filing entity registered to conduct activities and affairs in this state;
(2) the converted organization will be a filing entity or a foreign filing entity registered to conduct activities and affairs in this state;
(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 2016-379, p. 934, §1; Act 2019-94, §2.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-10/section-10a-9a-10-05/
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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 9A - Alabama Limited Partnership Law.›Article 10 - Conversions and Mergers.›Section 10A-9A-10.05 - Effect of Conversion.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 10 - Conversions and Mergers. › Section 10A-9A-10.05 - Effect of Conversion.
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Section 10A-9A-10.05
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 affairs 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 limited partnership, for all purposes of the laws of this state, the limited 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 limited partnership;
(9) if the converted organization is a limited partnership, the existence of the limited 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 limited partnership, or series thereof, is liable if, before the conversion, the converting limited 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 2016-379, p. 934, §1; Act 2019-94, §2.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-10/section-10a-9a-10-06/
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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 9A - Alabama Limited Partnership Law.›Article 10 - Conversions and Mergers.›Section 10A-9A-10.06 - Merger.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 10 - Conversions and Mergers. › Section 10A-9A-10.06 - Merger.
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Section 10A-9A-10.06
Merger.
(a) A limited partnership may merge with one or more other constituent organizations pursuant to this section, Sections 10A-9A-10.07 through 10A-9A-10.09, 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 2016-379, p. 934, §1; Act 2019-94, §2.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-10/section-10a-9a-10-07/
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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 9A - Alabama Limited Partnership Law.›Article 10 - Conversions and Mergers.›Section 10A-9A-10.07 - Action on Plan of Merger by Constituent Limited Partnership.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 10 - Conversions and Mergers. › Section 10A-9A-10.07 - Action on Plan of Merger by Constituent Limited Partnership.
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Section 10A-9A-10.07
Action on plan of merger by constituent limited partnership.
(a) Subject to Section 10A-9A-10.10, a plan of merger must be consented to by all the partners of a constituent limited partnership.
(b) Subject to Section 10A-9A-10.10 and any contractual rights, after a merger is approved, and at any time before a filing is made under Section 10A-9A-10.08, a constituent limited 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 2016-379, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-10/section-10a-9a-10-08/
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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 9A - Alabama Limited Partnership Law.›Article 10 - Conversions and Mergers.›Section 10A-9A-10.08 - Filings Required for Merger; Effective Date.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 10 - Conversions and Mergers. › Section 10A-9A-10.08 - Filings Required for Merger; Effective Date.
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Section 10A-9A-10.08
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 limited partnership, as provided in Section 10A-9A-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 the merger is effective under the governing statute of the surviving organization;
(5) if the surviving organization is to be created pursuant to the merger:
(A) if it will be a limited partnership, the limited partnership's certificate of formation; or
(B) if it will be an organization other than a limited partnership, any organizational document that creates the organization that is required to be in a public writing;
(6) if the surviving organization exists before the merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are required to be in a public writing;
(7) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(8) 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;
(9) if the surviving organization is a foreign organization not authorized to conduct activities and affairs in this state, the street and mailing address of an office for the purposes of Section 10A-9A-10.09(b); and
(10) any additional information required by the governing statute of any constituent organization.
(c) The statement of merger shall be delivered for filing to the Secretary of State.
(d) A merger becomes effective under this article:
(1) if the surviving organization is a limited 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 limited partnership, as provided by the governing statute of the surviving organization.
(e) After a merger becomes effective, if the surviving organization is a limited partnership, then, except for certified copies of the statement of merger permitted to be delivered to the judge of probate for filing pursuant to subsection (f), all filing instruments required to be filed under this title regarding that surviving organization shall be delivered for filing to the Secretary of State.
(f) 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.
(g) A statement of merger is a filing instrument under Chapter 1.
(h) The filing fees for a statement of merger shall be as set forth in Chapter 1.
(Act 2016-379, p. 934, §1; Act 2019-94, §2.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-10/section-10a-9a-10-09/
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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 9A - Alabama Limited Partnership Law.›Article 10 - Conversions and Mergers.›Section 10A-9A-10.09 - Effect of Merger.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 10 - Conversions and Mergers. › Section 10A-9A-10.09 - Effect of Merger.
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Section 10A-9A-10.09
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 limited partnership ceases to exist, the merger does not dissolve the limited partnership;
(9) if the surviving organization is created pursuant to the merger:
(A) if it is a limited partnership, the certificate of formation becomes effective; or
(B) if it is an organization other than a limited 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 limited partnership that is a constituent organization to the merger, and the ownership interests of each organization that is not a limited partnership, but is a constituent organization to the merger, that are to be converted in accordance with the terms of the merger into transferable interest, ownership interests, other securities, obligations, rights to acquire transferable interest, 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 2016-379, p. 934, §1; Act 2018-125, §6; Act 2019-94, §2.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-10/section-10a-9a-10-10/
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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 9A - Alabama Limited Partnership Law.›Article 10 - Conversions and Mergers.›Section 10A-9A-10.10 - Restrictions on Approval of Mergers, Conversions and on Relinquishing Lllp St...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 10 - Conversions and Mergers. › Section 10A-9A-10.10 - Restrictions on Approval of Mergers, Conversions and on Relinquishing Lllp Status.
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Section 10A-9A-10.10
Restrictions on approval of mergers, conversions and on relinquishing LLLP status.
(a) If a partner of a converting or constituent limited 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) An amendment to a certificate of formation which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without each general 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 2016-379, §1.)
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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 9A - Alabama Limited Partnership Law.›Article 10 - Conversions and Mergers.›Section 10A-9A-10.11 - Liability of General Partner After Conversion or Merger.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 10 - Conversions and Mergers. › Section 10A-9A-10.11 - Liability of General Partner After Conversion or Merger.
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Section 10A-9A-10.11
Liability of general partner after conversion or merger.
(a) A conversion or merger under this article does not discharge any liability under Sections 10A-9A-4.04 and 10A-9A-6.07 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited 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 limited 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 general partner under Section 10A-9A-4.04 when the obligation was incurred and has not been released from the obligation under Section 10A-9A-6.07; and
(B) the contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general 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 general partner in a converting or constituent limited partnership that was not a limited liability limited 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 limited partnership;
(ii) the converting or constituent limited partnership is not a limited liability limited partnership; and
(iii) the person is a general partner in the converting or constituent limited partnership; and
(2) a person that was dissociated as a general partner from a converting or constituent limited 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 limited partnership was not a limited liability limited 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 limited partnership, the converting or constituent limited partnership is not a limited liability limited partnership, and the person is a general partner in the converting or constituent limited partnership.
(Act 2016-379, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-10/section-10a-9a-10-12/
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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 9A - Alabama Limited Partnership Law.›Article 10 - Conversions and Mergers.›Section 10A-9A-10.12 - Power of General Partners and Persons Dissociated as General Partners to Bind...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 10 - Conversions and Mergers. › Section 10A-9A-10.12 - Power of General Partners and Persons Dissociated as General Partners to Bind Organization After Conversion or Merger.
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Section 10A-9A-10.12
Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
(a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
(1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under Section 10A-9A-4.02; and
(2) at the time the third party enters into the transaction, the third party:
(A) does not have notice of the conversion or merger; and
(B) reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(b) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
(1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under Section 10A-9A-4.02 if the person had been a general 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 limited partnership and that the person is a general partner in the converting or constituent limited 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 2016-379, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-10/section-10a-9a-10-13/
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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 9A - Alabama Limited Partnership Law.›Article 10 - Conversions and Mergers.›Section 10A-9A-10.13 - Article Not Exclusive.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 10 - Conversions and Mergers. › Section 10A-9A-10.13 - Article Not Exclusive.
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Section 10A-9A-10.13
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 2016-379, §1.)
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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 9A - Alabama Limited Partnership Law.›Article 11 - Miscellaneous Provisions.›Section 10A-9A-11.01 - Application to Existing Relationships.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 11 - Miscellaneous Provisions. › Section 10A-9A-11.01 - Application to Existing Relationships.
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Section 10A-9A-11.01
Application to existing relationships.
(a) Beginning January 1, 2017, this chapter governs all limited partnerships and all foreign limited partnerships.
(b) With respect to a limited partnership formed before January 1, 2010, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(1) Section 10A-1-3.03 does not apply and the limited partnership has whatever duration it had under the law applicable immediately before January 1, 2010.
(2) The limited partnership is not required to amend its certificate of formation to comply with Section 10A-9A-2.01(a)(5); but once amended or restated, the certificate of formation must comply with Section 10A-9A-2.01(a)(5).
(3) Sections 10A-9A-6.01 and 10A-9A-6.02 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2010.
(4) Section 10A-9A-6.03(4) does not apply.
(5) Section 10A-9A-6.03(5) does not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2010.
(6) Section 10A-9A-8.01(c) does not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2010.
(c) With respect to limited partnerships formed before January 1, 2017:
(1) the limited partnership's formation document, whether a certificate of limited partnership or a certificate of formation is deemed to be the limited partnership's certificate of formation; and
(2) the limited partnership's partnership agreement is deemed the limited partnership's partnership agreement.
(d) With respect to a limited partnership formed before October 1, 1998, the term "partnership agreement" as defined in Section 10A-9A-1.02(10), includes the certificate of partnership.
(Act 2016-379, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-11/section-10a-9a-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 9A - Alabama Limited Partnership Law.›Article 11 - Miscellaneous Provisions.›Section 10A-9A-11.02 - Severability Clause.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 11 - Miscellaneous Provisions. › Section 10A-9A-11.02 - Severability Clause.
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Section 10A-9A-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 2016-379, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-11/section-10a-9a-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 9A - Alabama Limited Partnership Law.›Article 11 - Miscellaneous Provisions.›Section 10A-9A-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 9A - Alabama Limited Partnership Law. › Article 11 - Miscellaneous Provisions. › Section 10A-9A-11.03 - Relation to Electronic Signatures in Global and National Commerce Act.
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Section 10A-9A-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 2016-379, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-11/section-10a-9a-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 9A - Alabama Limited Partnership Law.›Article 11 - Miscellaneous Provisions.›Section 10A-9A-11.04 - Effective Date.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 11 - Miscellaneous Provisions. › Section 10A-9A-11.04 - Effective Date.
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Section 10A-9A-11.04
Effective date.
This chapter takes effect January 1, 2017.
(Act 2016-379, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-9a/article-11/section-10a-9a-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 9A - Alabama Limited Partnership Law.›Article 11 - Miscellaneous Provisions.›Section 10A-9A-11.05 - Repeals.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 11 - Miscellaneous Provisions. › Section 10A-9A-11.05 - Repeals.
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Section 10A-9A-11.05
Repeals.
Effective January 1, 2017, the following parts of the Code of Alabama 1975 are repealed: Sections 10A-9-1.01 to 10A-9-12.08, inclusive, as amended and in effect immediately before the effective date of this act.
(Act 2016-379, §1.)
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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 9A - Alabama Limited Partnership Law.›Article 11 - Miscellaneous Provisions.›Section 10A-9A-11.06 - Savings Clause.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 11 - Miscellaneous Provisions. › Section 10A-9A-11.06 - Savings Clause.
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Section 10A-9A-11.06
Savings clause.
This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect.
(Act 2016-379, §1.)
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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 9A - Alabama Limited Partnership Law.›Article 11 - Miscellaneous Provisions.›Section 10A-9A-11.07 - Classification.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 11 - Miscellaneous Provisions. › Section 10A-9A-11.07 - Classification.
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Section 10A-9A-11.07
Classification.
For purposes of income taxation, other than under Chapter 14A of Title 40, a domestic or foreign limited partnership or limited liability limited partnership shall be treated as a partnership unless it is classified otherwise for federal income tax purposes, in which case it shall be classified in the same manner as it is for federal income tax purposes.
(Act 2016-379, §1.)
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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 10 - Real Estate Investment Trusts.›Section 10A-10-1.01 - Short Title.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.01 - Short Title.
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Section 10A-10-1.01
Short title.
This chapter and the provisions of Chapter 1 to the extent applicable to real estate investment trusts may be cited as the "Alabama Real Estate Investment Trust Law."
(Acts 1995, No. 95-628, p. 1317, §1; §10-13-1; amended and renumbered by Act 2009-513, p. 967, §308.)
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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 10 - Real Estate Investment Trusts.›Section 10A-10-1.02 - Definitions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.02 - Definitions.
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Section 10A-10-1.02
Definitions.
As used in this chapter, unless the context otherwise requires, the following words shall have the meanings respectively ascribed to them:
(1) REAL ESTATE INVESTMENT TRUST. An unincorporated trust or association in which property is acquired, held, managed, administered, controlled, invested, or disposed of for the benefit and profit of any person who may become a shareholder or an entity that otherwise complies with the provisions of 26 U.S.C. Sections 856 to 860, inclusive, of the U.S. Internal Revenue Code, as amended from time to time, and the rulings and regulations adopted thereunder.
(2) SHARE. A transferable unit of beneficial interest in a real estate investment trust.
(3) SHAREHOLDER. The holder of a transferable unit of beneficial interest in a real estate investment trust.
(Acts 1995, No. 95-628, p. 1317, §2; §10-13-2; amended and renumbered by Act 2009-513, p. 967, §308.)
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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 10 - Real Estate Investment Trusts.›Section 10A-10-1.03 - Permitted Form of Unincorporated Trust or Association.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.03 - Permitted Form of Unincorporated Trust or Association.
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Section 10A-10-1.03
Permitted form of unincorporated trust or association.
A real estate investment trust is a permitted form of unincorporated trust or association, and may conduct business in the state in accordance with this chapter and with Chapter 1.
(Acts 1995, No. 95-628, p. 1317, §3; §10-13-3; amended and renumbered by Act 2009-513, p. 967, §308.)
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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 10 - Real Estate Investment Trusts.›Section 10A-10-1.04 - Construction With Other Law.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.04 - Construction With Other Law.
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Section 10A-10-1.04
Construction with other law.
(a) This chapter does not limit present law as it applies to the creation of or doing business in the state by:
(1) A common-law trust.
(2) A business trust.
(3) A Massachusetts trust.
(b) To the extent any provision of this chapter is contrary to or inconsistent with 26 U.S.C. Sections 856 to 860, inclusive, of the U.S. Internal Revenue Code, as amended from time to time, or the rulings and regulations adopted under those sections, the latter shall prevail as to any real estate investment trust qualifying under those sections, rulings, and regulations.
(Acts 1995, No. 95-628, p. 1317, §4; §10-13-4; amended and renumbered by Act 2009-513, p. 967, §308.)
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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 10 - Real Estate Investment Trusts.›Section 10A-10-1.05 - Compliance Required.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.05 - Compliance Required.
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Section 10A-10-1.05
Compliance required.
A real estate investment trust may not do business in the state until it complies with this chapter and, in the case of a foreign real estate investment trust, with Article 7 of Chapter 1.
(Acts 1995, No. 95-628, p. 1317, §5; §10-13-5; amended and renumbered by Act 2009-513, p. 967, §308.)
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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 10 - Real Estate Investment Trusts.›Section 10A-10-1.06 - Declaration of Trust.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.06 - Declaration of Trust.
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Section 10A-10-1.06
Declaration of trust.
(a) A real estate investment trust organized under this chapter shall file its declaration of trust in the same manner as the certificate of formation of an Alabama domestic filing entity and shall be subject in all respects to the provisions of Article 4 of Chapter 1, governing filing of documents except as those provisions may be inconsistent with the provisions of this chapter.
(b) The declaration of trust shall:
(1) Indicate clearly that the trust is a real estate investment trust.
(2) State the name of the trust.
(3) State the total number of shares that the real estate investment trust has authority to issue.
(4) Provide for an annual meeting of shareholders after the delivery of the annual report, at a convenient location and on proper notice.
(5) Provide for the election of trustees at least every third year at an annual meeting of shareholders.
(6) State the number of trustees and the names of those persons who will serve as trustees until the first meeting of shareholders and until their successors are elected and qualified or at a later time as may be specified in the declaration of trust.
(7) State the name and address of a resident agent of the real estate investment trust in Alabama.
(8) If the shares are divided into classes as permitted by Section 10A-10-1.07, provide a description of each class, including any preferences, conversion, and other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, and terms and conditions of redemption.
(c) Notwithstanding any provision of this chapter which requires for any action, the concurrence of a greater proportion of the votes than a majority of the votes entitled to be cast, a real estate investment trust may provide by its declaration of trust that the action may be taken or authorized on the concurrence of a smaller proportion, but not less than a majority of the number of votes entitled to be cast on the matter.
(d) The declaration of trust shall be signed and acknowledged by each trustee.
(Acts 1995, No. 95-628, p. 1317, §6; §10-13-6; amended and renumbered by Act 2009-513, p. 967, §308.)
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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 10 - Real Estate Investment Trusts.›Section 10A-10-1.07 - Classification of Shares.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.07 - Classification of Shares.
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Section 10A-10-1.07
Classification of shares.
(a) A real estate investment trust may provide by its declaration of trust any of the following:
(1) That any specified class of shares is preferred over another class as to its distributive share of the assets on voluntary or involuntary liquidation of the real estate investment trust and the amount of the preference.
(2) That any specified class of shares may be redeemed at the option of the real estate investment trust or of the holders of the shares and the terms and conditions of redemption, including the time and price of redemption.
(3) That any specified class of shares is convertible into shares of one or more classes and the terms and conditions of conversion.
(4) That the holders of any specified securities issued or to be issued by the real estate investment trust have any voting or other rights which, by law, are or may be conferred on shareholders.
(5) For any other preferences, rights, restrictions, including restrictions on transferability and qualifications not inconsistent with law.
(6) That the board of trustees may classify or reclassify any unissued shares, from time to time, by setting or changing the preferences, conversion, or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of the shares.
(7) That the board of trustees may amend the declaration of trust to increase or decrease the aggregate number of shares or the number of shares of any class that the trust has authority to issue.
(b) If, under a power contained in the declaration of trust, the board of trustees classifies or reclassifies any unissued shares by setting or changing the preferences, conversion, or other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications or terms or conditions of redemption, the board, before issuing any of the shares, shall deliver articles supplementary for record to the Secretary of State for filing, which shall include both of the following:
(1) A description of the shares, including the preferences, conversion, and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption, as set or changed by the board of trustees.
(2) A statement that the shares have been classified or reclassified by the board of trustees under the authority contained in the declaration of trust.
(c) (1) For purposes of this subsection, "facts" include the occurrence of any event, including a determination or action by any person or body, including the real estate investment trust.
(2) Any of the preferences, conversion, or other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, or terms or conditions of redemption of any class or series of shares may be made dependent upon facts ascertainable outside the declaration of trust and may vary among holders of the shares, provided, that the manner in which the facts or variations will operate upon the preferences, conversion, or other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, or terms or conditions of redemption of the class or series of shares is clearly and expressly set forth in the declaration of trust.
(d) If the real estate investment trust has authority to issue shares of more than one class, the certificate evidencing the shares shall contain on its face or back a full statement or summary of:
(1) The designations and any preferences, conversion, and other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, and terms and conditions of redemption of the shares of each class which the real estate investment trust is authorized to issue.
(2) If the real estate investment trust is authorized to issue any preferred or special class in series, both of the following:
a. The differences in the relative rights and preferences between the shares of each series to the extent they have been set.
b. The authority of the board of trustees to set the relative rights and preferences of subsequent series.
(e)(1) A summary of the information required by subsection (d), as included in a registration statement permitted to become effective under the Federal Securities Act of 1933, is an acceptable summary for the purposes of this section.
(2) Instead of a full statement or summary, the certificate may state that the real estate investment trust will furnish a full statement of the information required by subsection (d) to any holder of shares on request and without charge.
(f) Unless the declaration of trust provides otherwise, the trustees of a real estate investment trust may authorize the issue of some of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the real estate investment trust. At the time of issuance or transfer of any shares without certificates, the real estate investment trust shall send the shareholder a written statement of the information required on certificates by subsection (d) or (e).
(Acts 1995, No. 95-628, p. 1317, §7; §10-13-7; amended and renumbered by Act 2009-513, p. 967, §308; 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 10 - Real Estate Investment Trusts.›Section 10A-10-1.08 - Removal of Trustees.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.08 - Removal of Trustees.
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Section 10A-10-1.08
Removal of trustees.
Unless the declaration of trust provides otherwise, the shareholders of a real estate investment trust may remove any trustee with or without cause by the affirmative vote of a majority of all the votes entitled to be cast for the election of trustees.
(Acts 1995, No. 95-628, p. 1317, §8; §10-13-8; amended and renumbered by Act 2009-513, p. 967, §308.)
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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 10 - Real Estate Investment Trusts.›Section 10A-10-1.09 - Powers.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.09 - Powers.
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Section 10A-10-1.09
Powers.
A real estate investment trust has the power to:
(1) Unless the declaration of trust provides otherwise, have perpetual existence unaffected by any rule against perpetuities.
(2) Sue, be sued, complain, and defend in all courts.
(3) Transact its business, carry on its operations, and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States and in any foreign country.
(4) Make contracts, incur liabilities, and borrow money.
(5) Sell, mortgage, lease, pledge, exchange, convey, transfer, and otherwise dispose of all or any part of its assets.
(6) Issue bonds, notes, and other obligations, and secure them by mortgage or deed of trust of all or any part of its assets.
(7) Subject to Section 10A-10-1.10, acquire by purchase, or in any other manner, take, receive, own, hold, use, employ, improve, encumber, and otherwise deal with any interest in real and personal property, wherever located.
(8) Purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of and deal with:
a. Securities, shares, and other interests in any obligations of domestic and foreign corporations, other real estate investment trusts, associations, partnerships, and individuals.
b. Direct and indirect obligations of the United States, any other government, state, territory, government district, and municipality, and any of their instrumentalities.
(9) Elect or appoint trustees, officers, and agents of the trust for the period of time the declaration of trust or bylaws provide, define their duties, and determine their compensation.
(10) Adopt and implement employee or officer benefit plans.
(11) Make and alter bylaws not inconsistent with law or with its declaration of trust to regulate the government of the real estate investment trust and the administration of its affairs.
(12) Exercise these powers, including the power to take, hold, and dispose of the title to real and personal property in the name of the trust or in the name of its trustees, without the filing of any bond.
(13) Generally exercise the powers set forth in its declaration of trust which are not inconsistent with law and are appropriate to promote and attain the purposes set forth in its declaration of trust.
(14) Indemnify or advance expenses to trustees, officers, employees, and agents of the trust to the same extent as permitted for directors, officers, employees, and agents of an Alabama corporation under the Alabama Business Corporation Law.
(Acts 1995, No. 95-628, p. 1317, §9; §10-13-9; amended and renumbered by Act 2009-513, p. 967, §308; Act 2019-94, §2.)
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https://law.justia.com/codes/alabama/title-10a/chapter-10/section-10a-10-1-10/
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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 10 - Real Estate Investment Trusts.›Section 10A-10-1.10 - Provisions on Investments and Use.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.10 - Provisions on Investments and Use.
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Section 10A-10-1.10
Provisions on investments and use.
(a) A real estate investment trust shall hold, either directly or through other entities, assets of such character, in such percentages, and for such uses as permitted by Sections 856 to 860, inclusive, of the Internal Revenue Code, as amended from time to time.
(b) Except as provided in subsection (a), the trustees shall have the powers as to the investment of the trust estate as may be set out in the declaration of trust without regard to the type of investments to which trustees generally are restricted.
(Acts 1995, No. 95-628, p. 1317, §10; §10-13-10; amended and renumbered by Act 2009-513, p. 967, §308.)
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https://law.justia.com/codes/alabama/title-10a/chapter-10/section-10a-10-1-11/
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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 10 - Real Estate Investment Trusts.›Section 10A-10-1.11 - Annual Report.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.11 - Annual Report.
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Section 10A-10-1.11
Annual report.
(a) Each year, a real estate investment trust doing business in this state shall prepare an annual report of its operations. The report shall include a balance sheet, an income statement, and a surplus statement.
(b) The financial statements in the annual report shall be certified by an independent certified public accountant based on the accountant's full examination of the books and records of the real estate investment trust in accordance with generally accepted auditing procedures.
(c) The annual report shall be submitted to shareholders at or before the annual meeting of shareholders.
(d) A real estate investment trust shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year. Thereafter, on written request from a shareholder who was not mailed the statements, the real estate investment trust shall mail to him or her the latest financial statements.
(Acts 1995, No. 95-628, p. 1317, §11; §10-13-11; amended and renumbered by Act 2009-513, p. 967, §308.)
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https://law.justia.com/codes/alabama/title-10a/chapter-10/section-10a-10-1-12/
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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 10 - Real Estate Investment Trusts.›Section 10A-10-1.12 - Inspection of Records.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.12 - Inspection of Records.
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Section 10A-10-1.12
Inspection of records.
A shareholder has the same right to inspect the records of the real estate investment trust as a shareholder of a corporation under the Alabama Business Corporation Law.
(Acts 1995, No. 95-628, p. 1317, §12; §10-13-12; amended and renumbered by Act 2009-513, p. 967, §308; Act 2019-94, §2.)
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https://law.justia.com/codes/alabama/title-10a/chapter-10/section-10a-10-1-13/
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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 10 - Real Estate Investment Trusts.›Section 10A-10-1.13 - Filing Fees.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.13 - Filing Fees.
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Section 10A-10-1.13
Filing fees.
(a) A real estate investment trust shall pay the filing fees required under Section 10A-1-4.31.
(b) In computing fees under this section, a real estate investment trust shall treat its declaration of trust in the same manner as a certificate of formation.
(Acts 1995, No. 95-628, p. 1317, §13; §10-13-13; amended and renumbered by Act 2009-513, p. 967, §308.)
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https://law.justia.com/codes/alabama/title-10a/chapter-10/section-10a-10-1-14/
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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 10 - Real Estate Investment Trusts.›Section 10A-10-1.14 - Amendment of Declaration.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.14 - Amendment of Declaration.
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Section 10A-10-1.14
Amendment of declaration.
(a) Except as provided in subsection (c) of Section 10A-10-1.06 or subdivision (7) of subsection (a) of Section 10A-10-1.07, a declaration of trust may be amended only as provided in this section.
(b) The board of trustees of a real estate investment trust proposing an amendment to its declaration of trust shall:
(1) Adopt a resolution which sets forth the proposed amendment and declares that it is advisable.
(2) Direct that the proposed amendment be submitted for consideration at either an annual or special meeting of the shareholders.
(c) Notice which states that a purpose of the meeting will be to act upon the proposed amendment shall be given by the real estate investment trust in the manner provided in the declaration of trust or bylaws to:
(1) Each shareholder entitled to vote on the proposed amendment.
(2) Each shareholder not entitled to vote on the proposed amendment if the contract rights of the shareholder's shares, as expressly set forth in the declaration of trust, would be altered by the amendment.
(3) The notice shall include a copy of the amendment or a summary of the changes it will affect.
(d) The proposed amendment shall be approved by the shareholders of the real estate investment trust by the affirmative vote of two-thirds of all the votes entitled to be cast in the matter.
(e) A declaration of trust may permit the trustees by a two-thirds vote to amend provisions of the declaration of trust, from time to time, to qualify as a real estate investment trust under the Internal Revenue Code or under this chapter.
(f) A certificate of amendment setting forth the amendment and stating the manner in which it was adopted shall be signed and acknowledged by at least a majority of the trustees or an officer duly authorized by at least a majority of the trustees and deliver the certificate of amendment to the Secretary of State for filing.
(Acts 1995, No. 95-628, p. 1317, §14; §10-13-14; amended and renumbered by Act 2009-513, p. 967, §308; Act 2020-73, §10.)
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https://law.justia.com/codes/alabama/title-10a/chapter-10/section-10a-10-1-15/
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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 10 - Real Estate Investment Trusts.›Section 10A-10-1.15 - Merger.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.15 - Merger.
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Section 10A-10-1.15
Merger.
(a) For purposes of this section, the following words shall have the respective meanings ascribed to them:
(1) ALABAMA REAL ESTATE INVESTMENT TRUST. A real estate investment trust organized in compliance with the provisions of this chapter.
(2) BUSINESS TRUST.
a. An entity described in Section 10A-16-1.01.
b. An unincorporated trust or association, including an Alabama real estate investment trust, a common-law trust, or a Massachusetts trust, which is engaged in business and in which property is acquired, held, managed, administered, controlled, invested, or disposed of for the benefit and profit of any person who may become a holder of a transferable unit of beneficial interest in the trust.
(3) DOMESTIC LIMITED LIABILITY COMPANY. A limited liability company as defined under the Alabama Limited Liability Company Law.
(4) DOMESTIC LIMITED PARTNERSHIP. A limited partnership as defined under the Alabama Limited Partnership Law.
(5) FOREIGN BUSINESS TRUST. A business trust organized under the laws of the United States, another state of the United States, or a territory, possession, or district of the United States.
(6) FOREIGN LIMITED LIABILITY COMPANY. A limited liability company formed under the laws of any state other than the State of Alabama or under the laws of a foreign country or other foreign jurisdiction and denominated as such under the laws of such state, foreign country, or other foreign jurisdiction.
(7) FOREIGN LIMITED PARTNERSHIP. A limited partnership formed under the laws of any state other than the State of Alabama or under the laws of a foreign country or other foreign jurisdiction and denominated as such under the laws of such state, foreign country, or other foreign jurisdiction.
(b) Unless the declaration of trust provides otherwise, an Alabama real estate investment trust may merge into an Alabama or foreign business trust, into an Alabama or foreign corporation having capital stock, or into a domestic or foreign limited partnership or limited liability company; or one or more business trusts, corporations, domestic or foreign limited partnerships, or limited liability companies may merge into an Alabama real estate investment trust.
(c) A merger shall be approved in the manner provided by this section, except that:
(1) A foreign business trust, an Alabama business trust, other than an Alabama real estate investment trust, a corporation, a domestic or foreign limited partnership, or a domestic or foreign limited liability company party to the merger shall have the merger advised, authorized, and approved in the manner and by the vote required by its declaration of trust, charter, or partnership agreement, and the laws of the place where it is organized.
(2) A merger needs to be approved by an Alabama real estate investment trust successor only by a majority of its entire board of trustees if:
a. The merger does not reclassify or change its outstanding shares or otherwise amend its declaration of trust.
b. The number of shares to be issued or delivered in the merger is not more than 15 percent of the number of its shares of the same class or series outstanding immediately before the merger becomes effective.
(d) The board of trustees of each Alabama real estate investment trust proposing to merge shall:
(1) Adopt a resolution that declares the proposed transaction is advisable in substantially the terms and conditions set forth or referred to in the resolution.
(2) Direct that the proposed transaction be submitted for consideration at either an annual or special meeting of shareholders.
(e) Notice which states that a purpose of a meeting will be to act upon the proposed merger shall be given by each Alabama real estate investment trust in the manner provided for corporations by the Alabama Business Corporation Law, to:
(1) Each of its shareholders entitled to vote on the proposed transaction.
(2) Each of its shareholders not entitled to vote on the proposed transaction, except the shareholders of a successor in a merger if the merger does not alter the contract rights of their shares as expressly set forth in the declaration of trust.
(f) Except as provided in subsection (c) of Section 10A-10-1.06, the proposed merger shall be approved by the shareholders of each Alabama real estate investment trust by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter.
(g) Articles of merger containing the information required by the Alabama Business Corporation Law and the other provisions as permitted by that section shall be:
(1) Executed for each party to the articles of merger in the manner required by the Alabama Business Corporation Law.
(2) Filed for the record in the Office of the Secretary of State in accordance with the provisions of Article 4 of Chapter 1.
(h)(1) A proposed merger may be abandoned before the effective date of the articles of merger:
a. If the articles of merger so provide, by majority vote of the entire board of trustees of any one business trust party to the articles or by a majority of the entire board of directors of any one corporation party to the articles.
b. Unless the articles of merger provide otherwise, by a majority vote of the entire board of trustees of each Alabama real estate investment trust party to the articles.
c. By unanimous consent of the members of a limited liability company party to the articles of merger.
d. By unanimous consent of the partners of a limited partnership party to the articles of merger.
(2) If the articles of merger have been filed in the Office of the Secretary of State, notice of the abandonment shall be given promptly to the Secretary of State.
(3)a. If the proposed merger is abandoned as provided in this subsection, no legal liability arises under the articles of merger.
b. An abandonment does not prejudice the rights of any person under any other contract made by a business trust, corporation, limited partnership, or limited liability company party to the proposed articles of merger in connection with the proposed merger.
c. Each shareholder of an Alabama real estate investment trust objecting to a merger of the Alabama real estate investment trust shall have the same rights as a stockholder of an Alabama corporation under Article 13 of Chapter 2A and under the same procedures.
(i) The Secretary of State shall prepare certificates of merger that specify:
(1) The name of each party to the articles of merger.
(2) The name of the successor and the location of its principal office in this state or, if it has none, its principal place of business.
(3) The time the articles of merger are accepted for record by the Secretary of State.
(j) If the successor in a merger is an Alabama real estate investment trust, a merger is effective as of the later of:
(1) The time the Secretary of State accepts the articles of merger for record.
(2) The time established under the articles of merger, not to exceed 30 days after the articles are accepted for record.
(k)(1) If the successor in a merger is a foreign corporation, a foreign limited partnership, a foreign limited liability company, or an Alabama or foreign business trust, other than an Alabama real estate investment trust, the merger is effective as of the later of:
a. The time specified by the law of the place where the successor is organized.
b. The time the Secretary of State accepts the articles of merger for record.
(2) A foreign successor in a merger may deliver for filing to the Secretary of State a certificate which certifies the date the articles of merger were filed. However, the failure to file this certificate does not invalidate the merger.
(l)(1) Consummation of a merger has the effects provided in this subsection.
(2) The separate existence of each business trust, corporation, limited partnership, or limited liability company party to the articles of merger, except the successor, ceases.
(3) The shares of each business trust party to the articles of merger which are to be converted or exchanged under the terms of the articles cease to exist, subject to the rights of an objecting shareholder under this section.
(4) In addition to any other purposes and powers set forth in the articles, if the articles of merger provide, the successor has the purposes and powers of each party to the articles.
(5)a. The assets of each party to the articles of merger, including any legacies which it would have been capable of taking, vest in and devolve on the successor without further act or deed.
b. Confirmatory deeds, assignments, or similar instruments to evidence the merger may be executed and delivered at any time in the name of either party to the articles of merger. 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 nonsuccessor party 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, may 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 entity’s title to the real property.
(6)a. The successor is liable for all the debts and obligations of each nonsurviving party to the articles of merger. An existing claim, action, or proceeding pending by or against any nonsurviving party to the articles of merger may be prosecuted to judgment as if the merger had not taken place, or, on motion of the successor or any party, the successor may be substituted as a party and the judgment against the nonsurviving party to the articles of merger constitutes a lien on the property of the successor.
b. A merger does not impair the rights of creditors or any liens on the property of any business trust, corporation, limited partnership, or limited liability company which is a party to the articles of merger.
(m) This section is not exclusive. Real estate investment trusts may merge or exchange their shares in any other manner provided by law, including pursuant to the provisions of Article 8 of Chapter 1.
(Acts 1995, No. 95-628, p. 1317, §15; §10-13-15; amended and renumbered by Act 2009-513, p. 967, §308; Act 2019-94, §2; Act 2020-73, §10.)
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https://law.justia.com/codes/alabama/title-10a/chapter-10/section-10a-10-1-16/
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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 10 - Real Estate Investment Trusts.›Section 10A-10-1.16 - Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.16 - Dissolution.
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Section 10A-10-1.16
Dissolution.
(a) A real estate investment trust may terminate its existence by voluntary dissolution and wind up its business and affairs in the manner and on the grounds provided in the Alabama Business Corporation Law.
(b) A real estate investment trust may curtail or cease its trust activities by partially or completely distributing its assets.
(c)(1) The Attorney General may institute proceedings to dissolve a real estate investment trust which has abused, misused, or failed to use its powers. The proceedings shall be brought in the manner and on the grounds provided in the Alabama Business Corporation Law, with respect to judicial dissolution of a corporation.
(2) The venue of an action under this subsection is in a county where an officer or resident agent of the real estate investment trust is located.
(Acts 1995, No. 95-628, p. 1317, §16; §10-13-16; amended and renumbered by Act 2009-513, p. 967, §308; Act 2019-94, §2.)
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https://law.justia.com/codes/alabama/title-10a/chapter-10/section-10a-10-1-17/
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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 10 - Real Estate Investment Trusts.›Section 10A-10-1.17 - Liability of Trust.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.17 - Liability of Trust.
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Section 10A-10-1.17
Liability of trust.
The liability of a real estate investment trust extends to as much of the trust estate, including the whole, as necessary to discharge the liability.
(Acts 1995, No. 95-628, p. 1317, §17; §10-13-17; amended and renumbered by Act 2009-513, p. 967, §308.)
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https://law.justia.com/codes/alabama/title-10a/chapter-10/section-10a-10-1-18/
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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 10 - Real Estate Investment Trusts.›Section 10A-10-1.18 - Nonliability of Shareholders for Obligations of Trust.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.18 - Nonliability of Shareholders for Obligations of Trust.
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Section 10A-10-1.18
Nonliability of shareholders for obligations of trust.
No holder of the shares of, or beneficial interest in, a real estate investment trust shall be personally liable for any liabilities, duties or obligations of, or claims against, the real estate investment trust, whether arising before or after the holder became the owner or holder of the shares or beneficial interest.
(Acts 1995, No. 95-628, p. 1317, §18; §10-13-18; amended and renumbered by Act 2009-513, p. 967, §308.)
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https://law.justia.com/codes/alabama/title-10a/chapter-10/section-10a-10-1-19/
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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 10 - Real Estate Investment Trusts.›Section 10A-10-1.19 - Liability of Trustee.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.19 - Liability of Trustee.
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Section 10A-10-1.19
Liability of trustee.
(a) Subject to the provisions of subsection (b), a trustee of a real estate investment trust is not personally liable for the obligations of the real estate investment trust.
(b) If a trustee otherwise would be liable, the provisions of this subsection do not relieve the trustee from any liability to the trust or its security holders for any act that constitutes:
(1) Bad faith.
(2) Willful misfeasance.
(3) Gross negligence.
(4) Reckless disregard of the trustee's duties.
(c)(1) Except as provided in subdivision (2), the declaration of trust of a real estate investment trust may include any provision expanding or limiting the liability of its trustees and officers to the trust or its shareholders for money damages.
(2) The declaration of trust of a real estate investment trust may not include any provision that restricts or limits the liability of its trustees or officers to the trust or its shareholders:
a. To the extent that it is proven that the person actually received an improper benefit or profit in money, property, or services, for the amount of the benefit or profit in money, property, or services actually received.
b. To the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person's action or failure to act was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.
(3) This subsection may not be construed to affect the liability of a person in any capacity other than the person's capacity as a trustee or officer of a real estate investment trust.
(Acts 1995, No. 95-628, p. 1317, §19; §10-13-19; amended and renumbered by Act 2009-513, p. 967, §308.)
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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 10 - Real Estate Investment Trusts.›Section 10A-10-1.20 - Service of Process.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.20 - Service of Process.
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Section 10A-10-1.20
Service of process.
In an action against a real estate investment trust doing business in the state, process shall be served on any officer or resident agent of the real estate investment trust or by any method permitted under Section 10A-1-5.31, 10A-1-5.35, or 10A-1-5.36, and any notice or demand permitted or required by law may be served in like manner.
(Acts 1995, No. 95-628, p. 1317, §20; §10-13-20; amended and renumbered by Act 2009-513, p. 967, §308.)
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https://law.justia.com/codes/alabama/title-10a/chapter-10/section-10a-10-1-21/
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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 10 - Real Estate Investment Trusts.›Section 10A-10-1.21 - Income Tax.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.21 - Income Tax.
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Section 10A-10-1.21
Income tax.
(a) A real estate investment trust shall be subject to the tax imposed by Section 40-18-31, provided, that for purposes of Section 40-18-33, the "net income" of a real estate investment trust shall mean "real estate investment trust taxable income" as defined in 26 U.S.C. Section 857 as in effect from time to time.
(b) Solely for purposes of conforming federal law with Alabama law, the "net income" of a real estate investment trust determined pursuant to subsection (a) shall be further adjusted as follows:
(1) The deduction for intercorporate dividends received under Section 40-18-35(a) (7), shall not be allowed.
(2) The deduction for dividends paid, as defined in 26 U.S.C. Section 561, shall be allowed but (i) shall be computed without regard to that portion of the deduction which is attributable to the amount equal to the net income from foreclosure property as defined in 26 U.S.C. Section 857, and (ii) shall be limited by the provisions of Section 40-18-35(c). The dividends received deduction for dividends received from a Captive REIT shall be limited as provided in Section 40-18-35(a)(7)d.
(3) The net income shall be computed without regard to application by Section 40-18-13, or 26 U.S.C. Section 443(b), relating to computation of tax on change of annual accounting period.
(4) There shall be deducted an amount equal to the tax imposed for the taxable year by 26 U.S.C. Section 857(b) (5), as in effect from time to time.
(5) There shall be excluded an amount equal to any net income derived from prohibited transactions as defined in 26 U.S.C. Section 857, and no deduction shall be allowed for the federal tax equal to 100 percent of the net income derived from the prohibited transactions.
(c) In computing the tax imposed by this section, "qualified REIT subsidiaries" of a real estate investment trust shall be treated in accordance with 26 U.S.C. Section 856(i), as amended, from time to time, and the rulings and regulations adopted hereunder.
(d) For purposes of determining the source of income from distributions of a real estate investment trust to its shareholders, the income shall not be construed to arise from sources within Alabama merely because the title and ownership of the real estate investment trust property or the evidence thereof is vested in a real estate investment trust organized under this chapter.
(e) The Commissioner of Revenue shall adopt the rulings and regulations necessary to conform the treatment of real estate investment trusts to the applicable provisions of Title 26 of the United States Code, as amended from time to time.
(Acts 1995, No. 95-628, p. 1317, §21; Act 2008-543, p. 1175, §1; §10-13-21; amended and renumbered by Act 2009-513, p. 967, §308.)
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https://law.justia.com/codes/alabama/title-10a/chapter-10/section-10a-10-1-23/
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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 10 - Real Estate Investment Trusts.›Section 10A-10-1.23 - Treatment of Corporate Real Estate Investment Trust.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.23 - Treatment of Corporate Real Estate Investment Trust.
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Section 10A-10-1.23
Treatment of corporate real estate investment trust.
A domestic or foreign corporation or any "qualified REIT subsidiary" of the domestic or foreign corporation as defined in 26 U.S.C. Section 856(i), otherwise in compliance with the provisions of Chapters 1 and 2, that elects to be treated as a real estate investment trust under 26 U.S.C. Section 856, as amended from time to time, shall compute its Alabama income tax in accordance with Section 10A-10-1.21.
(Acts 1995, No. 95-628, p. 1317, §23; §10-13-23; amended and renumbered by Act 2009-513, p. 967, §310.)
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https://law.justia.com/codes/alabama/title-10a/chapter-10/section-10a-10-1-24/
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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 10 - Real Estate Investment Trusts.›Section 10A-10-1.24 - Treatment of Distribution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.24 - Treatment of Distribution.
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Section 10A-10-1.24
Treatment of distribution.
Distributions made from ordinary income by a real estate investment trust are income. All other distributions made by the trust, including distributions from capital gains, depreciation, or depletion, whether in the form of cash or an option to take new stock or cash or an option to purchase additional shares, are principal.
(Acts 1995, No. 95-628, p. 1317, §24; §10-13-24; amended and renumbered by Act 2009-513, p. 967, §310.)
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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 11 - Employee Cooperative Corporations.›Section 10A-11-1.01 - Short Title.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.01 - Short Title.
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Section 10A-11-1.01
Short title.
This chapter and the provisions of (A) Chapter 1 and (B) Chapter 2 or Chapter 2A, as applicable, to the extent applicable to employee cooperative associations may be cited as the Alabama Employee Cooperative Corporations Law.
(Act 97-949, p. 524, §1; §10-14-1; amended and renumbered by Act 2009-513, p. 967, §312; 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 11 - Employee Cooperative Corporations.›Section 10A-11-1.02 - Definitions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.02 - Definitions.
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Section 10A-11-1.02
Definitions.
As used in this chapter, the following words shall have the following meanings:
(1) COLLECTIVE RESERVE ACCOUNT. An internal capital account that represents the portion of the net book value of the corporation attributable to the cooperative.
(2) EMPLOYEE COOPERATIVE. A corporation which has elected to be governed by this chapter.
(3) INTERNAL CAPITAL ACCOUNT COOPERATIVE. An employee cooperative governed in accordance with Section 10A-11-1.11.
(4) INTERNAL CAPITAL ACCOUNTS. A system of accounts on the books of an employee cooperative that reflects the book value of the corporation.
(5) MEMBER. A natural person who has been accepted for membership in and owns a membership share issued by an employee cooperative.
(6) MEMBERSHIP FEE. The consideration paid for a membership share.
(7) MEMBERSHIP SHARE. A single share of voting stock issued to each member of a worker cooperative as evidence of membership.
(8) PATRONAGE. The amount of work performed as a member of an employee cooperative, measured in accordance with the governing documents.
(9) WRITTEN NOTICE OF ALLOCATION. A written statement which discloses to a member the stated dollar amount of the member's patronage allocation and the terms for payment of that amount by the employee cooperative.
(Act 97-949, p. 524, §2; §10-14-2; amended and renumbered by Act 2009-513, p. 967, §312.)
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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 11 - Employee Cooperative Corporations.›Section 10A-11-1.03 - Election as Employee Cooperative.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.03 - Election as Employee Cooperative.
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Section 10A-11-1.03
Election as employee cooperative.
Any corporation governed by the Alabama Business Corporation Law may elect to be governed as an employee cooperative under this chapter, by so stating in its certificate of formation or certificate of amendment filed in accordance with the Alabama Business Corporation Law.
(Act 97-949, p. 524, §3; §10-14-3; amended and renumbered by Act 2009-513, p. 967, §312; 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 11 - Employee Cooperative Corporations.›Section 10A-11-1.04 - Revocation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.04 - Revocation.
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Section 10A-11-1.04
Revocation.
An employee cooperative may revoke its election under this chapter by a vote of two-thirds of the members and through articles of amendment filed in accordance with the Alabama Business Corporation Law.
(Act 97-949, p. 524, §4; §10-14-4; amended and renumbered by Act 2009-513, p. 967, §312; 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 11 - Employee Cooperative Corporations.›Section 10A-11-1.05 - Corporate Name.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.05 - Corporate Name.
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Section 10A-11-1.05
Corporate name.
An employee cooperative may include the word "cooperative" or "co-op" in its corporate name, provided, however, that the name shall not include the words "electric" or "power".
(Act 97-949, p. 524, §5; §10-14-5; amended and renumbered by Act 2009-513, p. 967, §312.)
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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 11 - Employee Cooperative Corporations.›Section 10A-11-1.06 - Members; Membership Shares; Rights and Responsibilities.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.06 - Members; Membership Shares; Rights and Responsibilities.
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Section 10A-11-1.06
Members; membership shares; rights and responsibilities.
(a) The governing documents shall establish qualifications and the method of acceptance and termination of members. No person may be accepted as a member unless employed by the employee cooperative on a full-time or part-time basis. In order to qualify for membership, part-time employment shall be at least half-time.
(b) An employee cooperative shall issue a class of voting stock designated as "membership shares." Each member shall own only one membership share, and only members may own such shares.
(c) Membership shares shall be issued for a fee as shall be determined by the directors. An employee cooperative may allow for payment of such fee by payroll deduction, installments, or similar methods. A membership share may be issued to a person upon acceptance for membership regardless of whether the membership fee is fully paid.
(d) Members of an employee cooperative shall have all the rights and responsibilities of stockholders of a corporation governed by the Alabama Business Corporation Law, except as otherwise provided in this chapter.
(Act 97-949, p. 524, §6; §10-14-6; amended and renumbered by Act 2009-513, p. 967, §312; 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 11 - Employee Cooperative Corporations.›Section 10A-11-1.07 - Directors and Officers.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.07 - Directors and Officers.
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Section 10A-11-1.07
Directors and officers.
(a) The bylaws of an employee cooperative shall provide for the election, terms, classification, if any, and removal of directors and officers.
(b) Nonmembers may serve as directors or officers of an employee cooperative but at no time shall the number of nonmember directors or officers exceed 25 percent of the total number of directors or officers.
(c) Vacancies in director positions resulting from death, resignation, or removal shall be filled by vote of the member directors or by vote of the members.
(Act 97-949, p. 524, §7; §10-14-7; amended and renumbered by Act 2009-513, p. 967, §312.)
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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 11 - Employee Cooperative Corporations.›Section 10A-11-1.08 - Voting Power; Amendment or Repeal of Bylaws; Protection of Stockholders.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.08 - Voting Power; Amendment or Repeal of Bylaws; Protection of Stockholders.
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Section 10A-11-1.08
Voting power; amendment or repeal of bylaws; protection of stockholders.
(a) No capital stock other than membership shares shall be given voting power in an employee cooperative, except as otherwise provided in this chapter.
(b) Notwithstanding any other provision of law, the power to amend or repeal bylaws of an employee cooperative shall be vested in the members only.
(c) Amendments adversely affecting the rights of members may not be adopted without the vote of the members, except that the protection of this subsection may be extended to stockholders in the case of employee cooperative corporations that have not elected to operate as an internal capital account cooperative.
(Act 97-949, p. 524, §8; §10-14-8; amended and renumbered by Act 2009-513, p. 967, §312.)
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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 11 - Employee Cooperative Corporations.›Section 10A-11-1.09 - Apportionment, etc., of Net Earnings or Losses.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.09 - Apportionment, etc., of Net Earnings or Losses.
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Section 10A-11-1.09
Apportionment, etc., of net earnings or losses.
(a) The net earnings or losses of an employee cooperative shall be apportioned and distributed at such times and in such manner as the governing documents specify. Net earnings declared as patronage allocations with respect to a period of time, and paid or credited to members, shall be apportioned among the members in accordance with the ratio which each member's patronage during the period involved bears to total patronage by all members during that period.
(b) The apportionment, distribution, and payment of net earnings required by subsection (a) may be in cash, credits, written notices of allocation, or capital stock issued by the employee cooperative.
(Act 97-949, p. 524, §9; §10-14-9; amended and renumbered by Act 2009-513, p. 967, §312.)
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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 11 - Employee Cooperative Corporations.›Section 10A-11-1.10 - Internal Capital Accounts.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.10 - Internal Capital Accounts.
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Section 10A-11-1.10
Internal capital accounts.
(a) Any employee cooperative may establish through its governing documents a system of internal capital accounts, to reflect the book value and to determine the redemption price of membership shares, capital stock, and written notices of allocation.
(b) The governing documents of an employee cooperative may permit the periodic redemption of written notices of allocation and capital stock, and shall provide for recall and redemption of the membership share upon termination of membership in the cooperative. No redemption shall be made if the redemption would result in the liability of any director or officer of the employee cooperative.
(c) The governing documents may provide for the employee cooperative to pay or credit interest on the balance in each member's internal capital account.
(d) The governing documents may authorize assignment of a portion of retained net earnings and net losses to a collective reserve account. Earnings assigned to the collective reserve account may be used for any and all corporate purposes as determined by the board of directors.
(Act 97-949, p. 524, §10; §10-14-10; amended and renumbered by Act 2009-513, p. 967, §312.)
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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 11 - Employee Cooperative Corporations.›Section 10A-11-1.11 - Internal Capital Account Cooperatives.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.11 - Internal Capital Account Cooperatives.
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Section 10A-11-1.11
Internal capital account cooperatives.
(a) An internal capital account cooperative is a worker cooperative whose entire net book value is reflected in internal capital accounts, one for each member, and a collective reserve account, and in which no persons other than members own capital stock. In an internal capital account cooperative, each member shall have one and only one vote in any matter requiring voting by stockholders.
(b) An internal capital account cooperative shall credit the paid-in membership fee and additional paid-in capital of a member to the member's internal capital account and shall also record the apportionment of retained net earnings or net losses to the members in accordance with patronage by appropriately crediting or debiting the internal capital accounts of members. The collective reserve account in an internal capital account cooperative shall reflect any paid-in capital, net losses, and retained net earnings not allocated to individual members.
(c) In an internal capital account cooperative, the balance in all the individual internal accounts and collective reserve account, if any, shall be adjusted at the end of each accounting period so that the sum of the balances is equal to the net book value of the employee cooperative.
(Act 97-949, p. 524, §11; §10-14-11; amended and renumbered by Act 2009-513, p. 967, §312.)
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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 11 - Employee Cooperative Corporations.›Section 10A-11-1.12 - Conversion of Membership Shares, etc.; Merger of Employee Cooperatives.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.12 - Conversion of Membership Shares, etc.; Merger of Employee Cooperatives.
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Section 10A-11-1.12
Conversion of membership shares, etc.; merger of employee cooperatives.
(a) When an employee cooperative revokes its election in accordance with Section 10A-11-1.04, the certificate of amendment shall provide for conversion of membership shares and internal capital accounts or their conversion to securities or other property in a manner consistent with the Alabama Business Corporation Law.
(b) An employee cooperative which has not revoked its election under this chapter may not consolidate or merge with another corporation other than an employee cooperative. Two or more employee cooperatives may consolidate or merge in accordance with the Alabama Business Corporation Law.
(Act 97-949, p. 524, §12; §10-14-12; amended and renumbered by Act 2009-513, p. 967, §312; 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 16 - Business Trusts.›Section 10A-16-1.01 - Definition of "Business trust."
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 16 - Business Trusts. › Section 10A-16-1.01 - Definition of "Business trust."
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Section 10A-16-1.01
Definition of "business trust."
A business trust is an express trust created by a written declaration of trust whereby property is conveyed to one or more trustees, who hold and manage the same for the benefit and profit of such persons as may be or become the holders of transferable certificates evidencing the beneficial interest in the trust estate.
(Acts 1961, Ex. Sess., No. 251, p. 2263, §1; §19-3-60; amended and renumbered by Act 2009-513, p. 967, §318.)
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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 16 - Business Trusts.›Section 10A-16-1.02 - Establishment; Lawful Purposes.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 16 - Business Trusts. › Section 10A-16-1.02 - Establishment; Lawful Purposes.
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Section 10A-16-1.02
Establishment; lawful purposes.
A business trust may be established by a declaration of trust, duly executed by one or more trustees, for any lawful purpose including, but not limited to, acquiring, managing, improving, leasing, dealing in, selling, or otherwise alienating, mortgaging, or otherwise incumbering real and personal property of all kinds and descriptions, including dealing in, purchasing, holding, selling, and exchanging stocks, bonds, mortgages, deeds of trust, and other securities of all kinds and descriptions; receiving the income, dividends, rents, profits, and returns therefrom, and investing the same or distributing the same to the beneficial owners of the trust in accordance with the terms of the declaration of trust.
(Acts 1961, Ex. Sess., No. 251, p. 2263, §2; §19-3-61; amended and renumbered by Act 2009-513, p. 967, §318.)
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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 16 - Business Trusts.›Section 10A-16-1.03 - Powers and Liabilities of Trustees; Liability of Trust for Acts of Trustees.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 16 - Business Trusts. › Section 10A-16-1.03 - Powers and Liabilities of Trustees; Liability of Trust for Acts of Trustees.
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Section 10A-16-1.03
Powers and liabilities of trustees; liability of trust for acts of trustees.
The trustees shall hold the legal title to all property at any time belonging to the business trust. They shall have control over the property as well as the control and management of the business and affairs of the business trust. Liability to third persons for any act, omission, or obligation of a trustee of a business trust, when acting in such capacity, shall extend to the whole of the trust estate, or so much thereof as may be necessary to discharge such obligation, but no trustee shall be personally liable for any such act, omission, or obligation. The trustees shall have the powers as to the investment of the trust estate as may be set out in the declaration of trust without regard to the type of investments to which trustees generally are restricted by the provisions of Article 6 of Chapter 3 of Title 19 or otherwise.
(Acts 1961, Ex. Sess., No. 251, p. 2263, §3; §19-3-62; amended and renumbered by Act 2009-513, p. 967, §318.)
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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 16 - Business Trusts.›Section 10A-16-1.04 - Certificate of Ownership; Liability of Beneficial Owners.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 16 - Business Trusts. › Section 10A-16-1.04 - Certificate of Ownership; Liability of Beneficial Owners.
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Section 10A-16-1.04
Certificate of ownership; liability of beneficial owners.
The beneficial ownership in a business trust may be evidenced by certificates issued by the trustees. These beneficial interests, whether certificated or uncertificated, shall be transferable in the same manner as stock of a corporation is transferable. No assessment shall be made against the interest of any beneficial owner, and no beneficial owner shall be personally liable for any debts or liabilities incurred by the trustees or by the business trust.
(Acts 1961, Ex. Sess., No. 251, p. 2263, §4; §19-3-63; amended and renumbered by Act 2009-513, p. 967, §318.)
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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 16 - Business Trusts.›Section 10A-16-1.05 - Contents and Recordation of Declaration of Trust.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 16 - Business Trusts. › Section 10A-16-1.05 - Contents and Recordation of Declaration of Trust.
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Section 10A-16-1.05
Contents and recordation of declaration of trust.
(a) The written declaration of trust may provide for the election of successor trustees in the event of the death, resignation, and removal of a trustee and may provide for the amendment of the declaration of trust. The declaration of trust may also contain other provisions regarding the operation and administration of the business trust as may be necessary or desirable.
(b) The declaration of trust shall be delivered to the Secretary of State for filing, accompanied by the filing fee in the amount prescribed by Chapter 1 for a certificate of formation.
(Acts 1961, Ex. Sess., No. 251, p. 2263, §5; §19-3-64; amended and renumbered by Act 2009-513, p. 967, §318; 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 16 - Business Trusts.›Section 10A-16-1.06 - Duration of Business Trust; Rules Against Perpetuities and Restraint of Aliena...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 16 - Business Trusts. › Section 10A-16-1.06 - Duration of Business Trust; Rules Against Perpetuities and Restraint of Alienation Not Violated.
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Section 10A-16-1.06
Duration of business trust; rules against perpetuities and restraint of alienation not violated.
A business trust shall not be deemed invalid as violating the rule against perpetuities or the law against suspension of the powers of alienation. Such trust may continue for the time as may be necessary to accomplish the purposes for which it may be created, provided the declaration of trust contains a provision that the trust may be terminated at any time by action of the trustees or by the vote of a specified percentage in interest of the beneficial owners thereof as set forth in the declaration of trust.
(Acts 1961, Ex. Sess., No. 251, p. 2263, §6; §19-3-65; amended and renumbered by Act 2009-513, p. 967, §318.)
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https://law.justia.com/codes/alabama/title-10a/chapter-16/section-10a-16-1-07/
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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 16 - Business Trusts.›Section 10A-16-1.07 - Suits Against Trust; Property Subject to Attachment and Execution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 16 - Business Trusts. › Section 10A-16-1.07 - Suits Against Trust; Property Subject to Attachment and Execution.
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Section 10A-16-1.07
Suits against trust; property subject to attachment and execution.
A business trust may be sued for debts and other obligations incurred by the trustees in the performance of their duties under the declaration of trust and for any damages resulting from the negligence of the trustees, and its property shall be subject to attachment and execution in like manner as if it were a corporation.
(Acts 1961, Ex. Sess., No. 251, p. 2263, §7; §19-3-66; amended and renumbered by Act 2009-513, p. 967, §318.)
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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 17 - Unincorporated Nonprofit Associations.›Section 10A-17-1.01 - Short Title.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 17 - Unincorporated Nonprofit Associations. › Section 10A-17-1.01 - Short Title.
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Section 10A-17-1.01
Short title.
This chapter together with applicable provisions of Chapter 1 may be cited as the Alabama Unincorporated Nonprofit Association Law.
(Acts 1995, No. 95-527, p. 1064, §1; §10-3B-1; amended and renumbered by Act 2009-513, p. 967, §320.)
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https://law.justia.com/codes/alabama/title-10a/chapter-17/section-10a-17-1-02/
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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 17 - Unincorporated Nonprofit Associations.›Section 10A-17-1.02 - Definitions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 17 - Unincorporated Nonprofit Associations. › Section 10A-17-1.02 - Definitions.
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Section 10A-17-1.02
Definitions.
In this chapter:
(1) "Member" means a person who, under the rules or practices of a nonprofit association, may participate in the selection of persons authorized to manage the affairs of the nonprofit association or in the development of policy of the nonprofit association.
(2) "Nonprofit association" means an unincorporated organization consisting of two or more members joined by mutual consent as an association for a stated common, nonprofit purpose, but does not include a limited liability company, general partnership, or limited partnership. In addition, joint tenancy, tenancy in common, or tenancy by the entireties does not by itself establish a nonprofit association, even if the co-owners share use of the property for a nonprofit purpose.
(3) "Nonprofit purpose" shall be any purpose for which a nonprofit corporation could be organized under the Alabama Nonprofit Corporation Act, as amended, and where no part of income or profit is distributable to its members, directors and officers.
(Acts 1995, No. 95-527, p. 1064, §2; §10-3B-2; amended and renumbered by Act 2009-513, p. 967, §320; Act 2018-125, §6.)
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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 17 - Unincorporated Nonprofit Associations.›Section 10A-17-1.03 - Supplementary General Principles of Law and Equity.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 17 - Unincorporated Nonprofit Associations. › Section 10A-17-1.03 - Supplementary General Principles of Law and Equity.
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Section 10A-17-1.03
Supplementary general principles of law and equity.
Principles of law and equity supplement this chapter unless specifically displaced by a particular provision of it.
(Acts 1995, No. 95-527, p. 1064, §3; §10-3B-3; amended and renumbered by Act 2009-513, p. 967, §320.)
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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 17 - Unincorporated Nonprofit Associations.›Section 10A-17-1.04 - Governance.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 17 - Unincorporated Nonprofit Associations. › Section 10A-17-1.04 - Governance.
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Section 10A-17-1.04
Governance.
(a) A nonprofit association may adopt written rules for its regulation, management, governance and dissolution.
(b) As to matters not addressed by written rules, the following rules shall apply:
(1) A member of a nonprofit association shall be entitled to participate in the governance of the association. A majority of the votes cast on a matter by members present and voting at a properly called meeting shall govern as to that matter.
(2) As to any matter not determined by vote, the association may take action in accordance with its settled practices.
(c) A member acting on behalf of the association shall discharge his or her duties in a manner the member reasonably believes to be in the best interest of the association.
(Acts 1995, No. 95-527, p. 1064, §4; §10-3B-4; amended and renumbered by Act 2009-513, p. 967, §320.)
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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 17 - Unincorporated Nonprofit Associations.›Section 10A-17-1.05 - Real and Personal Property; Nonprofit Association as Legatee, Devisee, or Bene...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 17 - Unincorporated Nonprofit Associations. › Section 10A-17-1.05 - Real and Personal Property; Nonprofit Association as Legatee, Devisee, or Beneficiary.
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Section 10A-17-1.05
Real and personal property; nonprofit association as legatee, devisee, or beneficiary.
(a) Unless prohibited or otherwise limited by its written rules or governing documents, a nonprofit association in its name may acquire, hold, encumber, or transfer an estate or interest in real or personal property.
(b) Unless prohibited or otherwise limited by its written rules or governing documents, a nonprofit association may be a legatee, devisee, or beneficiary of a trust or contract.
(c) Real and personal property in Alabama may be acquired, held, encumbered, and transferred by a nonprofit association, whether the nonprofit association or a member has any other relationship to Alabama.
(Acts 1995, No. 95-527, p. 1064, §5; §10-3B-5; amended and renumbered by Act 2009-513, p. 967, §320.)
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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 17 - Unincorporated Nonprofit Associations.›Section 10A-17-1.06 - Statement of Authority as to Real Property.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 17 - Unincorporated Nonprofit Associations. › Section 10A-17-1.06 - Statement of Authority as to Real Property.
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Section 10A-17-1.06
Statement of authority as to real property.
(a) A nonprofit association shall execute and record a statement of authority to transfer an estate or interest in real property in the name of the nonprofit association.
(b) An estate or interest in real property in the name of a nonprofit association may be transferred by a person so authorized in a statement of authority recorded in the office of the judge of probate of the county in which the real property is located.
(c) A statement of authority shall set forth:
(1) The name of the nonprofit association;
(2) The address in Alabama, including the street address, if any, of the nonprofit association, or, if the nonprofit association does not have an address in Alabama, its address out of state;
(3) The name or title of a person authorized to transfer an estate or interest in real property held in the name of the nonprofit association; and
(4) The action, procedure, or vote of the nonprofit association which authorizes the person to transfer the real property of the nonprofit association and which authorizes the person to execute the statement of authority.
(d) A statement of authority shall be executed and recorded in the same manner as a deed by a person who is not the person authorized to transfer the estate or interest.
(e) The judge of probate shall collect a fee for recording a statement of authority in accordance with Article 4 of Chapter 1.
(f) An amendment, including a cancellation, of a statement of authority shall meet the requirements for execution and recording, and be accompanied by payment of the same recording fee payable to and for the judge of probate, of an original statement. Unless cancelled earlier, a recorded statement of authority as amended is cancelled by operation of law five years after the date of the most recent amended statement of authority.
(g) If the record title to real property is in the name of a nonprofit association and the statement of authority is recorded in the office of the judge of probate of the county in which the real property is located, the authority of the person named in a statement of authority is conclusive in favor of a person who gives value without notice that the person lacks authority.
(Acts 1995, No. 95-527, p. 1064, §6; §10-3B-6; amended and renumbered by Act 2009-513, p. 967, §320; 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 17 - Unincorporated Nonprofit Associations.›Section 10A-17-1.07 - Liability in Tort and Contract.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 17 - Unincorporated Nonprofit Associations. › Section 10A-17-1.07 - Liability in Tort and Contract.
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Section 10A-17-1.07
Liability in tort and contract.
(a) A nonprofit association is a legal entity separate from its members for the purposes of determining and enforcing rights, duties, and liabilities in contract and tort.
(b) A person is not liable for a breach of a nonprofit association's contract merely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association, or is a person considered to be a member by the nonprofit association.
(c) A person is not liable for a tortious act or omission for which a nonprofit association is liable merely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association, or is a person considered to be a member by the nonprofit association.
(d) A tortious act or omission of a member or other person for which a nonprofit association is liable is not imputed to a person merely because the person is a member of the nonprofit association, is authorized to participate in the management of the affairs of the nonprofit association, or is a person considered to be a member by the nonprofit association.
(e) A member of, or a person considered to be a member by, a nonprofit association may assert a claim against the nonprofit association. A nonprofit association may assert a claim against a member or a person considered to be a member by the nonprofit association.
(Acts 1995, No. 95-527, p. 1064, §7; §10-3B-7; amended and renumbered by Act 2009-513, p. 967, §320.)
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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 17 - Unincorporated Nonprofit Associations.›Section 10A-17-1.08 - Capacity to Assert and Defend; Standing.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 17 - Unincorporated Nonprofit Associations. › Section 10A-17-1.08 - Capacity to Assert and Defend; Standing.
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Section 10A-17-1.08
Capacity to assert and defend; standing.
(a) A nonprofit association, in its name, may institute, defend, intervene, or participate in a judicial, administrative, or other governmental proceeding or in an arbitration, mediation, or any other form of alternative dispute resolution.
(b) A nonprofit association may assert a claim in its name on behalf of its members if one or more members of the nonprofit association have standing to assert a claim in their own right, the interests the nonprofit association seeks to protect are germane to its purposes, and neither the claim asserted nor the relief requested requires the participation of a member.
(Acts 1995, No. 95-527, p. 1064, §8; §10-3B-8; amended and renumbered by Act 2009-513, p. 967, §320.)
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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 17 - Unincorporated Nonprofit Associations.›Section 10A-17-1.09 - Effect of Judgment or Order.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 17 - Unincorporated Nonprofit Associations. › Section 10A-17-1.09 - Effect of Judgment or Order.
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Section 10A-17-1.09
Effect of judgment or order.
A judgment or order against a nonprofit association is not by itself a judgment or order against a member.
(Acts 1995, No. 95-527, p. 1064, §9; §10-3B-9; amended and renumbered by Act 2009-513, p. 967, §320.)
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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 17 - Unincorporated Nonprofit Associations.›Section 10A-17-1.10 - Disposition of Personal Property of Inactive or Dissolved Nonprofit Associatio...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 17 - Unincorporated Nonprofit Associations. › Section 10A-17-1.10 - Disposition of Personal Property of Inactive or Dissolved Nonprofit Association.
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Section 10A-17-1.10
Disposition of personal property of inactive or dissolved nonprofit association.
If a nonprofit association has been inactive for five years or longer, or has been dissolved, a person in possession or control of personal property of the nonprofit association may transfer the property:
(1) If a document of a nonprofit association specifies a person to whom transfer is to be made under these circumstances, to that person; or
(2) If no person is so specified, to a nonprofit association or nonprofit corporation pursuing broadly similar purposes, or to a government or governmental subdivision, agency, or instrumentality.
(Acts 1995, No. 95-527, p. 1064, §10; §10-3B-10; amended and renumbered by Act 2009-513, p. 967, §320.)
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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 17 - Unincorporated Nonprofit Associations.›Section 10A-17-1.11 - Appointment of Agent to Receive Service of Process.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 17 - Unincorporated Nonprofit Associations. › Section 10A-17-1.11 - Appointment of Agent to Receive Service of Process.
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Section 10A-17-1.11
Appointment of agent to receive service of process.
(a) A nonprofit association may deliver to the Secretary of State for filing a statement appointing an agent authorized to receive service of process.
(b) A statement appointing an agent shall set forth:
(1) The name of the nonprofit association;
(2) The address in Alabama, including the street address, if any, of the nonprofit association, or, if the nonprofit association does not have an address in Alabama, its address out of state; and
(3) The name of the person in Alabama authorized to receive service of process and the person's address, including the street address, in Alabama.
(c) A statement appointing an agent shall be signed and acknowledged by a person authorized to manage the affairs of the nonprofit association. The statement shall also be signed and acknowledged by the person appointed agent, who thereby accepts appointment.
(d) The appointed agent may resign by delivering to the Secretary of State for filing a resignation, and by giving notice to the nonprofit association. The appointment of the agent shall terminate upon the expiration of 30 days after the Secretary of State has filed the resignation.
(e) The Secretary of State may collect a fee for filing a statement appointing an agent to receive service of process, an amendment, or a resignation in the amount charged for filing similar documents for nonprofit corporations.
(f) An amendment to a statement appointing an agent to receive service of process shall meet the requirements for execution of an original statement.
(Acts 1995, No. 95-527, p. 1064, §11; §10-3B-11; amended and renumbered by Act 2009-513, p. 967, §320; 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 17 - Unincorporated Nonprofit Associations.›Section 10A-17-1.12 - Claim Not Abated by Change of Members or Offices.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 17 - Unincorporated Nonprofit Associations. › Section 10A-17-1.12 - Claim Not Abated by Change of Members or Offices.
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Section 10A-17-1.12
Claim not abated by change of members or offices.
A claim for relief against a nonprofit association does not abate merely because of a change in its members or persons authorized to manage the affairs of the nonprofit association.
(Acts 1995, No. 95-527, p. 1064, §12; §10-3B-12; amended and renumbered by Act 2009-513, p. 967, §320.)
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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 17 - Unincorporated Nonprofit Associations.›Section 10A-17-1.13 - Venue.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 17 - Unincorporated Nonprofit Associations. › Section 10A-17-1.13 - Venue.
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Section 10A-17-1.13
Venue.
Venue shall be as is provided in Section 6-3-6, as may be amended from time to time.
(Acts 1995, No. 95-527, p. 1064, §13; §10-3B-13; amended and renumbered by Act 2009-513, p. 967, §320.)
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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 17 - Unincorporated Nonprofit Associations.›Section 10A-17-1.14 - Summons and Complaint; Service on Whom.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 17 - Unincorporated Nonprofit Associations. › Section 10A-17-1.14 - Summons and Complaint; Service on Whom.
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Section 10A-17-1.14
Summons and complaint; service on whom.
In an action or proceeding against a nonprofit association, a summons and complaint shall be served on an agent authorized by appointment in Section 10A-17-1.11 herein to receive service of process, or on an officer, managing or general agent, or person authorized to participate in the management of its affairs, or in any manner otherwise provided in the Alabama Rules of Civil Procedure. If after reasonable efforts to accomplish service through these methods, service cannot be accomplished, then service may be made on a member of the association.
(Acts 1995, No. 95-527, p. 1064, §14; §10-3B-14; amended and renumbered by Act 2009-513, p. 967, §320.)
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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 17 - Unincorporated Nonprofit Associations.›Section 10A-17-1.15 - Transition Concerning Real and Personal Property.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 17 - Unincorporated Nonprofit Associations. › Section 10A-17-1.15 - Transition Concerning Real and Personal Property.
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Section 10A-17-1.15
Transition concerning real and personal property.
(a) If, before January 1, 1996, an estate or interest in real or personal property was purportedly transferred to a nonprofit association, on January 1, 1996 the estate or interest vests in the nonprofit association unless the parties have treated the transfer as ineffective.
(b) If, before January 1, 1996, the transfer vested the estate or interest in another person to hold the estate or interest as a fiduciary for the benefit of the nonprofit association, its members, or both, on or after January 1, 1996, unless otherwise prohibited by terms of a written trust, the fiduciary may transfer the estate or interest to the nonprofit association in its name, or the nonprofit association, by appropriate proceedings, may require that the estate or interest be transferred to it in its name.
(Acts 1995, No. 95-527, p. 1064, §15; §10-3B-15; amended and renumbered by Act 2009-513, p. 967, §320.)
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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 17 - Unincorporated Nonprofit Associations.›Section 10A-17-1.16 - Other Acts Not Repealed.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 17 - Unincorporated Nonprofit Associations. › Section 10A-17-1.16 - Other Acts Not Repealed.
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Section 10A-17-1.16
Other acts not repealed.
The following sections and parts of sections of the Code of Alabama 1975, as amended, are not repealed by this chapter:
(1) Sections 2-10-1 through 2-10-108, regarding cooperatives and associations.
(2) Section 6-3-4, regarding venue of actions against unincorporated groups issuing insurance policies.
(3) Section 6-3-6, regarding venue of actions against unincorporated organizations or associations.
(4) Section 6-5-336, regarding immunity of volunteers of nonprofit organizations if actions are in good faith and in the scope of official functions and duties, and do not represent willful or wanton misconduct.
(5) Section 6-6-220, defining "Person" as including any person, partnership, joint stock company, unincorporated association, or society, or municipal or other corporation.
(6) Section 6-7-80, regarding right to commence actions in name of unincorporated organization or association.
(7) Section 6-7-81, regarding commencement of actions against unincorporated organization or association; satisfaction of judgment against unincorporated organization or association.
(8) Sections 10A-20-1.01 through 10A-20-1.09, regarding Bishops of Diocese, incorporation.
(9) Sections 10A-20-2.01 through 10A-20-2.09, regarding churches, public societies, and graveyard owners, incorporation.
(10) Sections 10A-20-3.01 through 10A-20-3.04, regarding Conference of Ministers, incorporation.
(11) Sections 10A-20-4.01 through 10A-20-4.04, regarding state conventions or associations of churches, incorporation.
(12) Sections 10A-20-5.01 through 10A-20-5.03, regarding educational institutions, incorporation.
(13) Sections 10A-20-6.01 through 10A-20-6.16, regarding health care service plans.
(14) Sections 10A-20-7.01 through 10A-20-7.23, regarding industrial development corporations.
(15) Sections 10A-20-8.01 through 10A-20-8.10, regarding local fraternal orders.
(16) Sections 10A-20-9.01 through 10A-20-9.05, regarding single tax and other mutual economic associations.
(17) Section 10A-20-10.01, regarding private foundations.
(18) Section 10A-20-13.01, regarding retail merchants' associations, incorporation.
(19) Section 10A-20-14.01, regarding wholesale merchants' associations, incorporation.
(20) Sections 10A-20-15.01 through 10A-20-15.04, regarding water power companies.
(21) Sections 10A-20-16.01 through 10A-20-16.05, regarding officers of nonprofit corporations, associations, or organizations liable only for willful or wanton misconduct or fraud, or gross negligence.
(Acts 1995, No. 95-527, p. 1064, §16; §10-3B-16; amended and renumbered by Act 2009-513, p. 967, §320.)
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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 17 - Unincorporated Nonprofit Associations.›Section 10A-17-1.17 - Savings Clause.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 17 - Unincorporated Nonprofit Associations. › Section 10A-17-1.17 - Savings Clause.
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Section 10A-17-1.17
Savings clause.
This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect.
(Acts 1995, No. 95-527, p. 1064, §17; §10-3B-17; amended and renumbered by Act 2009-513, p. 967, §320.)
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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 17 - Unincorporated Nonprofit Associations.›Section 10A-17-1.18 - Uniformity of Application and Construction.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 17 - Unincorporated Nonprofit Associations. › Section 10A-17-1.18 - Uniformity of Application and Construction.
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Section 10A-17-1.18
Uniformity of application and construction.
This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
(Acts 1995, No. 95-527, p. 1064, §18; §10-3B-18; amended and renumbered by Act 2009-513, p. 967, §320.)
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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 20 - Special Purpose Entities.›Article 1 - Bishop of Diocese.›Section 10A-20-1.01 - Authority to Incorporate.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 1 - Bishop of Diocese. › Section 10A-20-1.01 - Authority to Incorporate.
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Section 10A-20-1.01
Authority to incorporate.
Any bishop of a diocese consisting wholly or in part of territory in Alabama may become a corporation sole with the power and authority defined in this article by proceeding according to the provisions of this article.
(Acts 1911, No. 429, p. 452; Code 1923, §7112; Code 1940, T. 10, §115; §10-4-1; amended and renumbered by Act 2009-513, p. 967, §324.)
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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 20 - Special Purpose Entities.›Article 1 - Bishop of Diocese.›Section 10A-20-1.02 - Proceedings to Incorporate.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 1 - Bishop of Diocese. › Section 10A-20-1.02 - Proceedings to Incorporate.
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Section 10A-20-1.02
Proceedings to incorporate.
To become a corporation sole, the bishop shall present to the Secretary of State of Alabama an application signed by the bishop which shall set forth:
(1) The name, official designation, and place of residence of the applicant, the name of the church of which the individual is a bishop, a copy in English of the commission, instrument, or document, if any, evidencing the right to the office, the date and place of the consecration and induction into office and that the bishop desires to become a corporation sole under this article;
(2) The name and territorial limits of the diocese, the date of its creation, a brief designation of the authority by which the diocese was created, that by which it may be modified and that by which its bishopric is filled, the terms of its bishop's office and the instrument or document, if any, by which the bishop's right to the office is evidenced, and the place where, and the official by whom, the original records thereof are kept;
(3) The name proposed for the corporation;
(4) The location of the principal office of the proposed corporation; and
(5) Any other matter relating to the incorporation which the applicant may choose to insert, not inconsistent with the Constitution and laws of Alabama.
The application shall be subscribed and sworn to by the bishop before an officer authorized by the laws of Alabama to take and certify oaths, who shall certify upon the application that he or she personally knows the applicant and believes the applicant to be the bishop as asserted in the application and that the applicant subscribed and swore thereto in the officer's presence. The Secretary of State shall examine the application, and if he or she finds that the name proposed for the corporation is not identical with that of a person or of any other corporation in this state, or so nearly similar thereto as to lead to confusion and uncertainty, the Secretary of State shall receive and file it and shall record it in an appropriate book of record in his or her office.
(Acts 1911, No. 429, p. 452; Code 1923, §7113; Code 1940, T. 10, §116; §10-4-2; amended and renumbered by Act 2009-513, p. 967, §324.)
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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 20 - Special Purpose Entities.›Article 1 - Bishop of Diocese.›Section 10A-20-1.03 - Certificate of Incorporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 1 - Bishop of Diocese. › Section 10A-20-1.03 - Certificate of Incorporation.
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Section 10A-20-1.03
Certificate of incorporation.
When the application has been made, filed, and recorded as provided in Section 10A-20-1.02, the applicant shall constitute a corporation sole under the name proposed in the application; and the Secretary of State shall make and issue to the applicant a certificate of incorporation pursuant to this article, under the seal of the state, and shall record the same with the application.
(Acts 1911, No. 429, p. 452; Code 1923, §7114; Code 1940, T. 10, §117; §10-4-3; amended and renumbered by Act 2009-513, p. 967, §324.)
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