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10A-5A-1.02
Section 10A-5A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter,
unless the context otherwise requires, the following terms mean: (a) "Certificate of
formation," with respect to a limited liability company, means the certificate provided
for by Section 10A-5A-2.01, and the certificate as amended or restated. (b) "Constituent
limited liability company" means a constituent organization that is a limited liability
company. (c) "Constituent organization" means an organization that is party to a
merger under Article 10. (d) "Converted organization" means the organization into
which a converting organization converts pursuant to Article 10. (e) "Converting limited
liability company" means a converting organization that is a limited liability company.
(f) "Converting organization" means an organization that converts into another organization
pursuant to Article 10. (g) "Disqualified person" means any person who is not a
qualified person. (h) "Distribution" except...
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10A-1-3.17
Section 10A-1-3.17 Restated certificate of formation. (a) A restated certificate of formation
must accurately state the text of the previous certificate of formation, regardless of whether
the certificate of formation is an original, corrected, or restated certificate, and include:
(1) each previous amendment to the certificate being restated that is carried forward; and
(2) each new amendment to the certificate being restated. (b) A restated certificate of formation
may omit: (1) the name and address of each organizer other than the name and address of each
general partner of a limited partnership; and (2) any other information that may be omitted
under the provisions of this title applicable to the filing entity. (c) A restated certificate
of formation that does not make new amendments requiring owner approval to the certificate
of formation being restated must be accompanied by: (1) a statement that (i) the restated
certificate of formation accurately states the text of the...
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10A-1-4.31
Section 10A-1-4.31 Filing fees; all entities. (a) The Secretary of State shall collect the
following fees when a filing instrument described in this title is delivered to the Secretary
of State for filing: (1) Certificate of formation for all entities: Two hundred dollars ($200);
(2) Amendment to a certificate of formation and a restated certificate of formation: One hundred
dollars ($100); (3) Name reservations and notice of transfer of name reservation: Twenty-five
dollars ($25); (4) Certificates, articles, or statements of dissolution or cancellation: One
hundred dollars ($100); (5) Foreign entity registration including a statement of foreign limited
liability partnership: One hundred fifty dollars ($150); (6) Certificate of existence: Twenty-five
dollars ($25); (7) Certificates, articles, or statements of merger, conversion, and share
exchange: One hundred dollars ($100); and (8) Any other filing instrument required or permitted
to be delivered to the Secretary of State for filing...
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10A-1-5.08
Section 10A-1-5.08 Name of professional corporation. The name of a domestic professional corporation
or of a foreign professional corporation registered to transact business in this state must
contain the words "professional corporation" or the abbreviation "P.C."
or "PC" and shall otherwise conform to any rule promulgated by a licensing authority
having jurisdiction of a professional service described in the certificate of formation of
the professional corporation. (Acts 1983, No. 83-514, p. 763, §8; Acts 1988, 1st Ex. Sess.,
No. 88-905, p. 474, §1; §10-4-387; amended and renumbered by Act 2009-513, p. 967, §36;
Act 2018-125, §1; Act 2019-94, §2.)...
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10A-5-1.02
Section 10A-5-1.02 Definitions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. As used in this chapter, unless the context otherwise requires, the following
terms mean: (1) ARTICLES OF ORGANIZATION. The filing instrument provided for by Section 10A-5-2.01,
or, if it has been amended or restated, as most recently amended or restated. In the case
of a foreign limited liability company, the term includes all documents serving a similar
function that are required to be filed to form the limited liability company in the state
or other jurisdiction where it is organized. The term articles of organization as used in
this chapter is synonymous with the term certificate of formation as defined in Section 10A-1-1.03(6).
In this chapter, the use of the term certificate of formation shall be deemed to include articles
of organization, and vice-versa. Together with the operating agreement, the articles of organization
or certificate of formation of a limited...
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10A-5-7.06
Section 10A-5-7.06 Articles of dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) After the dissolution of the limited liability company pursuant
to Section 10A-5-7.01, the limited liability company shall file articles of dissolution in
the office of the judge of probate of the county in which the certificate of formation was
filed. The articles of dissolution shall set forth: (1) The name of the limited liability
company. (2) The date of filing its certificate of formation. (3) The reason for filing the
articles of dissolution. (4) The effective date of the articles of dissolution, which shall
be a date certain, if they are not to be effective immediately. (5) Any other information
the members or managers filing the articles deem appropriate. (b) The articles of dissolution
and two copies shall be delivered to the judge of probate. If the judge of probate finds that
the articles of dissolution conform to law and that all fees prescribed in...
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10A-20-12.01
Section 10A-20-12.01 Alteration or amendment of charter by corporations not of business character;
filing and contents of declarations; issuance of certificate; provisions cumulative. (a) Unless
otherwise provided, any corporation, not of a business character, may alter or amend its charter
whenever not less than three-fourths in number of its members, in case of corporations having
no central or general governing body, or where the corporations have a central or general
governing body, then whenever not less than three-fourths of the first four principal officers
of the central or general governing body, shall deliver to the Secretary of State for filing,
together with a filing fee in the amount prescribed in Chapter 1 for an amendment to a certificate
of formation, a declaration in writing signed by them setting forth: (1) When the corporation
was organized, its name and what changes, if any, it is desired to make in the name; (2) The
purposes of the corporation as the same are set...
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10A-2A-11.01
Section 10A-2A-11.01 Definitions. Notwithstanding Section 10A-1-1.03, as used in this article,
unless the context otherwise requires, the following terms mean: (1) "Acquired entity"
means the corporation or foreign corporation that will have all of one or more classes or
series of its stock acquired in a stock exchange. (2) "Acquiring entity" means the
corporation or foreign corporation that will acquire all of one or more classes or series
of stock of the acquired entity in a stock exchange. (3) "Constituent corporation"
means a constituent organization that is a corporation. (4) "Constituent organization"
means an organization that is party to a merger under this article. (5) "Governing statute"
of an organization means the statute that governs the organization's internal affairs. (6)
"Organization" means a general partnership, including a limited liability partnership;
limited partnership, including a limited liability limited partnership; limited liability
company; business trust;...
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10A-2A-9.13
Section 10A-2A-9.13 Statement of conversion; effectiveness. (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-1-4.01 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; (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 the certificate
of formation and amendments are filed; (C) a statement that the converting organization has
been converted into the converted organization; (D) the name...
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10A-4-5.02
Section 10A-4-5.02 Admission of foreign professional corporations. (a) A foreign professional
corporation shall be entitled to register under Article 7 of Chapter 1 for authority to render
professional services in Alabama only if: (1) A professional corporation incorporated under
this chapter would be allowed to register or procure a certificate of authority or equivalent
authorization to render professional services in the state under whose laws the foreign professional
corporation is organized; (2) The foreign professional corporation meets the requirements
of Section 10A-4-2.01; (3) The foreign professional corporation designates the Alabama licensed
individual or individuals through whom it will render professional services in Alabama and
the individual or individuals are not, at time of the designation, so designated by any other
foreign professional corporation; (4) The name of the foreign professional corporation meets
the requirements of Section 10A-1-5.08, provided that the...
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