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10A-1-3.13
Section 10A-1-3.13 Certificate of amendment. A certificate of amendment for a filing entity
must state: (1) the name of the filing entity; (2) the type of the filing entity; (3) the
date of filing of the certificate of formation, and of all prior amendments and the filing
office or offices where filed; (4) for each provision of the certificate of formation that
is added, altered, or deleted, an identification by reference or description of the added,
altered, or deleted provision and, if the provision is added or altered, a statement of the
text of the amended or added provision; (5) that the amendment or amendments have been approved
in the manner required by this title and the governing documents of the entity; and (6) all
other information required by the provisions of this title applicable to the filing entity
to be in the certificate of amendment. (Act 2009-513, p. 967, ยง16.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-3.13.htm - 1K - Match Info - Similar pages
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-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.02.htm - 17K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-4.31.htm - 4K - Match Info - Similar pages
10A-20-6.06
Section 10A-20-6.06 Altering, amending, or changing certificate of formation. The corporation
may change its corporate name, the location of its principal office, or make other alteration,
amendment, or change in its certificate of formation, as may be desired in the following manner:
(1) Its board of directors by a majority vote thereof, either in person or by proxy, at any
regular meeting of the board, or at any special meeting called for the purpose, shall adopt
a resolution or resolutions setting forth the respect or respects in which the certificate
of formation of the corporation shall be altered, amended, or changed; (2) The report thereof,
certified by the president or the secretary of the corporation under corporate seal, if any,
shall be delivered to the Secretary of State for filing; and (3) Upon the filing of same,
its certificate of formation shall be deemed to be altered, amended, or changed; provided,
that the certificate of alteration, amendment, or change shall contain...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-6.06.htm - 1K - Match Info - Similar pages
10A-1-3.12
Section 10A-1-3.12 Procedures to amend certificate of formation. (a) The procedure to adopt
an amendment to the certificate of formation is as provided by the chapter of this title which
applies to the entity, provided that unless the governing documents of the entity or the chapter
of this title which applies to the entity provide otherwise, the governing authorities of
the entity shall have the power, without owner or member action, to adopt one or more amendments
to the entity's certificate of formation: (1) to delete the name and address of organizers
or persons listed in the original certificate of formation as initial governing persons, other
than the name and address of each general partner of a limited partnership; (2) to delete
the name and address of the initial registered agent or registered office, if a statement
of change is on file with the Secretary of State; (3) to change the entity name by adding,
deleting, or changing a geographical attribution in the name, or by...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-3.12.htm - 2K - Match Info - Similar pages
11-50-392
Section 11-50-392 Contents, acknowledgment, filing, and recordation of certificate of incorporation;
procedure for amendment thereof; dissolution of district and disposition of systems, etc.,
upon payment of indebtedness of district in full. (a) The certificate of incorporation of
any gas district incorporated under this article shall state: (1) The name of the corporation,
which shall be a name indicating in a general way the area or municipalities proposed to be
served by the district (e.g., "The South Alabama Gas District" or "The _____
County Gas District" or "The _____, _____, and _____ (naming the municipalities
which are members thereof) Gas District"); (2) The names of all the municipalities which
are to be members of the district; (3) The location of the principal office of the district
and its post office address; (4) The period for the duration of the corporation (if the duration
is to be perpetual, this fact should be stated); and (5) The objects for which the district
is...
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37-7-21
Section 37-7-21 Amendment of certificate of incorporation. A corporation created under this
chapter may amend its certificate of incorporation to change its corporate name, to increase
or reduce the number of its directors or to change any other provision therein, provided,
however, that no corporation shall amend its certificate of incorporation to embody therein
any purpose, power or provision which would not be authorized if its original certificate,
including such additional or changed purpose, power or provision, were offered for filing
at the time a certificate under this section is offered. Such amendment may be accomplished
by filing a certificate which shall be entitled and endorsed "CERTIFICATE OF AMENDMENT
OF _____ ELECTRIC MEMBERSHIP CORPORATION" and state: The name of the corporation, and
if it has been changed, the name under which it was originally incorporated; the date of filing
the certificate of incorporation in each public office where filed; the purposes, powers or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-7-21.htm - 2K - Match Info - Similar pages
10A-1-5.32
Section 10A-1-5.32 Change by entity of registered office or registered agent. (a) An entity
required to maintain a registered office and registered agent under Section 10A-1-5.31 may
change its registered office, its registered agent, or both, by delivering to the Secretary
of State for filing a statement of the change in accordance with the procedures in Article
4. (b) The statement must contain: (1) the name of the entity; (2) the name of the entity's
registered agent; (3) the street address of the entity's registered agent; (4) if the change
relates to the registered agent, the name of the entity's new registered agent and the new
registered agent's written consent to the appointment, either on the statement or attached
to it; (5) if the change relates to the registered office, the street address of the entity's
new registered office; (6) a recitation that the change specified in the statement is authorized
by the entity; and (7) a recitation that the street address of the...
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