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10A-1-3.15
Section 10A-1-3.15 Right to restate certificate of formation. (a) A filing entity may restate
its certificate of formation. (b) An amendment effected by a restated certificate of formation
must comply with Section 10A-1-3.11(b). (Act 2009-513, p. 967, §16.)...
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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...
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10A-5A-2.02
Section 10A-5A-2.02 Amendment or restatement of certificate of formation. Notwithstanding Division
B of Article 3 of Chapter 1: (a) A certificate of formation may be amended at any time. (b)
A certificate of formation may be restated with or without amendment at any time. (c) To amend
its certificate of formation, a limited liability company must deliver a certificate of amendment
for filing to the Secretary of State which certificate of amendment shall state: (1) the name
of the limited liability company; (2) the unique identifying number or other designation as
assigned by the Secretary of State; and (3) the changes the amendment makes to the certificate
of formation as most recently amended or restated. (d) To restate its certificate of formation,
a limited liability company must deliver a restated certificate of formation for filing to
the Secretary of State. A restated certificate of formation must: (1) be designated as such
in the heading; (2) state the limited liability...
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10A-9A-2.02
Section 10A-9A-2.02 Amendment or restatement of certificate of formation. Notwithstanding Division
B of Article 3 of Chapter 1: (a) A certificate of formation may be amended at any time. (b)
A certificate of formation may be restated with or without amendment at any time. (c) To amend
its certificate of formation, a limited partnership must deliver a certificate of amendment
for filing to the Secretary of State which certificate of amendment shall state: (1) the name
of the limited partnership; (2) the unique identifying number or other designation as assigned
by the Secretary of State; and (3) the changes the amendment makes to the certificate of formation
as most recently amended or restated. (d) Prior to a statement of dissolution being delivered
to the Secretary of State for filing, a limited partnership shall promptly deliver a certificate
of amendment for filing with the Secretary of State to reflect: (1) the admission of a new
general partner; or (2) the dissociation of a person...
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10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03, as used in this
chapter, unless otherwise specified or unless the context otherwise requires, the following
terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all classes and
series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL STOCKHOLDER
means a person who owns the beneficial interest in stock, which is either a record stockholder
or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any other
documents permitted or required to be delivered for filing by a corporation with the Secretary
of State under this chapter or Chapter 1 that modify, amend, supplement, restate, or replace
the certificate of incorporation. After an amendment of the certificate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.40.htm - 13K - Match Info - Similar pages
10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
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10A-1-3.11
Section 10A-1-3.11 Right to amend certificate of formation. (a) A filing entity may amend its
certificate of formation. (b) An amended certificate of formation may contain only provisions
that: (1) would be permitted at the time of the amendment if the amended certificate of formation
were a newly filed original certificate of formation; or (2) effect a change, exchange, reclassification,
or cancellation in the membership or ownership interests or the rights of owners or members
of the filing entity. (Acts 1984, No. 84-290, p. 502, §36; §10-3A-80; amended and renumbered
by Act 2009-513, p. 967, §15.)...
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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, §16.)...
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10A-1-3.14
Section 10A-1-3.14 Effect of filing certificate of amendment. (a) An amendment to a certificate
of formation takes effect when the filing of the certificate of amendment takes effect as
provided by Article 4. (b) An amendment to a certificate of formation does not affect: (1)
an existing cause of action in favor of or against the entity for which the certificate of
amendment is sought; (2) a pending suit to which the entity is a party; or (3) an existing
right of a person other than an existing owner. (c) If the name of an entity is changed by
amendment, an action brought by or against the entity in the former name of the entity does
not abate because of the name change. (Act 2009-513, p. 967, §16.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-3.14.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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