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10A-1-5.07
Section 10A-1-5.07 Name of registered limited liability partnership. The name of a limited
liability partnership or a foreign limited liability partnership registered to transact business
in this state shall contain the words "Limited Liability Partnership" or the abbreviation
"L.L.P." or "LLP". (Acts 1996, No. 96-528, p. 685, §1; §10-8A-1002;
amended and renumbered by Act 2009-513, p. 967, §36; Act 2018-125, §1.)...
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10A-1-5.05
Section 10A-1-5.05 Name of limited partnership. (a) The name of a limited partnership
or a foreign limited partnership registered to transact business in this state may contain
the name of any partner. (b) The name of a limited partnership that is not a limited liability
limited partnership must contain the phrase "limited partnership" or "Limited,"
or the abbreviation "L.P.," "LP," or "Ltd." and must not contain
the phrase "limited liability limited partnership" or the abbreviation "LLLP"
or "L.L.L.P." (c) The name of a limited liability limited partnership must contain
the phrase "limited liability limited partnership" or the abbreviation "LLLP"
or "L.L.L.P." and must not contain the abbreviation "L.P.," "LP,"
or "Ltd." (d) Subject to Section 10A-1-7.07, this section applies
to any foreign limited partnership transacting business in this state, having a certificate
of authority to transact business in this state, or applying for a certificate of authority.
(e) The name of a limited...
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10A-1-5.06
Section 10A-1-5.06 Name of limited liability company or foreign limited liability company.
The name of a limited liability company or a foreign limited liability company registered
to transact business in this state must contain the words "Limited Liability Company"
or the abbreviation "L.L.C." or "LLC". (Acts 1993, No. 93-724, p. 1425,
§5; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-5; amended and renumbered by Act 2009-513,
p. 967, §36; Act 2018-125, §1.)...
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10A-1-7.04
Section 10A-1-7.04 Registration procedure. (a)(1) A foreign entity described in Section
10A-1-7.01(c), other than a foreign limited liability partnership, registers by delivering
to the Secretary of State for filing an application for registration in accordance with the
procedures in Article 4. (2) A foreign limited liability partnership registers by delivering
to the Secretary of State for filing a statement of foreign limited liability partnership
in accordance with the procedures in Article 4. (b) The application for registration of a
foreign entity described in Section 10A-1-7.01(c) other than a foreign limited liability
partnership must state: (1) the foreign entity's name or, if that name is not available for
use in this state or otherwise would not comply with Article 5, a name that satisfies the
requirements of Section 10A-1-7.07 under which the foreign entity will transact business
in this state; (2) the foreign entity's type; (3) the foreign entity's jurisdiction of...
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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-1-7.11
Section 10A-1-7.11 Voluntary withdrawal of registration. (a) A foreign entity registered
in this state may withdraw the foreign entity's registration at any time by filing a certificate
of withdrawal as provided in Article 4. (b) A certificate of withdrawal for a foreign entity
described must state: (1) the name of the foreign entity as set forth on its registration;
(2) the type of foreign entity and the foreign entity's jurisdiction of formation and, in
the case of a foreign limited liability partnership, the jurisdiction which laws govern the
foreign limited liability partnership and its partnership agreement; (3) the street address
and mailing address, if different, of the principal office of the foreign entity; (4) that
the foreign entity no longer is transacting business in this state; (5) that the foreign entity:
(A) revokes the authority of the foreign entity's registered agent in this state to accept
service of process; and (B) consents that service of process in any action,...
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10A-1-7.05
Section 10A-1-7.05 Effect of registration. (a) The application for registration of a
foreign entity and the statement of foreign limited liability partnership takes effect in
accordance with Article 4 of this chapter. The registration of a foreign entity remains in
effect until the registration terminates, is withdrawn, or is revoked. (b) Except in a proceeding
to revoke the registration of a foreign entity or as otherwise provided by the law of Alabama,
the Secretary of State's issuance of an acknowledgment that the foreign entity has filed an
application for registration or a statement of foreign limited liability partnership, as applicable,
is conclusive evidence of the authority of the foreign entity to transact business in this
state under the foreign entity's name or under another name stated in the application for
registration in accordance with Section 10A-1-7.04(b)(1) or stated in the statement
of foreign limited liability partnership in accordance with Section...
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10A-1-7.22
Section 10A-1-7.22 Transaction of business without registration; actions to restrain.
(a) The failure of a foreign filing entity to register to transact business in this state
or to appoint and maintain a registered agent in this state shall not impair the validity
of any contract or act of the foreign entity and shall not prevent the foreign entity from
defending any action or proceeding in any court of this state, but the foreign entity shall
not maintain any action or proceeding in any court of this state until it has delivered to
the Secretary of State for filing an application for registration or a statement of foreign
limited liability partnership, as applicable, in accordance with Section 10A-1-7.04.
A foreign filing entity, by transacting business in this state without filing an application
for registration or a statement of foreign limited liability partnership, as applicable, appoints
the Secretary of State as its agent for service of process with respect to causes of action...
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10A-9A-10.05
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...
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10A-2-1.40
Section 10A-2-1.40 Definitions applicable to business corporations. In this chapter:
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT
IN THE CURRENT CODE SUPPLEMENT. (1) "Articles of incorporation" include amended
and restated articles of incorporation and, in the case of a corporation existing on January
1, 1981, its certificate of incorporation, including any amended certificate, and also include,
except where the context otherwise requires, articles of merger. The term "articles of
incorporations" as used in this chapter is synonymous with the term "certificate
of formation" employed in Chapter 1. (2) "Authorized shares" means the shares
of all classes a domestic or foreign business corporation is authorized to issue. (3) "Corporation"
or "domestic corporation" means a business corporation, which is not a foreign corporation,
incorporated under or subject to the provisions of this chapter. (4) "Distribution"
means a direct or indirect...
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