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10A-1-8.04
Section 10A-1-8.04 Merger with or conversion from a foreign entity. (a) One or more
foreign entities may merge with one or more domestic entities in accordance with Section
10A-1-8.02, and a foreign entity may convert to a domestic entity, or a domestic entity may
convert to a foreign entity in accordance with Section 10A-1-8.01 only if: (1) The
merger or conversion is permitted by the law of the state or country under whose law each
foreign entity is formed and each foreign entity complies with that law in effecting the merger
or conversion. (2) In the case of a conversion, the foreign entity complies with the requirements
of Section 10A-1-8.01. (3) In the case of a merger, the foreign entity complies with
the requirements of Section 10A-1-8.02. (b) Upon the merger or conversion taking effect,
the surviving foreign entity of a merger and the foreign converted entity in a conversion
is deemed: (1) To consent that service of process in a proceeding to enforce any obligation
or any...
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10A-8A-9.04
Section 10A-8A-9.04 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-8A-2.03 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...
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34-32-7
Section 34-32-7 Soil and Water Conservation Committee to serve as state board; appointment
of advisory council; duties, organization, etc. (a) The Alabama Soil and Water Conservation
Committee shall serve as and be the State Board of Registration for Professional Soil Classifiers,
and it shall be the duty of such board to administer the provisions of this chapter. The board
shall appoint an advisory council of five members, four of whom shall be qualified professional
soil classifiers who shall have the qualifications required in this chapter. It shall be the
duty of such council to recommend certification of those persons eligible to become registered
soil classifiers. The fifth member of the advisory council shall be the administrative officer
of the board. The other four members of the advisory council shall be appointed for terms
of office of five years and until their respective successors have been appointed and qualified;
provided that one of the initial members shall be...
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8-19A-4
Section 8-19A-4 Exemptions. The provisions of this chapter do not apply to: (1) A person
engaging in commercial telephone solicitation where the solicitation is an isolated transaction
and not done in the course of a pattern of repeated transactions of like nature. (2) A person
making calls for religious, charitable, political, educational, or other noncommercial purposes
or a person soliciting for a nonprofit corporation if that corporation is properly registered
with the Secretary of State and is included within the exemption of the Alabama Revenue Code
or Section 501(c)(3) of the Internal Revenue Code or rural electric cooperatives formed
under Chapter 6 of Title 37 of the Code of Alabama or affiliates or subsidiaries thereof.
(3) A person soliciting: a. Without the intent to complete or obtain provisional acceptance
of a sale during the telephone solicitation. b. Who does not make the major sales presentation
during the telephone solicitation. c. Without the intent to complete, and...
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41-29-332
Section 41-29-332 Alabama Office of Apprenticeship - Created; purposes; management;
application for recognition. (a) The Alabama Office of Apprenticeship is established as a
part of the Workforce Development Division of the Department of Commerce, in accordance with
29 U.S.C. ยง50, 29 C.F.R., Subtitle A, Parts 29 and 30, and Article 20 of Chapter 18 of Title
40, the Apprenticeship Tax Credit Act of 2016. The Alabama Office of Apprenticeship is established
for all of the following purposes: (1) To exercise nonexclusive authority to determine whether
an apprenticeship program conforms to the regulations published in 29 C.F.R., Subtitle A,
Parts 29 and 30. (2) To set forth labor standards necessary to safeguard the welfare of apprentices.
(3) To establish policies and procedures for the registration and deregistration of preapprenticeships,
youth registered apprenticeships, and registered apprenticeships. (4) To serve as the registration
agency for preapprenticeships, youth registered...
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10A-8A-11.01
Section 10A-8A-11.01 Application to existing relationships. (a) Beginning January 1,
2019, this chapter governs all partnerships and all foreign partnerships. (b) With respect
to a partnership formed before January 1, 2019, and governed by the laws of this state, the
following rules apply: (1) a registration of a limited liability partnership which is current
and effective as of December 31, 2018, shall remain effective without further action on the
part of the limited liability partnership, and a partnership having the status of a limited
liability partnership, under predecessor law, shall have the status of a limited liability
partnership under this chapter and to the extent such partnership has not filed a statement
of limited liability partnership pursuant to this chapter, the registration or latest annual
notice filed by such partnership under predecessor law shall constitute a statement of limited
liability partnership filed under this chapter; (2) a partnership's partnership...
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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-2-14.21
Section 10A-2-14.21 Procedure for and effect of administrative dissolution. REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) If the Secretary of State determines that one or more grounds exist under
Section 10A-2-14.20 for dissolving a corporation, he or she shall serve the corporation
with written notice of his or her determination under Section 10A-1-5.31(b), 10A-1-5.35,
or 10A-1-5.36. (b) If the corporation does not correct each ground for dissolution or demonstrate
to the reasonable satisfaction of the Secretary of State that each ground determined by the
Secretary of State does not exist within 60 days after service of the notice is perfected
under Section 10A-1-5.31(b), 10A-1-5.35, or 10A-1-5.36, the Secretary of State shall
administratively dissolve the corporation by signing a certificate of dissolution that recites
the ground or grounds for dissolution and its effective date. The Secretary of State...
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40-12-262
Section 40-12-262 Effect of provisions relative to registration and display of tags
on nonresidents; international registration plan; temporary trip permit; penalties. (a) The
provisions of the foregoing sections relative to registration and display of registration
numbers shall not apply to a motor vehicle owned by a nonresident of this state and not used
for hire or used for commercial purposes in this state for a period of 30 days from date of
entering the state; provided, that the owner thereof shall have complied with the provisions
of the law of the foreign country, state, territory, or federal district of his residence
relative to the registration of motor vehicles and the display of registration numbers thereon
and shall conspicuously display his registration number as required thereby; provided further,
that nothing herein shall be construed to permit the use of motor vehicles for hire, or for
commercial purposes, by nonresidents without complying with the provisions of this...
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10A-8A-2.02
Section 10A-8A-2.02 Statement of partnership; statement of not for profit partnership.
(a) A partnership other than a partnership that has an effective statement of not for profit
partnership or an effective statement of limited liability partnership on file with the Secretary
of State may deliver to the Secretary of State for filing a statement of partnership for the
purpose of having its partnership agreement governed by the laws of this state in accordance
with Section 10A-8A-1.06(d) and providing notice of its existence in accordance with
Section 10A-8A-1.03(d)(1). A statement of partnership must contain all of the following:
(1) the name of the partnership which name must comply with Article 5 of Chapter 1; (2) the
date that the partnership was formed pursuant to, or became governed by, the laws of this
state; (3) the street and mailing address of its principal office; (4) the street and mailing
address of a registered office and the name of the registered agent at that office for...
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