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10A-1-5.12
Section 10A-1-5.12 Reservation of certain names prohibited; exceptions. (a) The Secretary
of State may not reserve a name that is the same as, or not distinguishable on the records
of the Secretary of State from: (1) the name of an existing filing entity; the name of a general
partnership that has an effective statement of partnership, statement of not for profit partnership,
or statement of limited liability partnership on file with the Secretary of State under Chapter
8A; (2) the name of a foreign filing entity that has a registration under Article 7; or (3)
a name that is reserved under this division. (b) Subsection (a) does not apply if the other
entity or the person for whom the name is reserved consents in writing to the subsequent reservation
of a name not distinguishable on the records of the Secretary of State, and submits an undertaking
in form satisfactory to the Secretary of State to change its name to a name that is distinguishable
on the records of the Secretary of State...
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10A-1-5.03
Section 10A-1-5.03 Names prohibited. (a) A domestic entity may not have a name and a
foreign filing entity may not register to transact business in this state under a name that
is the same as or not distinguishable on the records of the Secretary of State from: (1) the
name of another existing filing entity or a general partnership that has an effective statement
of partnership, statement of not for profit partnership, or limited liability partnership
under Chapter 8A; (2) the name of a foreign filing entity that has a registration under Article
7; (3) a name that is reserved under Division B. (b) Subsection (a) does not apply if the
other entity or the person for whom the name is reserved consents in writing to the use of
a name not distinguishable on the records of the Secretary of State, and submits an undertaking
in form satisfactory to the Secretary of State to change its name to a name that is distinguishable
on the records of the Secretary of State from the name for which...
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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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10A-9A-10.04
Section 10A-9A-10.04 Filings required for conversion; effective date. THIS SECTION
WAS AMENDED BY ACT 2019-94 IN THE 2019 REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS
NOT IN THE CURRENT CODE SUPPLEMENT. (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-9A-2.03(a) 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,...
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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-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-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-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-5A-10.03
Section 10A-5A-10.03 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-5A-2.04(a) 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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.03.htm - 6K - Match Info - Similar pages
10A-2A-11.06
Section 10A-2A-11.06 Statement or merger or stock exchange. (a) After a plan of merger
has been adopted and approved as required by this article, then a statement of merger shall
be signed by each party to the merger except as provided in Section 10A-2A-11.05(a).
The statement of merger must set forth: (1) the name, type of organization, and mailing address
of the principal office of each constituent organization, the jurisdiction of the governing
statute of each constituent organization, and the respective unique identifying number or
other designation as assigned by the Secretary of State, if any, of each constituent organization;
(2) the name, type of organization, and mailing address of the principal office of the surviving
organization, the unique identifying number or other designation as assigned by the Secretary
of State, if any, of the surviving organization, the jurisdiction of the governing statute
of the surviving organization, and, if the surviving organization is created...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.06.htm - 6K - Match Info - Similar pages
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