10A-1-5.31
Section 10A-1-5.31 Designation and maintenance of registered agent and registered office. (a) Each filing entity and each foreign filing entity with a registration under Article 7, and each 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 in accordance with Chapter 8A, shall designate and continuously maintain in this state: (1) a registered agent; and (2) a registered office. (b) A registered agent: (1) is an agent of the entity on which may be served any process, notice, or demand required or permitted by law to be served on the entity; (2) may be: (A) an individual who is a resident of this state; or (B) a domestic entity or a foreign entity that is registered to transact business in this state; and (3) must maintain a business office at the same address as the entity's registered office. (c) The registered office: (1) must be located at a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-5.31.htm - 1K - Match Info - Similar pages
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,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-7.11.htm - 3K - 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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-5.32.htm - 2K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-7.04.htm - 5K - Match Info - Similar pages
10A-5-9.02
Section 10A-5-9.02 Requirements for articles of merger; effective date. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) If a domestic limited liability company is merging under this chapter, the domestic limited liability company or other business entity surviving or resulting from the merger shall file articles of merger in the Office of the Secretary of State. If a domestic limited liability company is filing the articles of merger, the articles of merger shall be signed by at least one member of the domestic limited liability company, and if another business entity is filing the articles of merger, the articles of merger shall be signed by a person authorized by the other business entity. The articles of merger shall state all of the following: (1) The name, jurisdiction, and date of formation or organization of each of the domestic limited liability companies or other business entities that are to merge. (2) That an agreement of merger has been...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-9.02.htm - 3K - Match Info - Similar pages
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-1-7.22
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-7.22.htm - 2K - Match Info - Similar pages
10A-1-5.33
Section 10A-1-5.33 Change by registered agent of name or address of registered agent. (a) The registered agent of any entity required by Section 10A-1-5.31 to designate and maintain a registered agent or registered office may change its name, its address as the address of the entity's registered office, 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 be signed by the registered agent, or a person authorized to sign the statement on behalf of the registered agent, and must contain: (1) the name of the entity represented by the registered agent; (2) the name of the entity's registered agent and the address at which the registered agent maintained the entity's registered office; (3) if the change relates to the name of the registered agent, the new name of that agent; (4) if the change relates to the address of the registered office, the new address of that office; and (5) a...
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10A-1-7.12
Section 10A-1-7.12 Grounds for revocation. The Secretary of State may commence a proceeding under Section 10A-1-7.13 to revoke the registration of a foreign entity authorized to transact business in this state if: (1) the foreign entity does not deliver its annual report, if required by law, to the Secretary of State within 180 days after it is due; (2) the foreign entity does not pay within 180 days after they are due any applicable privilege or corporation share tax, qualification fee or admission tax, or interest or penalties imposed by this title or other law; (3) the foreign entity is without a registered agent or registered office in this state for 60 days or more; (4) the foreign entity does not file a statement of change of registered agent or registered office with the Secretary of State under Section 10A-1-5.32 within 60 days of the change or its registered agent does not file a change of name or change of address of the registered office with the Secretary of State under...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-7.12.htm - 2K - Match Info - Similar pages
10A-1-3.05
Section 10A-1-3.05 Certificate of formation. Unless provided otherwise in a chapter of this title governing a filing entity: (a) The certificate of formation must state: (1) the name of the filing entity being formed; (2) the type of filing entity being formed; (3) for filing entities other than limited partnerships, the purpose or purposes for which the filing entity is formed, which may be stated to be or include any lawful purpose for that type of entity; (4) the period of duration, if the entity is not formed to exist perpetually; (5) the street address and, if different, the mailing address of the initial registered office of the filing entity and the name of the initial registered agent of the filing entity at the office; (6) the name and address of each: (A) organizer for the filing entity, unless the entity is formed pursuant to a statement of conversion or merger; or (B) general partner, if the filing entity is a limited partnership; (7) if the filing entity is formed pursuant...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-3.05.htm - 2K - Match Info - Similar pages
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