10A-2A-17.03
Section 10A-2A-17.03 Certain amendments and transactions; votes required. (a) Unless the certificate of incorporation requires a greater vote, in addition to any other approval of stockholders required under this chapter, the approval of at least two-thirds of the votes entitled to be cast thereon, and, if any class or series of stock is entitled to vote as a separate group thereon, the approval of at least two-thirds of the votes entitled to be cast by that voting group, shall be required for a corporation that is not a benefit corporation to: (1) amend its certificate of incorporation to include a statement that it is subject to this article; or (2)(i) merge with or into another entity, or effect a conversion, if, as a result of the merger or conversion, the stock of any voting group would become, or be converted into or exchanged for the right to receive, stock of a benefit corporation or stock or interests in an entity subject to provisions of organic law analogous to those in this...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-17.03.htm - 4K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-2.02.htm - 4K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.04.htm - 3K - Match Info - Similar pages
10A-5A-10.04
Section 10A-5A-10.04 Effect of conversion. (a) When a conversion takes effect: (1) all property and contract rights owned by the converting organization, or series thereof, 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, or series thereof, 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, or series thereof, 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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.04.htm - 4K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-4.31.htm - 4K - Match Info - Similar pages
10A-8A-1.02
Section 10A-8A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter, unless the context otherwise requires, the following terms mean: (1) "Business" includes every trade, occupation, and profession for profit. (2) "Disqualified person" means any person who is not a qualified person. (3) "Distribution" except as otherwise provided in Section 10A-8A-4.09(f), means a transfer of money or other property from a partnership to another person on account of a transferable interest. (4) "Foreign limited liability partnership" means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to Section 10A-8A-3.06(c). (5) "Foreign partnership" means a partnership governed by the laws of a jurisdiction other than this state which would be a partnership if governed by the laws of this state. The term includes a foreign limited liability partnership. (6) "Limited liability...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-1.02.htm - 4K - Match Info - Similar pages
10A-8A-9.05
Section 10A-8A-9.05 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 by...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.05.htm - 4K - 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...
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10A-2A-9.14
Section 10A-2A-9.14 Amendment of plan of conversion; abandonment. (a) A plan of conversion of a converting organization that is a corporation may be amended: (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) in the manner provided in the plan, except that if the plan has been approved by the stockholders that were entitled to vote on, consent to, or approve of the plan, then those stockholders are entitled to vote on, consent to, or approve of any amendment of the plan that will change: (i) the amount or kind of eligible interests or other securities, obligations, rights to acquire eligible interests or other securities, cash, other property, or any combination of the foregoing, to be received by any of the stockholders of the converting corporation under the plan; (ii) the organizational documents of the converted organization that will be in effect immediately after the conversion becomes effective, except...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.14.htm - 2K - Match Info - Similar pages
10A-9A-6.01
Section 10A-9A-6.01 Dissociation as a limited partner. (a) A person does not have a right to dissociate as a limited partner before the dissolution and winding up of the limited partnership. (b) A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events: (1) an event stated in the partnership agreement as causing the person's dissociation as a limited partner; (2) the person is expelled as a limited partner pursuant to the partnership agreement; (3) the person is expelled as a limited partner by the unanimous consent of the other partners if: (A) it is unlawful to carry on the limited partnership's activities and affairs with the person as a limited partner; (B) there has been a transfer of all of the person's transferable interest in the limited partnership, other than a transfer for security purposes; (C) the person is an organization and, within 90 days after the limited partnership notifies the person that it will be...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-6.01.htm - 4K - Match Info - Similar pages
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