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10A-5A-10.09
Section 10A-5A-10.09 Restrictions on approval of mergers and conversions. (a) If a member
of a converting or constituent limited liability company will have personal liability with
respect to a converted or surviving organization, approval and amendment of a plan of conversion
or plan of merger are ineffective without that member's consent to the plan. (b) A member
does not give the consent required by subsection (a) merely by consenting to a provision of
the limited liability company agreement that permits the limited liability company agreement
to be amended with the consent of fewer than all the members. (Act 2014-144, p. 265, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.09.htm - 963 bytes - Match Info - Similar pages
10A-5-9.01
Section 10A-5-9.01 Merger and consolidation. REPEALED IN THE 2014 REGULAR SESSION BY
ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Pursuant to any agreement, a domestic limited
liability company may merge or consolidate with or into one or more limited liability companies
or other business entities formed or organized under the laws of this state, any other state,
the United States, or any foreign jurisdiction, with the domestic limited liability company
or the other business entity being the surviving or resulting domestic limited liability company
or other business entity. Except as otherwise specifically provided for in the operating agreement,
a merger shall be approved by each domestic limited liability company which is to merge by
all the members at the time approval of the merger is voted on. (b) Notwithstanding prior
approval, an agreement of merger may be terminated prior to filing articles of merger with
the Secretary of State or amended pursuant to a provision for the...
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10A-5A-10.08
Section 10A-5A-10.08 Effect of merger. (a) When a merger becomes effective: (1) the
surviving organization continues or, in the case of a surviving organization created pursuant
to the merger, comes into existence; (2) each constituent organization that merges into the
surviving organization ceases to exist as a separate entity; (3) except as provided in the
plan of merger, all property owned by, and every contract right possessed by, each constituent
organization, or series thereof, that ceases to exist vests in the surviving organization
without transfer, reversion, or impairment and the title to any property and contract rights
vested by deed or otherwise in the surviving organization shall not revert, be in any way
impaired, or be deemed to be a transfer by reason of the merger; (4) all debts, obligations,
and other liabilities of each constituent organization, or series thereof, other than the
surviving organization, are debts, obligations, and other liabilities of the surviving...
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40-18-28
Section 40-18-28 Returns of subchapter K entities and single member limited liability
companies. Every subchapter K entity, and every single member limited liability company, shall
make a return to the Department of Revenue for each taxable year, stating specifically the
items of its gross income and the deductions allowed by this chapter, and shall include in
the return the names and addresses of the partners or members and the amount of the distributive
share of each partner or member. The return must be subscribed by the person who makes it
and must contain a printed declaration that it is made under the penalties of perjury. A person
who willfully makes and subscribes a return which he or she does not believe to be true and
correct as to every material particular shall be guilty of perjury and upon conviction shall
be punished as prescribed in Section 40-18-27. (Acts 1935, No. 194, p. 256; Code 1940,
T. 51, §395; Acts 1961, Ex. Sess., No. 188, p. 2158; Acts 1997, No. 97-625, p....
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10A-9A-10.12
Section 10A-9A-10.12 Power of general partners and persons dissociated as general partners
to bind organization after conversion or merger. (a) An act of a person that immediately before
a conversion or merger became effective was a general partner in a converting or constituent
limited partnership binds the converted or surviving organization after the conversion or
merger becomes effective, if: (1) before the conversion or merger became effective, the act
would have bound the converting or constituent limited partnership under Section 10A-9A-4.02;
and (2) at the time the third party enters into the transaction, the third party: (A) does
not have notice of the conversion or merger; and (B) reasonably believes that the converted
or surviving business is the converting or constituent limited partnership and that the person
is a general partner in the converting or constituent limited partnership. (b) An act of a
person that before a conversion or merger became effective was dissociated...
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10A-9A-10.06
Section 10A-9A-10.06 Merger. (a) A limited partnership may merge with one or more other
constituent organizations pursuant to this section, Sections 10A-9A-10.07 through 10A-9A-10.09,
and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes
the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted any
of those governing statutes; and (3) each of the other organizations complies with its governing
statute in effecting the merger. (b) A plan of merger must be in writing and must include:
(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 numbers or other designations 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...
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10A-2A-11.02
Section 10A-2A-11.02 Merger. (a) A corporation may merge with one or more other constituent
organizations pursuant to this article, and a plan of merger, if: (1) the governing statute
of each of the other organizations authorizes the merger; (2) the merger is not prohibited
by the law of a jurisdiction that enacted any of those governing statutes; and (3) each of
the other organizations complies with its governing statute in effecting the merger. (b) A
plan of merger must be in writing and must include: (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...
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10A-8A-9.09
Section 10A-8A-9.09 Effect of merger. (a) When a merger becomes effective: (1) the surviving
organization continues or, in the case of a surviving organization created pursuant to the
merger, comes into existence; (2) each constituent organization that merges into the surviving
organization ceases to exist as a separate entity; (3) except as provided in the plan of merger,
all property owned by, and every contract right possessed by, each constituent organization
that ceases to exist vests in the surviving organization without transfer, reversion, or impairment
and the title to any property and contract rights vested by deed or otherwise in the surviving
organization shall not revert, be in any way impaired, or be deemed to be a transfer by reason
of the merger; (4) all debts, obligations, and other liabilities of each constituent organization,
other than the surviving organization, are debts, obligations, and other liabilities of the
surviving organization, and neither the rights of...
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10A-9A-2.03
Section 10A-9A-2.03 Execution of documents. (a) A writing delivered to the Secretary
of State for filing pursuant to this chapter must be signed as provided by this section.
(1) A limited partnership's initial certificate of formation must be signed by all general
partners listed in the certificate of formation. (2) An amendment adding or deleting a statement
that the limited partnership is a limited liability limited partnership must be signed by
all general partners listed in the certificate of formation. (3) An amendment designating
as general partner a person admitted under Section 10A-9A-8.01(c) following the dissociation
of a limited partnership's last general partner must be signed by the person or persons so
designated. (4) Any other amendment must be signed by: (A) at least one general partner; and
(B) each other person designated in the amendment as a new general partner. (5) A restated
certificate of formation must be signed by at least one general partner and, to the extent...
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10A-9A-10.09
Section 10A-9A-10.09 Effect of merger. 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) When a merger becomes effective: (1) the surviving organization continues or, in the case
of a surviving organization created pursuant to the merger, comes into existence; (2) each
constituent organization that merges into the surviving organization ceases to exist as a
separate entity; (3) except as provided in the plan of merger all property owned by, and every
contract right possessed by, each constituent organization that ceases to exist vests in the
surviving organization without transfer, reversion, or impairment and the title to any property
and contract rights vested by deed or otherwise in the surviving organization shall not revert,
be in any way impaired, or be deemed to be a transfer by reason of the merger; (4) all debts,
obligations, and other liabilities of each constituent organization,...
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