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10A-2A-9.01
Section 10A-2A-9.01 Definitions. As used in this Article 9: Notwithstanding Section
10A-1-1.03, as used in this article, unless the context otherwise requires, the following
terms have the following meanings: (1) "Converted organization" means the organization
into which a converting organization converts pursuant to this article. (2) "Converting
corporation" means a converting organization that is a corporation. (3) "Converting
organization" means an organization that converts into another organization pursuant
to this article. (4) "Governing statute" of an organization means the statute that
governs the organization's internal affairs. (5) "Organization" means a general
partnership, including a limited liability partnership; limited partnership, including a limited
liability limited partnership; limited liability company; business trust; corporation; nonprofit
corporation; professional corporation; or any other person having a governing statute. The
term includes domestic and foreign...
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10A-5A-10.01
Section 10A-5A-10.01 Conversion. (a) An organization other than a limited liability
company may convert to a limited liability company, and a limited liability company may convert
to an organization other than a limited liability company pursuant to this section,
Sections 10A-5A-10.02 through 10A-5A-10.03, and a plan of conversion, if: (1) the governing
statute of the organization that is not a limited liability company authorizes the conversion;
(2) the law of the jurisdiction governing the converting organization and the converted organization
does not prohibit the conversion; and (3) the converting organization and the converted organization
each comply with the governing statute and organizational documents applicable to that organization
in effecting the conversion. (b) A plan of conversion must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of the converting
organization, and its unique identifying number or other...
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10A-8A-9.02
Section 10A-8A-9.02 Conversion. (a) An organization other than a partnership may convert
to a partnership, and a partnership may convert to an organization other than a partnership
pursuant to this section, Sections 10A-8A-9.03 through 10A-8A-9.05, and a plan of conversion,
if: (1) the governing statute of the organization that is not a partnership authorizes the
conversion; (2) the law of the jurisdiction governing the converting organization and the
converted organization does not prohibit the conversion; and (3) the converting organization
and the converted organization each comply with the governing statute and organizational documents
applicable to that organization in effecting the conversion. (b) A plan of conversion must
be in writing and must include: (1) 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...
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10A-9A-10.02
Section 10A-9A-10.02 Conversion. (a) An organization other than a limited partnership
may convert to a limited partnership, and a limited partnership may convert to an organization
other than a limited partnership pursuant to this section, Sections 10A-9A-10.03 through
10A-9A-10.05, and a plan of conversion, if: (1) the governing statute of the organization
that is not a limited partnership authorizes the conversion; (2) the law of the jurisdiction
governing the converting organization and the converted organization does not prohibit the
conversion; and (3) the converting organization and the converted organization each comply
with the governing statute and organizational documents applicable to that organization in
effecting the conversion. (b) A plan of conversion must be in writing and must include: (1)
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...
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10A-3-5.01
Section 10A-3-5.01 Procedure for merger. (a) Any two or more domestic nonprofit corporations
may merge into one of the corporations pursuant to a plan of merger approved in the manner
provided in this chapter. (b) Each nonprofit corporation shall adopt a plan of merger setting
forth: (1) The names of the nonprofit corporations proposing to merge, and the name of the
nonprofit corporation into which they propose to merge, which is hereinafter designated as
the surviving nonprofit corporation. (2) The terms and conditions of the proposed merger.
(3) A statement of any changes in the certificate of formation of the surviving nonprofit
corporation to be effected by the merger. (4) The other provisions with respect to the proposed
merger as are deemed necessary or desirable. (Acts 1984, No. 84-290, p. 502, §41; §10-3A-100;
amended and renumbered by Act 2009-513, p. 967, §187.)...
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10A-2-11.01
Section 10A-2-11.01 Merger. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Subject to the limitations
of the Constitution of Alabama of 1901 as the same may be amended from time to time, one or
more corporations may merge into another corporation if the board of directors of each corporation
adopts and its shareholders, if required by Section 10A-2-11.03, approve a plan of
merger. (b) The plan of merger must set forth: (1) The name of each corporation planning to
merge and the name of the surviving corporation into which each other corporation plans to
merge; (2) The terms and conditions of the merger; and (3) The manner and basis of converting
the shares of each corporation into shares, obligations, or other securities of any other
corporation or into cash or other property in whole or part. (c) The plan of merger may set
forth: (1) Amendments to the articles of incorporation of the surviving corporation;...
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27-27-45
Section 27-27-45 Merger and consolidations - Domestic stock insurers. (a) A domestic
stock insurer may merge or consolidate with one or more domestic or foreign stock insurers
by complying with the applicable provisions of the statutes of this state governing the merger
or consolidation of stock corporations formed for profit, but subject to subsections (b) and
(c) of this section. (b) No such merger or consolidation shall be effectuated unless
in advance thereof the plan and agreement therefor have been filed with the commissioner and
approved in writing by him after a hearing thereon. The commissioner shall give such approval
within a reasonable time after such filing unless he finds such plan or agreement: (1) Is
contrary to law; (2) Inequitable to the stockholders of any domestic insurer involved; or
(3) Would substantially reduce the security of, and service to be rendered to, policyholders
of the domestic insurer in this state or elsewhere. (c) No director, officer, agent, or...
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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...
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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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