10A-3-5.06
Section 10A-3-5.06 Merger or consolidation of domestic and foreign nonprofit corporations.
(a) One or more foreign nonprofit corporations and one or more domestic nonprofit corporations
may be merged or consolidated in the following manner, if the merger or consolidation is permitted
by the laws of the state under which each foreign nonprofit corporation is organized: (1)
Each domestic nonprofit corporation shall comply with the provisions of this title with respect
to the merger or consolidation, as the case may be, of domestic nonprofit corporations and
each foreign nonprofit corporation shall comply with the applicable provisions of the laws
of the state under which it is organized. (2) If the surviving or new nonprofit corporation,
as the case may be, is to be governed by the laws of any state other than Alabama, it shall
comply with the provisions of this title with respect to foreign entities if it is to conduct
affairs in Alabama, and in every case it shall be deemed to have...
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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether
the other entity or entities are the same or another form of entity, may be accomplished as
provided in this section. (1) CORPORATIONS. a. In the case of a corporation, other
than a nonprofit corporation, that is a party to a merger, a plan of merger must be approved
in accordance with the procedures and by the stockholder vote required by Article 11 of Chapter
2A. If the governing documents of the corporation provide for approval of a merger by less
than all of the corporation's stockholders, approval of the merger shall constitute corporate
action subject to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No
merger of a corporation into 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
surviving entity, notwithstanding any provision in the governing documents of the...
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10A-4-1.03
Section 10A-4-1.03 Definitions. As used in this chapter, unless the context otherwise
requires, the term: (1) DISQUALIFIED PERSON. Any person who is not a qualified person. (2)
DOMESTIC PROFESSIONAL CORPORATION. A corporation for profit or nonprofit organized pursuant
to the provisions of this chapter. (3) FOREIGN PROFESSIONAL CORPORATION. A corporation or
unincorporated association, for profit or nonprofit, organized for the purpose of rendering
professional services under a law other than the law of Alabama. (4) LICENSING AUTHORITY.
As defined in Section 10A-1-1.03(49). (5) PROFESSIONAL SERVICE. As defined in Section
10A-1-1.03(80). (6) QUALIFIED PERSON. With respect to any domestic professional corporation:
a. An individual who is authorized by law of Alabama or of any qualified state to render a
professional service permitted by the certificate of formation of the professional corporation;
b. A general partnership in which all the partners are qualified persons with respect to the...

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10A-10-1.15
Section 10A-10-1.15 Merger. (a) For purposes of this section, the following words
shall have the respective meanings ascribed to them: (1) ALABAMA REAL ESTATE INVESTMENT TRUST.
A real estate investment trust organized in compliance with the provisions of this chapter.
(2) BUSINESS TRUST. a. An entity described in Section 10A-16-1.01. b. An unincorporated
trust or association, including an Alabama real estate investment trust, a common-law trust,
or a Massachusetts trust, which is engaged in business and in which property is acquired,
held, managed, administered, controlled, invested, or disposed of for the benefit and profit
of any person who may become a holder of a transferable unit of beneficial interest in the
trust. (3) DOMESTIC LIMITED LIABILITY COMPANY. A limited liability company as defined under
the Alabama Limited Liability Company Law. (4) DOMESTIC LIMITED PARTNERSHIP. A limited partnership
as defined under the Alabama Limited Partnership Law. (5) FOREIGN BUSINESS TRUST. A...
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10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise
requires, the following terms mean: (1) AFFILIATE. A person who controls, is controlled by,
or is under common control with another person. An affiliate of an individual includes the
spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling,
parent, or spouse of any thereof, of the individual, or an individual having the same home
as the individual, or a trust or estate of which an individual specified in this sentence
is a substantial beneficiary; a trust, estate, incompetent, conservatee, protected person,
or minor of which the individual is a fiduciary; or an entity of which the individual is director,
general partner, agent, employee or the governing authority or member of the governing authority.
(2) ASSOCIATE. When used to indicate a relationship with: (A) a domestic or foreign entity
for which the person is: (i) an officer or governing person; or (ii) a beneficial...
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27-4A-2
Section 27-4A-2 Definitions. For the purposes of this chapter only, the following terms,
unless the context clearly indicates otherwise, shall have the meanings: (1) ANNUITY CONSIDERATIONS.
All sums received as consideration for annuity contracts. (2) COMMISSIONER. The Commissioner
of Insurance of the State of Alabama. (3) DEPARTMENT. The Department of Insurance of the State
of Alabama. (4) DOMESTIC INSURER. Any insurer organized under the laws of the State of Alabama
which maintains its principal office and chief place of business in the State of Alabama.
(5) FOREIGN INSURER. Any insurer organized under the laws of any country or of any state of
the United States other than the State of Alabama and any insurer organized under the laws
of Alabama which maintains its principal office or chief place of business outside the State
of Alabama. (6) INSURER. Every insurer as defined in Section 27-1-2, and every other
insurance company or association charging a premium for contracts entered...
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27-1-2
Section 27-1-2 Definitions. For the purposes of this title, the following terms shall
have the meanings respectively ascribed to them by this section. (1) INSURANCE. A contract
whereby one undertakes to indemnify another or pay or provide a specified amount or benefit
upon determinable contingencies. (2) INSURER. Every person engaged as indemnitor, surety,
or contractor in the business of entering into contracts of insurance. (3) PERSON. An individual,
insurer, company, association, organization, Lloyd's insurer, society, reciprocal insurer
or interinsurance exchange, partnership, syndicate, business trust, corporation, and every
legal entity. (4) COMMISSIONER. The Commissioner of Insurance of this state. (5) DEPARTMENT.
The Department of Insurance of this state. (6) DOMESTIC INSURER. One formed under the laws
of this state. (7) FOREIGN INSURER. One formed under the laws of any jurisdiction other than
this state. Except where distinguished by context, "foreign" insurers includes also...

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27-6-3
Section 27-6-3 Deposits of insurers - Composition. (a) All such deposits required under
Sections 27-3-11, 27-3-12, and 27-3-14 for authority to transact insurance in this state shall
consist of certified checks, or certificates of deposit or any combination of securities,
the market value of which is readily ascertainable, and, if negotiable by delivery or assignment,
of the kinds described below: (1) United States government obligations; (2) State, county,
municipal, and school obligations; (3) Public improvement obligations; (4) Housing authority
obligations; (5) Obligations, stock of certain federal agencies; (6) Canadian governmental
obligations; (7) International banks; (8) Corporate obligations; (9) Equipment trust obligations;
and (10) Railroad leased lines, terminal obligations. (b) All such deposits required of a
domestic insurer pursuant to the laws of another state, province, or country shall be comprised
of securities, if negotiable by delivery or assignment, of the kind,...
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10A-5A-1.02
Section 10A-5A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this chapter, unless the context otherwise requires, the following terms mean: (a) "Certificate
of formation," with respect to a limited liability company, means the certificate provided
for by Section 10A-5A-2.01, and the certificate as amended or restated. (b) "Constituent
limited liability company" means a constituent organization that is a limited liability
company. (c) "Constituent organization" means an organization that is party to a
merger under Article 10. (d) "Converted organization" means the organization into
which a converting organization converts pursuant to Article 10. (e) "Converting limited
liability company" means a converting organization that is a limited liability company.
(f) "Converting organization" means an organization that converts into another organization
pursuant to Article 10. (g) "Disqualified person" means any person who is not a
qualified person. (h) "Distribution" except...
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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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