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10A-4-5.02
Section 10A-4-5.02 Admission of foreign professional corporations. (a) A foreign professional
corporation shall be entitled to register under Article 7 of Chapter 1 for authority to render
professional services in Alabama only if: (1) A professional corporation incorporated under
this chapter would be allowed to register or procure a certificate of authority or equivalent
authorization to render professional services in the state under whose laws the foreign professional
corporation is organized; (2) The foreign professional corporation meets the requirements
of Section 10A-4-2.01; (3) The foreign professional corporation designates the Alabama licensed
individual or individuals through whom it will render professional services in Alabama and
the individual or individuals are not, at time of the designation, so designated by any other
foreign professional corporation; (4) The name of the foreign professional corporation meets
the requirements of Section 10A-1-5.08, provided that the...
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10A-1-1.08
Section 10A-1-1.08 Short titles. (a) The provisions of this title as described by this section
may be cited as provided by this section. (b) Chapter 2A and the provisions of Chapter 1 to
the extent applicable to business corporations may be cited as the Alabama Business Corporation
Law. (c) Chapter 3 and the provisions of Chapter 1 to the extent applicable to nonprofit corporations
may be cited as the Alabama Nonprofit Corporation Law. (d) Chapter 4 and the provisions of
Chapter 1 to the extent applicable to professional corporations may be cited as the Alabama
Professional Corporation Law. (e) Chapter 5A and the provisions of Chapter 1 to the extent
applicable to limited liability companies may be cited as the Alabama Limited Liability Company
Law. (f) Chapter 8A and the provisions of Chapter 1 to the extent applicable to general partnerships
may be cited as the Alabama Partnership Law. (g) Chapter 9A and the provisions of Chapter
1 to the extent applicable to limited partnerships may...
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10A-4-4.02
Section 10A-4-4.02 Merger and conversion. (a) A domestic professional corporation may convert
to or merge with another corporation, professional corporation, or another type of entity,
domestic or foreign, under the Alabama Business Corporation Law, or may merge with or convert
to another type of entity as permitted by Article 8 of Chapter 1. Upon the merger, consolidation,
or conversion, if the surviving or new corporation or converted entity, as the case may be,
is to render professional services in Alabama, it shall comply with the provisions of this
chapter. (b) An unincorporated professional association organized under Article 1 of Chapter
30 may merge or consolidate with a professional corporation organized under this chapter.
In the merger, the procedure specified in the Alabama Business Corporation Law shall apply,
provided that: (1) The surviving corporation shall be a domestic professional corporation,
(2) The following terms, when used in the Alabama Business Corporation Law...
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10A-2A-1.01
Section 10A-2A-1.01 Short Title. (a) This chapter and the provisions of Chapter 1, to the extent
applicable to business corporations, shall be known and may be cited as the Alabama Business
Corporation Law. (b) This chapter and the provisions of Chapter 1, to the extent applicable
to business corporations, apply to a corporation incorporated and existing under this chapter
or any predecessor law regarding business corporations, and to a foreign corporation that
is transacting business in this state, regardless of whether the foreign corporation is registered
to transact business in this state. Without in any way limiting the generality of any provision
of this chapter or of any provision of Chapter 1, this chapter and the provisions of Chapter
1, to the extent applicable to corporations, shall apply to banks, trust companies, savings
and loan associations, insurance companies, public utilities, and railroad companies, except
to the extent, if any, that any provision of this chapter or...
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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-1-8.01
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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10A-20-6.02
Section 10A-20-6.02 Incorporation. (a) The incorporators of any corporation to be governed
by this article shall prepare and deliver to the Secretary of State for filing a certificate
of formation stating an intention to become a corporation, which certificate of formation
shall be signed by each of the incorporators and shall set forth: (1) The name of the proposed
corporation; (2) The objects and purposes for which the corporation is organized; (3) The
location of the principal office of the corporation in this state; and (4) The name and post
office address of each incorporator, not less than three in number. (b) The certificate of
formation may also contain any other provisions, not inconsistent with the provisions of this
article, which the incorporators may desire to insert for the regulation of the business or
affairs of the corporation or which would be permitted nonprofit corporations by the Alabama
Nonprofit Corporation Law. The filing of the certificate of formation shall be...
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10A-2-1.40
Section 10A-2-1.40 Definitions applicable to business corporations. In this chapter: REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (1) "Articles of incorporation" include amended and restated articles
of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate
of incorporation, including any amended certificate, and also include, except where the context
otherwise requires, articles of merger. The term "articles of incorporations" as
used in this chapter is synonymous with the term "certificate of formation" employed
in Chapter 1. (2) "Authorized shares" means the shares of all classes a domestic
or foreign business corporation is authorized to issue. (3) "Corporation" or "domestic
corporation" means a business corporation, which is not a foreign corporation, incorporated
under or subject to the provisions of this chapter. (4) "Distribution" means a direct
or indirect...
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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-1-5.04
Section 10A-1-5.04 Name of corporation or foreign corporation. (a) The name of a corporation
or foreign corporation must contain: (1) the word "corporation" or "incorporated";
or (2) an abbreviation of one of those words. (b) Subsection (a) does not apply to a nonprofit
corporation or foreign nonprofit corporation, or to banks, trust companies, savings and loan
associations, or insurance companies. (c) In lieu of a word or abbreviation required by subsection
(a), the name of a professional corporation must comply with the requirements of Section 10A-1-5.08.
(d) The requirements of subsection (a) do not apply to any corporation organized before January
1, 1981. (e) For a corporation that elects to be a benefit corporation under the Alabama Business
Corporation Law, the name of that benefit corporation must contain the words "benefit
corporation," the abbreviation "B.C.," or the designation "BC" and
may not use the word "incorporated" or an abbreviation thereof. (Act 2009-513, p.
967,...
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