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10A-5-7.06
Section 10A-5-7.06 Articles of dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) After the dissolution of the limited liability company pursuant
to Section 10A-5-7.01, the limited liability company shall file articles of dissolution in
the office of the judge of probate of the county in which the certificate of formation was
filed. The articles of dissolution shall set forth: (1) The name of the limited liability
company. (2) The date of filing its certificate of formation. (3) The reason for filing the
articles of dissolution. (4) The effective date of the articles of dissolution, which shall
be a date certain, if they are not to be effective immediately. (5) Any other information
the members or managers filing the articles deem appropriate. (b) The articles of dissolution
and two copies shall be delivered to the judge of probate. If the judge of probate finds that
the articles of dissolution conform to law and that all fees prescribed in...
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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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-1.03.htm - 25K - 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...
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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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.03.htm - 6K - Match Info - Similar pages
10A-5A-10.07
Section 10A-5A-10.07 Filings required for merger; effective date. (a) After each constituent
organization has approved the plan of merger, a statement of merger must be signed on behalf
of: (1) each constituent limited liability company, as provided in Section 10A-5A-2.04(a);
and (2) each other constituent organization, as provided by its governing statute. (b) A statement
of merger under this section 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 designation as assigned
by the Secretary of State, if any, of the surviving organization, the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.07.htm - 4K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-10-1.15.htm - 10K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.01.htm - 18K - Match Info - Similar pages
40-22-1
Section 40-22-1 Deeds, bills of sale, etc. (a) Except as set out in subsection (b), no deed,
bill of sale, or other instrument of like character which conveys any real or personal property
within this state or which conveys any interest in any such property shall be received for
record unless the privilege or license tax is paid prior to the instrument being offered for
record as provided in subsection (c). (b) No privilege or license tax shall be required for
any of the following: (1) The transfer of mortgages on real or personal property within this
state upon which the mortgage tax has been paid. (2) Deeds or instruments executed for a nominal
consideration for the purpose of perfecting the title to real estate. (3) The re-recordation
of corrected mortgages, deeds, or instruments executed for the purpose of perfecting the title
to real or personal property, specifically, but not limited to, corrections of maturity dates
thereof, and deeds and other instruments or conveyances,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-22-1.htm - 9K - Match Info - Similar pages
10A-5-2.01
Section 10A-5-2.01 Formation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. One or more persons may form a limited liability company by filing a certificate
of formation for the limited liability company with the judge of probate of the county in
which the initial registered office of the limited liability company is located pursuant to
Article 3 of Chapter 1. (Acts 1993, No. 93-724, p. 1425, §9; Act 97-920, 1st Ex. Sess., p.
312, §1; §10-12-9; amended and renumbered by Act 2009-513, p. 967, §218.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-2.01.htm - 862 bytes - Match Info - Similar pages
10A-5-2.03
Section 10A-5-2.03 Amendment of certificate of formation. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) The certificate of formation may be amended
by delivering the amendment to the judge of probate in whose office the certificate of formation
is filed. The amendment shall set forth: (1) The name of the limited liability company. (2)
The date of filing of the certificate of formation. (3) The amendment(s). (b) Within 30 days
after the happening of any of the following events, an amendment to the certificate of formation
shall be filed to reflect the occurrence of such event or events: (1) There is a change in
the name of the limited liability company. (2) There is a false or erroneous statement in
the certificate of formation. (3) There is a change in the period of duration of the limited
liability company stated in the certificate of formation. (4) The members desire to make a
change in any other statement in the certificate of formation to...
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