|
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 REPEALED IN THE 2014 REGULAR SESSION BY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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-9.01.htm - 1K - Match Info - Similar pages
31-13-3
Section 31-13-3 Definitions. For the purposes of this chapter, the following words shall
have the following meanings: (1) ALIEN. Any person who is not a citizen or national of the
United States, as described in 8 U.S.C. ยง 1101, et seq., and any amendments thereto. (2)
BUSINESS ENTITY. Any person or group of persons employing one or more persons performing or
engaging in any activity, enterprise, profession, or occupation for gain, benefit, advantage,
or livelihood, whether for profit or not for profit. Business entity shall include, but not
be limited to, the following: a. Self-employed individuals, business entities filing articles
of incorporation, partnerships, limited partnerships, limited liability companies, foreign
corporations, foreign limited partnerships, foreign limited liability companies authorized
to transact business in this state, business trusts, and any business entity that registers
with the Secretary of State. b. Any business entity that possesses a business...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/31-13-3.htm - 7K - 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
10A-5-9.02
Section 10A-5-9.02 Requirements for articles of merger; effective date. REPEALED IN
THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) If a domestic limited
liability company is merging under this chapter, the domestic limited liability company or
other business entity surviving or resulting from the merger shall file articles of merger
in the Office of the Secretary of State. If a domestic limited liability company is filing
the articles of merger, the articles of merger shall be signed by at least one member of the
domestic limited liability company, and if another business entity is filing the articles
of merger, the articles of merger shall be signed by a person authorized by the other business
entity. The articles of merger shall state all of the following: (1) The name, jurisdiction,
and date of formation or organization of each of the domestic limited liability companies
or other business entities that are to merge. (2) That an agreement of merger has been...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-9.02.htm - 3K - 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-1-8.02
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.02.htm - 17K - Match Info - Similar pages
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
41-23-213
Section 41-23-213 Grant program; rulemaking authority; Alabama Broadband Accessibility
Fund. (a) The Director of ADECA may establish and administer the broadband accessibility grant
program for the purpose of promoting the deployment and adoption of broadband Internet access
services to unserved areas. By June 26, 2018, the director shall adopt rules and policies
to administer the program and begin to accept applications for grants, and shall adopt such
rules as may be necessary to meet the future needs of the grant program. (b) The program shall
be administered pursuant to policies developed by ADECA in compliance with this article. The
policies shall provide for the awarding of grants to non-governmental entities that are cooperatives,
corporations, limited liability companies, partnerships, or other private business entities
that provide broadband services. Nothing in this article shall expand the authority under
state law of any entity to provide broadband service. (c) There is...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/41-23-213.htm - 9K - Match Info - Similar pages
23-2-144
Section 23-2-144 Powers of the authority. (a) The authority shall have the following
powers: (1) To adopt bylaws for the regulation of its affairs and the conduct of its business.
(2) To adopt an official seal and alter the same at pleasure. (3) To maintain a principal
office and branch offices at the place or places within the state as it may designate. (4)
To sue and be sued in its own name, including suits in tort. (5) With the consent and approval
of the department, to acquire and construct toll road, bridge, or tunnel projects at locations
as the authority may determine to be desirable, practicable, and economically feasible and
to maintain, repair, and operate the projects. (6) To issue toll road, bridge, or tunnel revenue
bonds of the authority for any of its corporate purposes, payable solely from its tolls, other
revenues, and proceeds of the bonds, and to refund its bonds, all as provided in this article.
No bonds issued under the provisions of this article shall constitute a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/23-2-144.htm - 9K - Match Info - Similar pages
16-17A-8
Section 16-17A-8 Powers of authority. (a) An authority shall have and may exercise any
power granted nonprofit corporations under Title 10A, together with all powers incidental
thereto or necessary or desirable to the discharge thereof, including, without limitation,
the following specific powers: (1) To adopt, maintain, and amend bylaws and a corporate seal.
(2) To sue and, subject to the limitations herein, be sued; provided, however, that no authority
entitled to sovereign immunity shall be denied such immunity. (3) To acquire, construct, equip,
and operate those health care facilities it considers necessary or desirable. (4) To enter
into contracts and agreements, borrow money, incur indebtedness, and issue bonds, notes, debt
securities, or any other evidence of indebtedness. (5) To pledge the general credit of the
authority or any revenues or income of the authority to repayment of any of its indebtedness.
(6) To mortgage or pledge its health care facilities or its other assets or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/16-17A-8.htm - 5K - Match Info - Similar pages
|