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10A-5-9.05
Section 10A-5-9.05 Applicability of Article 11 of Chapter 2; merger and conversion provisions
to limited liability companies REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. To the extent applicable, the provisions and requirements of Article 11,
commencing with Section 10A-2-11.01, of Chapter 2, relating to mergers of corporations, shall
apply to mergers between corporations, domestic limited liability companies, and other business
entities as defined by this chapter. Domestic limited liability companies and other business
entities shall be treated as corporations for the purposes of applying the procedures, requirements,
and effects prescribed in that article. (Acts 1993, No. 93-724, p. 1425, §58; §10-12-58;
amended and renumbered by Act 2009-513, p. 967, §242.)...
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10A-1-8.02
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 corporation that is a party to the merger
providing for less than unanimous stockholder approval for the conversion. b. In the case
of a nonprofit corporation that is a party to the merger, a plan of merger must be approved
by all the nonprofit corporation's members entitled to vote thereon, if it is a nonprofit
corporation with members with voting rights, or as otherwise provided...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.02.htm - 17K - Match Info - Similar pages
10-12-55
Section 10-12-55 (Applicable to limited liability companies organized after January 1, 1998,
limited liability companies not electing to come under the pre-1997 changes, and to all limited
liability companies after December 31, 2000.) Requirements for articles of merger; effective
date. All provisions of Title 10 have been repealed or transferred to Title 10A, effective
January 1, 2011. (Acts 1993, No. 93-724, p. 1425, §55; Act 97-920, 1st Ex. Sess., p. 312,
§1.)...
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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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-10-1.15.htm - 10K - Match Info - Similar pages
10A-1-8.01
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 terms and conditions of a plan
of conversion of a nonprofit corporation must be approved by all the nonprofit corporation's
members entitled to vote thereon, if it is a nonprofit corporation with members with voting
rights, or as otherwise provided in the nonprofit...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.01.htm - 18K - Match Info - Similar pages
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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40-9-60
40-9-60 Certificates of exemption for persons or companies exempt from sales, use, and lodging
taxes. (a) All persons or companies, including, but not limited to, those cited in this chapter,
other than governmental entities, which have statutory exemption from the payment of Alabama
sales and use taxes levied in, including, but not limited to, Chapter 23 of this title, or
lodgings taxes levied in Chapter 26 of this title, regardless of the type of transaction or
whether the tangible personal property is subject to sales and use tax or whether the
accommodations are subject to lodgings tax, shall be required to annually obtain a certificate
of exemption from the Department of Revenue. This requirement does not supersede or replace
the provisions of Section 40-9-14.1 or any other provision of statute requiring an entity
to obtain a certificate of exemption. This article only applies to entities that have been
granted a general exemption from sales, use, or lodging taxes. The...
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25-5-293
and insurers operating in Alabama shall, at the secretary's request, provide the secretary
such data as he or she deems necessary to evaluate costs and quality. The data shall be provided
in the form and content to the secretary's specifications and in a manner deemed timely by
the secretary. The secretary may gather from health care claims intermediaries that operate
in Alabama any claims data related to diagnoses and procedures encountered in the treatment
of workers'-compensation-type injury and illness in Alabama. Results from all data
gathered shall be made available to employers or their representatives for use in decisions
regarding the direction of care or to determine appropriateness of reimbursement. (i) Beginning
immediately after May 19, 1992, and to be completed within six months thereafter, the secretary
may engage an independent firm to identify the initial costs for the program. These initial
expenses shall include, but not be limited to, the establishment of a data...
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40-23-260
BEER OR WINE DISTRIBUTOR. A distributor, as licensed by the Alabama Alcoholic Beverage Control
Board, selling or distributing beer or wine in this state. (3) PERSON. Any individual, firm,
partnership, association, corporation, limited liability company, receiver, trustee, or any
other entity. (4) RETAILER. A person or group of persons that have a relationship with each
other as defined in Section 267(b) of the federal Internal Revenue Code whose primary business
is the sale of tangible personal property at retail, including supporting operations
such as warehousing, shipping, and storage of product, and who holds a license pursuant to
Section 40-23-6 or 40-23-66. (5) SELLER. A manufacturer, wholesaler, or distributor of beer,
wine, or tobacco products who sells to a retailer in this state. The term also includes a
wholesale club or warehouse club that sells tobacco under a membership. (c) For the purpose
of enforcing the collection of taxes levied by this chapter, on the sale of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-23-260.htm - 8K - Match Info - Similar pages
8-20-4
carriers. q. To offer any refunds or other types of inducements to any person for the purchase
of new motor vehicles of a certain line make to be sold to the state or any political subdivision
thereof without making the same offer to all other new motor vehicle dealers in the same line
make within the state. r. To release to any outside party, except under subpoena, or as otherwise
required by law or in an administrative, judicial, or arbitration proceeding, any business,
financial, or personal information which may be from time to time provided by the dealer
to the manufacturer, without the express written consent of the dealer. s. To own an interest
in a new motor vehicle dealership, to operate or control a dealership, to make direct sales
or leases of new motor vehicles to the public in Alabama, or to own, operate, or control a
facility for performance of motor vehicle warranty or repair service work, except as follows:
1. The manufacturer or distributor is owning or operating...
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