10A-9A-10.07
Section 10A-9A-10.07 Action on plan of merger by constituent limited partnership. (a) Subject to Section 10A-9A-10.10, a plan of merger must be consented to by all the partners of a constituent limited partnership. (b) Subject to Section 10A-9A-10.10 and any contractual rights, after a merger is approved, and at any time before a filing is made under Section 10A-9A-10.08, a constituent limited partnership may amend the plan or abandon the merger: (1) as provided in the plan; and (2) except as prohibited by the plan, with the same consent as was required to approve the plan. (Act 2016-379, §1.)...
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10A-5A-1.05
Section 10A-5A-1.05 Governing law. (a) The law of this state governs: (1) the organization and internal affairs of a limited liability company, or series thereof; (2) the liability of a member as a member for the debts, obligations, or other liabilities of a limited liability company, or series thereof; (3) the authority of the members and agents of a limited liability company, or series thereof; and (4) the availability and liability of the assets of a series or the limited liability company for the obligations of another series or the limited liability company. (b) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs: (1) the organization and internal affairs of a foreign limited liability company, or series thereof; (2) the liability of a member as a member for the debts, obligations, or other liabilities of a foreign limited liability company, or series thereof; (3) the authority of the members and agents of a foreign limited...
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10A-5A-10.01
Section 10A-5A-10.01 Conversion. (a) An organization other than a limited liability company may convert to a limited liability company, and a limited liability company may convert to an organization other than a limited liability company pursuant to this section, Sections 10A-5A-10.02 through 10A-5A-10.03, and a plan of conversion, if: (1) the governing statute of the organization that is not a limited liability company authorizes the conversion; (2) the law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and (3) the converting organization and the converted organization each comply with the governing statute and organizational documents applicable to that organization in effecting the conversion. (b) A plan of conversion must be in writing and must include: (1) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other...
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10A-1-7.01
Section 10A-1-7.01 Foreign entities required to register. (a)(1) For purposes of this Article 7, the terms register, registering, and registered include (i) a foreign entity other than a foreign limited liability partnership delivering to the Secretary of State for filing an application for registration and the Secretary of State filing the application for registration, and (ii) a foreign limited liability partnership delivering to the Secretary of State for filing a statement of foreign limited liability partnership and the Secretary of State filing the statement of foreign limited liability partnership. (2) For purposes of this Article 7, the term registration includes (i) a filed application for registration and (ii) a filed statement of foreign limited liability partnership. (b) For purposes of this Article 7, the terms transact business and transacting business shall include conducting a business, activity, not for profit activity, and any other activity, whether or not for...
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10A-5-9.03
Section 10A-5-9.03 Vesting of certain rights, privileges, powers, property, liabilities, and duties. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) When any merger has become effective under this chapter, for all purposes of the laws of the state, all the rights, privileges, and powers of each of the domestic limited liability companies and other business entities that have merged, and all property, real, personal, and mixed, and all debts due to any of the domestic limited liability companies and other business entities, as well as all other things and causes of action belonging to each of the domestic limited liability companies and other business entities, shall be vested in the surviving or resulting domestic limited liability company or other business entity, and shall thereafter be the property of the surviving or resulting domestic limited liability company or other business entity as they were of each of the domestic limited liability...
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10A-8A-10.01
Section 10A-8A-10.01 Limited liability partnerships; statements; cancellations. (a) A partnership may be formed as, or may become, a limited liability partnership pursuant to this section. (b) In order to form a limited liability partnership, the original partnership agreement of the partnership shall state that the partnership is formed as a limited liability partnership, and the partnership shall deliver to the Secretary of State for filing a statement of limited liability partnership in accordance with subsection (d) of this section. (c) In order for an existing partnership to become a limited liability partnership, the terms and conditions on which the partnership becomes a limited liability partnership must be approved by the affirmative approval necessary to amend the partnership agreement and, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, also the affirmative approval necessary to amend those provisions, and after...
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10A-9A-1.06
Section 10A-9A-1.06 Governing law. (a) The law of this state governs: (1) the organization and internal affairs of a limited partnership; (2) the liability of a partner as a partner for the debts, obligations, or other liabilities of a limited partnership; and (3) the authority of the partners of a limited partnership. (b) The law of the state or other jurisdiction under which a foreign limited partnership is formed governs: (1) the organization and internal affairs of a foreign limited partnership; (2) the liability of a partner as a partner for the debts, obligations, or other liabilities of a foreign limited partnership; and (3) the authority of the partners of a foreign limited partnership. (Act 2016-379, §1.)...
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10A-2-11.05
Section 10A-2-11.05 Articles of merger or share exchange. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the Secretary of State for filing articles of merger or share exchange setting forth: (1) The plan of merger or share exchange; (2) If shareholder approval was not required, a statement to that effect; (3) If approval of the shareholders of one or more corporations party to the merger or share exchange was required: (i) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and (ii) Either the total number of votes cast for and against the plan by each voting group entitled to vote...
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10A-5-9.04
Section 10A-5-9.04 Recording of articles of merger; effect when Secretary of State files articles; copy of certified articles conclusive evidence of matters. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. The articles of merger required by this chapter to be filed with the Secretary of State shall also be recorded in the office of the judge of probate in the county in which the limited liability company is required to file its certificate of formation and in each county in which a limited liability company which is a party to the merger is required to file its certificate of formation; provided, however, that when the articles are filed by the Secretary of State, the matters covered by the articles shall be effective as stated therein, and a copy of the articles certified by the Secretary of State shall be conclusive evidence of the matters covered therein. (Acts 1993, No. 93-724, p. 1425, §57; §10-12-57; amended and renumbered by Act 2009-513, p....
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10A-1-5.31
Section 10A-1-5.31 Designation and maintenance of registered agent and registered office. (a) Each filing entity and each foreign filing entity with a registration under Article 7, and each general partnership that has an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State in accordance with Chapter 8A, shall designate and continuously maintain in this state: (1) a registered agent; and (2) a registered office. (b) A registered agent: (1) is an agent of the entity on which may be served any process, notice, or demand required or permitted by law to be served on the entity; (2) may be: (A) an individual who is a resident of this state; or (B) a domestic entity or a foreign entity that is registered to transact business in this state; and (3) must maintain a business office at the same address as the entity's registered office. (c) The registered office: (1) must be located at a...
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