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10A-8A-9.02
Section 10A-8A-9.02 Conversion. (a) An organization other than a partnership may convert to
a partnership, and a partnership may convert to an organization other than a partnership pursuant
to this section, Sections 10A-8A-9.03 through 10A-8A-9.05, and a plan of conversion, if: (1)
the governing statute of the organization that is not a partnership 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 designation as assigned by the Secretary
of State, if any, before...
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10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03, as used in this
chapter, unless otherwise specified or unless the context otherwise requires, the following
terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all classes and
series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL STOCKHOLDER
means a person who owns the beneficial interest in stock, which is either a record stockholder
or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any other
documents permitted or required to be delivered for filing by a corporation with the Secretary
of State under this chapter or Chapter 1 that modify, amend, supplement, restate, or replace
the certificate of incorporation. After an amendment of the certificate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.40.htm - 13K - 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...
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10A-9A-10.02
Section 10A-9A-10.02 Conversion. (a) An organization other than a limited partnership may convert
to a limited partnership, and a limited partnership may convert to an organization other than
a limited partnership pursuant to this section, Sections 10A-9A-10.03 through 10A-9A-10.05,
and a plan of conversion, if: (1) the governing statute of the organization that is not a
limited partnership 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 designation as assigned by the...
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10A-2A-11.01
(G) for a professional corporation or foreign professional corporation, its certificate of
incorporation, bylaws, and other agreements among its stockholders that are authorized by
its governing statute, or comparable writings as provided in its governing statute; and (H)
for any other organization, the basic writings that create the organization and determine
its internal governance and the relations among the persons that own it, have an interest
in it, or are members of it. (8) "New personal liability" means personal
liability of a person, resulting from a merger or stock exchange, that is (i) (A) in respect
of an entity which is different from the entity in which the person held stock or eligible
interests immediately before the merger became effective, or (B) in respect of an entity which
is different from the entity in which the person held stock immediately before the stock exchange
became effective; or (ii) in respect of the same entity as the one in which the person held...
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10A-5A-10.08
Section 10A-5A-10.08 Effect of merger. (a) When a merger becomes effective: (1) the surviving
organization continues or, in the case of a surviving organization created pursuant to the
merger, comes into existence; (2) each constituent organization that merges into the surviving
organization ceases to exist as a separate entity; (3) except as provided in the plan of merger,
all property owned by, and every contract right possessed by, each constituent organization,
or series thereof, that ceases to exist vests in the surviving organization without transfer,
reversion, or impairment and the title to any property and contract rights vested by deed
or otherwise in the surviving organization shall not revert, be in any way impaired, or be
deemed to be a transfer by reason of the merger; (4) all debts, obligations, and other liabilities
of each constituent organization, or series thereof, other than the surviving organization,
are debts, obligations, and other liabilities of the surviving...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.08.htm - 5K - Match Info - Similar pages
10A-9A-10.06
Section 10A-9A-10.06 Merger. (a) A limited partnership may merge with one or more other constituent
organizations pursuant to this section, Sections 10A-9A-10.07 through 10A-9A-10.09, and a
plan of merger, if: (1) the governing statute of each of the other organizations authorizes
the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted any
of those governing statutes; and (3) each of the other organizations complies with its governing
statute in effecting the merger. (b) A plan of merger must be in writing and 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 numbers or other designations 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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.06.htm - 2K - Match Info - Similar pages
10A-8A-9.04
Section 10A-8A-9.04 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-8A-2.03 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 of...
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27-31B-2
Section 27-31B-2 Definitions. As used in this chapter, the following terms shall have the following
meanings, unless the context clearly indicates otherwise: (1) AFFILIATED COMPANY. Any company
in the same corporate system as a parent, an industrial insured, or a member organization
by virtue of common ownership, control, operation, or management. (2) ALIEN CAPTIVE INSURANCE
COMPANY. Any insurance company formed to write insurance business for its parents and affiliates
and licensed pursuant to the laws of an alien jurisdiction which imposes statutory or regulatory
standards in a form acceptable to the commissioner on companies transacting the business of
insurance in that jurisdiction. (3) ASSOCIATION. Any legal association of individuals, corporations,
limited liability companies, partnerships, associations, or other entities whereby either
of the following exists: a. The member organizations of which, or the association itself,
whether or not in conjunction with some or all of the...
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10A-2A-11.06
Section 10A-2A-11.06 Statement or merger or stock exchange. (a) After a plan of merger has
been adopted and approved as required by this article, then a statement of merger shall be
signed by each party to the merger except as provided in Section 10A-2A-11.05(a). The statement
of merger must set forth: (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 jurisdiction of the governing statute of the surviving
organization, and, if the surviving organization is created...
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