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10A-5A-10.02
Section 10A-5A-10.02 Action on plan of conversion by converting limited liability company.
(a) Subject to Section 10A-5A-10.09, a plan of conversion must be consented to by all the
members of a converting limited liability company. (b) Subject to Section 10A-5A-10.09 and
any contractual rights, after a conversion is approved, and at any time before a filing is
made under Section 10A-5A-10.03, a converting limited liability company may amend the plan
or abandon the planned conversion: (1) as provided in the plan; and (2) except as prohibited
by the plan, by the same consent as was required to approve the plan. (Act 2014-144, p. 265,
§1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.02.htm - 986 bytes - 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-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-9A-10.03
Section 10A-9A-10.03 Action on plan of conversion by converting limited partnership. (a) Subject
to Section 10A-9A-10.10, a plan of conversion must be consented to by all the partners of
a converting limited partnership. (b) Subject to Section 10A-9A-10.10 and any contractual
rights, after a conversion is approved, and at any time before a filing is made under Section
10A-9A-10.04, a converting limited partnership may amend the plan or abandon the planned conversion:
(1) as provided in the plan; and (2) except as prohibited by the plan, by the same consent
as was required to approve the plan. (Act 2016-379, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.03.htm - 973 bytes - Match Info - Similar pages
10A-5A-10.06
Section 10A-5A-10.06 Action on plan of merger by constituent limited liability company. (a)
Subject to Section 10A-5A-10.09, a plan of merger must be consented to by all the members
of a constituent limited liability company. (b) Subject to Section 10A-5A-10.09 and any contractual
rights, after a merger is approved, and at any time before a filing is made under Section
10A-5A-10.07, a constituent limited liability company 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 2014-144, p. 265, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.06.htm - 967 bytes - Match Info - Similar pages
10A-5A-10.09
Section 10A-5A-10.09 Restrictions on approval of mergers and conversions. (a) If a member of
a converting or constituent limited liability company will have personal liability with respect
to a converted or surviving organization, approval and amendment of a plan of conversion or
plan of merger are ineffective without that member's consent to the plan. (b) A member does
not give the consent required by subsection (a) merely by consenting to a provision of the
limited liability company agreement that permits the limited liability company agreement to
be amended with the consent of fewer than all the members. (Act 2014-144, p. 265, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.09.htm - 963 bytes - Match Info - Similar pages
10A-5A-10.04
Section 10A-5A-10.04 Effect of conversion. (a) When a conversion takes effect: (1) all property
and contract rights owned by the converting organization, or series thereof, remains vested
in the converted organization without transfer, reversion, or impairment and the title to
any property vested by deed or otherwise in the converting organization shall not revert or
be in any way impaired by reason of the conversion; (2) all debts, obligations, or other liabilities
of the converting organization, or series thereof, continue as debts, obligations, or other
liabilities of the converted organization and neither the rights of creditors, nor the liens
upon the property of the converting organization shall be impaired by the conversion; (3)
an action or proceeding pending by or against the converting organization, or series thereof,
continues as if the conversion had not occurred and the name of the converted entity may,
but need not, be substituted for the name of the converting entity in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.04.htm - 4K - 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
10A-8A-9.03
Section 10A-8A-9.03 Action on plan of conversion by converting partnership. (a) Subject to
Section 10A-8A-9.10, a plan of conversion must be consented to by all the partners of a converting
partnership. (b) Subject to Section 10A-8A-9.10 and any contractual rights, after a conversion
is approved, and at any time before a filing is made under Section 10A-8A-9.04, a converting
partnership may amend the plan or abandon the planned conversion: (1) as provided in the plan;
and (2) except as prohibited by the plan, by the same consent as was required to approve the
plan. (Act 2018-125, §7.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.03.htm - 931 bytes - Match Info - Similar pages
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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