10A-8A-9.09
Section 10A-8A-9.09 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
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,
other than the surviving organization, are debts, obligations, and other liabilities of the
surviving organization, and neither the rights of...
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11-20-32
Section 11-20-32 Application for authority to incorporate; adoption, etc., of resolution by
governing body authorizing incorporation; incorporation of more than one corporation. Whenever
any number of natural persons, not less than three, shall file with the governing body of
any county of this state an application in writing for authority to incorporate in such county
a public corporation under the provisions of this article, and if it shall be made to appear
to such governing body that each of said persons is a duly qualified elector of and owner
of property in said county and if the governing body of said county shall adopt a resolution
which shall be duly entered upon the minutes of such governing body wherein it shall be found
and determined that it is wise, expedient, necessary or advisable that such a corporation
be formed and that the persons filing said application shall be authorized to proceed to form
such corporation, then said persons shall proceed to organize such...
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11-49A-5
Section 11-49A-5 Certificate of incorporation - Filing; contents; signing and acknowledging;
additional documents; notice to Secretary of State. Within 40 days following the adoption
of an authorizing resolution by the governing body the applicants shall proceed to incorporate
an authority by filing for record in the office of the judge of probate of the county in which
the municipality is located, a certificate of incorporation which shall comply in form and
substance with the requirements of this section and which shall be in the form and executed
in the manner herein provided. The certificate of incorporation of the authority shall state:
(1) The names of the persons forming the authority, and that each of them is a duly qualified
elector of the authorizing municipality; (2) The name of the authority (which shall be "_____
Transit Authority", with the insertion of the name of the authorizing municipality);
(3) The period for the duration of the authority (if the duration is to be...
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11-97-5
Section 11-97-5 Amendments to certificate of incorporation. The certificate of incorporation
of any corporation incorporated under the provisions of this chapter may at any time and from
time to time be amended in the manner provided in this section. The board shall first adopt
a resolution proposing an amendment to the certificate of incorporation which shall be set
forth in full in the said resolution and which amendment may include any matters which might
have been included in the original certificate of incorporation. After the adoption by the
board of a resolution proposing an amendment to the certificate of incorporation of the corporation,
the chairman of the board and the secretary of the corporation shall sign and file a written
application in the name of and on behalf of the corporation, under its seal, with the governing
body of the determining subdivision, requesting such governing body to adopt a resolution
approving the proposed amendment, and accompanied by a certified...
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8-6-140
Section 8-6-140 Definitions. For the purposes of this article, the following words have the
following meanings unless the context otherwise requires: (1) BENEFICIARY FORM. A registration
of a security which indicates the present owner of the security and the intention of the owner
regarding the person who will become the owner of the security upon the death of the owner.
(2) DEVISEE. Any person designated in a will to receive a disposition of real or personal
property. (3) HEIRS. Those persons, including the surviving spouse, who are entitled under
the statutes of intestate succession to the property of a decedent. (4) PERSON. An individual,
a corporation, an organization, or other legal entity. (5) PERSONAL REPRESENTATIVE.
Includes executor, administrator, successor personal representative, special administrator,
and persons who perform substantially the same function under the law governing their status.
(6) PROPERTY. Includes both real and personal property or any interest therein...
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10A-1-8.04
Section 10A-1-8.04 Merger with or conversion from a foreign entity. (a) One or more foreign
entities may merge with one or more domestic entities in accordance with Section 10A-1-8.02,
and a foreign entity may convert to a domestic entity, or a domestic entity may convert to
a foreign entity in accordance with Section 10A-1-8.01 only if: (1) The merger or conversion
is permitted by the law of the state or country under whose law each foreign entity is formed
and each foreign entity complies with that law in effecting the merger or conversion. (2)
In the case of a conversion, the foreign entity complies with the requirements of Section
10A-1-8.01. (3) In the case of a merger, the foreign entity complies with the requirements
of Section 10A-1-8.02. (b) Upon the merger or conversion taking effect, the surviving foreign
entity of a merger and the foreign converted entity in a conversion is deemed: (1) To consent
that service of process in a proceeding to enforce any obligation or any...
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10A-2A-11.04
permitted by Section 10A-2A-10.05, its certificate of incorporation will not be changed; and
(3) each stockholder of the corporation whose stock was outstanding immediately before the
effective date of the merger or stock exchange will hold the same number of shares of stock,
with identical preferences, rights and limitations, immediately after the effective date of
the merger. (i) If as a result of a merger or stock exchange one or more stockholders of a
corporation will have new personal liability with respect to the surviving organization
or the acquiring entity, approval of the plan of merger or stock exchange will be ineffective
without the consent to the plan of merger or stock exchange of the stockholder who will have
new personal liability. A stockholder does not give consent required in this subsection
(i) merely by consenting to a provision in the certification of incorporation, the bylaws,
or an agreement of the stockholders, that allows for a plan of merger or...
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10A-4-5.08
Section 10A-4-5.08 Application to existing corporations. (a) The provisions of this chapter
shall apply to all existing corporations organized under the statute formerly codified as
Article 11 of Chapter 4, Title 10 and repealed by Acts 1983, No. 83-514, effective January
1, 1984; provided, that any professional corporation, or nonprofit corporation, in existence
on December 31, 1983, in which duly licensed medical and dental professionals are shareholders,
or in the case of a nonprofit professional corporation, render medical and dental services,
shall be deemed to be in compliance with Sections 10A-4-2.01 and 10A-4-2.03, as amended, and
other applicable provisions of this chapter. The repeal of a prior act by this chapter shall
not impair, or otherwise affect, the organization or continued existence of an existing domestic
professional corporation nor the right of any foreign professional corporation presently qualified
to render professional services in Alabama to continue to do so...
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11-101A-4
Section 11-101A-4 Incorporation of authority. (a) Within 60 days following the adoption of
the authorizing resolution, or, if there is more than one, the last adopted thereof, the applicants
shall proceed to incorporate an authority by filing for record, in the office of the judge
of probate of the county in which the principal office of the authority is to be located,
a certificate of incorporation complying in form and substance with this action, being in
the form and executed in the manner herein provided and being in the form approved by the
governing body of each authorizing subdivision. (b) In addition to any other provisions required
by this chapter to be included therein, the certificate of incorporation of an authority shall
state: (1) The names of the incorporators, together with the address of the residence of each
thereof, and that each of them is a duly qualified elector of the authorizing subdivision,
or, if there is more than one, at least one thereof. (2) The name of...
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11-60-3
Section 11-60-3 Application for authority to form corporation; adoption of resolution by governing
body authorizing incorporation; execution, acknowledgment, and filing of certificate of incorporation
generally; effect of granting of authority for incorporation upon incorporation of other such
corporations. (a) Whenever any number of natural persons, not less than three, shall file
with the governing body of any municipality of this state an application in writing for authority
to incorporate a public corporation under the provisions of this chapter and shall set forth
in said application a brief description of the project to be acquired or improved by such
corporation and if it shall be made to appear to such governing body that each of said persons
is a duly qualified elector of and owner of property in said municipality and if the governing
body of said municipality shall adopt a resolution which shall be duly entered upon the minutes
of such governing body wherein it shall be found...
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