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-5A-2.05
Section 10A-5A-2.05 Execution of documents - Unsigned documents. (a) If a person required
by this chapter to sign a writing or deliver a writing to a filing officer for filing under
this chapter does not do so, any other person that is aggrieved by that failure may petition
the designated court, and if none, the circuit court for the county in which the limited liability
company's principal office within this state is located, and if the limited liability company
does not have a principal office within this state then the circuit court for the county in
which the limited liability company's most recent registered office is located, to order:
(1) the person to sign the writing; (2) the person to deliver the writing to the filing officer
for filing; or (3) the filing officer to file the writing unsigned. (b) If a petitioner under
subsection (a) is not the limited liability company or foreign limited liability company to
whom the writing pertains, the petitioner shall make the limited...
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10A-9A-2.03
Section 10A-9A-2.03 Execution of documents. (a) A writing delivered to the Secretary
of State for filing pursuant to this chapter must be signed as provided by this section.
(1) A limited partnership's initial certificate of formation must be signed by all general
partners listed in the certificate of formation. (2) An amendment adding or deleting a statement
that the limited partnership is a limited liability limited partnership must be signed by
all general partners listed in the certificate of formation. (3) An amendment designating
as general partner a person admitted under Section 10A-9A-8.01(c) following the dissociation
of a limited partnership's last general partner must be signed by the person or persons so
designated. (4) Any other amendment must be signed by: (A) at least one general partner; and
(B) each other person designated in the amendment as a new general partner. (5) A restated
certificate of formation must be signed by at least one general partner and, to the extent...

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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...
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9-6-5
Section 9-6-5 Procedure for incorporation. (a) Within 40 days from and after the date
of issuance by the Governor of his executive order authorizing the applicants to proceed to
form a public corporation, as provided in Section 9-6-4, the applicants or not less
than three of the applicants shall proceed to incorporate a public corporation by filing of
record in the office of the Secretary of State a certificate of incorporation which shall
comply in form and substance with the requirements of this section and be executed
in the manner provided in this section. (b) The certificate of incorporation of the
authority shall state: (1) The names of the persons incorporating the authority, together
with their post office addresses and a statement that each of them is a qualified elector
of the State of Alabama; (2) The name of the authority (which shall include the words "environmental
improvement authority"); (3) The location of the principal office of the authority, which
shall be within...
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25-4-134
Section 25-4-134 Procedures for collection of delinquent contribution payments. (a)
Generally. The contributions, interest, and penalties required to be paid under this chapter
shall be a first and prior lien upon all property and rights to property, real or personal,
of any employer subject to this chapter. The lien shall arise at the time the contribution
report, or the payment of the contributions, as the case may be, was due to have been filed
with or made to the Department of Labor. The secretary may file in the office of the judge
of probate of any county in this state a certificate which shall show the name of the department
for which it is filed, the amount and nature of the contributions, interest, and penalties
for which a lien is claimed together with any costs that may have accrued, the name of the
employer against whose property a lien for such contributions, interest, and penalties is
claimed and the date thereof. An error in the certificate of the amount shall not...
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41-10-139
Section 41-10-139 Filing certificate of incorporation with Secretary of State; contents,
execution, recordation, etc. (a) After the date of issuance by the Governor of his executive
order authorizing the applicants to proceed to form a public corporation, as provided in Section
41-10-138, the applicants or not less than three of the applicants shall proceed to incorporate
a public corporation by filing of record in the office of the Secretary of State a certificate
of incorporation which shall comply in form and substance with the requirements of this section
and be executed in the manner provided in this section. (b) The certificate of incorporation
of the authority shall state: (1) The names of the persons incorporating the authority, together
with their post office addresses and a statement that each of them is a qualified elector
of the state; (2) The name of the authority (which shall include the words "historical
preservation authority"); (3) The location of the principal office...
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11-89-4
Section 11-89-4 Filing of certificate of incorporation, copies of resolutions of governing
bodies, etc., with probate judge; contents and execution of certificate of incorporation;
notification of Secretary of State of recordation of certificate of incorporation by probate
judge. (a) Within 40 days following the adoption of an authorizing resolution or, in the event
an application was filed with more than one governing body within 40 days following the adoption
of an authorizing resolution by that governing body that was the last to adopt an authorizing
resolution, but if and only if each other governing body with whom such application was filed
has theretofore adopted an authorizing resolution, the applicants shall proceed to incorporate
a district by filing for record in the office of the judge of probate of the county in which
the principal office of the district is to be located, as specified in the certificate of
incorporation provided for in this section, a certificate of...
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36-4-2
Section 36-4-2 Oaths required to be filed with Secretary of State and Auditor. Such
oaths must, when taken by the Governor, any judge of the Supreme Court, judge of the Court
of Civil Appeals and the Court of Criminal Appeals, judge of the circuit court, Auditor, Treasurer,
Attorney General, district attorney or any other officer whose general duties are not limited
to any one county, unless it is otherwise provided, be filed with the certificate required
by Section 36-4-1 in the office of the Secretary of State and, when taken by the Secretary
of State, must be filed with such certificate in the office of the Auditor. (Code 1852, §112;
Code 1867, §151; Code 1876, §157; Code 1886, §251; Code 1896, §3064; Code 1907, §1477;
Code 1923, §2589; Code 1940, T. 41, §22.)...
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10A-1-5.32
Section 10A-1-5.32 Change by entity of registered office or registered agent. (a) An
entity required to maintain a registered office and registered agent under Section
10A-1-5.31 may change its registered office, its registered agent, or both, by delivering
to the Secretary of State for filing a statement of the change in accordance with the procedures
in Article 4. (b) The statement must contain: (1) the name of the entity; (2) the name of
the entity's registered agent; (3) the street address of the entity's registered agent; (4)
if the change relates to the registered agent, the name of the entity's new registered agent
and the new registered agent's written consent to the appointment, either on the statement
or attached to it; (5) if the change relates to the registered office, the street address
of the entity's new registered office; (6) a recitation that the change specified in the statement
is authorized by the entity; and (7) a recitation that the street address of the...
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