Code of Alabama

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10A-5A-2.06
Section 10A-5A-2.06 Certificate of existence or qualification. (a) The Secretary of
State, upon request and payment of the requisite fee, shall furnish to any person a certificate
of existence for a limited liability company if the writings filed in the office of the Secretary
of State show that the limited liability company has been formed under the laws of this state.
A certificate of existence shall reflect only the information on file with the Secretary of
State. A certificate of existence must state: (1) the limited liability company's name; (2)
that the limited liability company was formed under the laws of this state, the date of formation,
and the filing office in which the certificate of formation was filed; (3) whether the limited
liability company has delivered to the Secretary of State for filing a statement of dissolution;
(4) whether the limited liability company has delivered to the Secretary of State for filing
a certificate of reinstatement; (5) the unique identifying...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-2.06.htm - 3K - Match Info - Similar pages

10A-10-1.15
Section 10A-10-1.15 Merger. (a) For purposes of this section, the following words
shall have the respective meanings ascribed to them: (1) ALABAMA REAL ESTATE INVESTMENT TRUST.
A real estate investment trust organized in compliance with the provisions of this chapter.
(2) BUSINESS TRUST. a. An entity described in Section 10A-16-1.01. b. An unincorporated
trust or association, including an Alabama real estate investment trust, a common-law trust,
or a Massachusetts trust, which is engaged in business and in which property is acquired,
held, managed, administered, controlled, invested, or disposed of for the benefit and profit
of any person who may become a holder of a transferable unit of beneficial interest in the
trust. (3) DOMESTIC LIMITED LIABILITY COMPANY. A limited liability company as defined under
the Alabama Limited Liability Company Law. (4) DOMESTIC LIMITED PARTNERSHIP. A limited partnership
as defined under the Alabama Limited Partnership Law. (5) FOREIGN BUSINESS TRUST. A...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-10-1.15.htm - 10K - 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...
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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...
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27-60-2
Section 27-60-2 Interstate Insurance Product Regulation Compact. The State of Alabama
hereby agrees to the following interstate compact known as the Interstate Insurance Product
Regulation Compact: ARTICLE I. PURPOSES. The purposes of this compact are, through means of
joint and cooperative action among the compacting states: 1. To promote and protect the interest
of consumers of individual and group annuity, life insurance, disability income, and long-term
care insurance products; 2. To develop uniform standards for insurance products covered under
the compact; 3. To establish a central clearinghouse to receive and provide prompt review
of insurance products covered under the compact and, in certain cases, advertisements related
thereto, submitted by insurers authorized to do business in one or more compacting states;
4. To give appropriate regulatory approval to those product filings and advertisements satisfying
the applicable uniform standard; 5. To improve coordination of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-60-2.htm - 45K - Match Info - Similar pages

10A-9A-2.06
Section 10A-9A-2.06 Certificate of existence or authorization. (a) The Secretary of
State, upon request and payment of the requisite fee, shall furnish to any person a certificate
of existence for a limited partnership if the writings filed in the office of the Secretary
of State show that the limited partnership has been formed under the laws of this state. A
certificate of existence shall reflect only the information on file with the Secretary of
State. To the extent writings have been delivered to the Secretary of State, the certificate
of existence must state: (1) the limited partnership's name; (2) that the limited partnership
was formed under the laws of this state, the date of formation, and the filing office in which
the certificate of formation was filed; (3) whether a statement of dissolution of the limited
partnership has been delivered to the Secretary of State for filing; (4) whether the limited
partnership has delivered to the Secretary of State for filing a certificate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-2.06.htm - 3K - Match Info - Similar pages

10A-5-7.06
Section 10A-5-7.06 Articles of dissolution. REPEALED IN THE 2014 REGULAR SESSION BY
ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) After the dissolution of the limited liability
company pursuant to Section 10A-5-7.01, the limited liability company shall file articles
of dissolution in the office of the judge of probate of the county in which the certificate
of formation was filed. The articles of dissolution shall set forth: (1) The name of the limited
liability company. (2) The date of filing its certificate of formation. (3) The reason for
filing the articles of dissolution. (4) The effective date of the articles of dissolution,
which shall be a date certain, if they are not to be effective immediately. (5) Any other
information the members or managers filing the articles deem appropriate. (b) The articles
of dissolution and two copies shall be delivered to the judge of probate. If the judge of
probate finds that the articles of dissolution conform to law and that all fees prescribed
in...
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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-5A-2.01
Section 10A-5A-2.01 Formation. (a) In order to form a limited liability company, one
or more organizers must execute a certificate of formation and deliver it for filing to the
filing officer provided for in subsection (e). Notwithstanding Section 10A-1-3.05,
the certificate of formation shall set forth: (1) the name of the limited liability company,
which must comply with Article 5 of Chapter 1; (2) the address of the registered office required
by Article 5 of Chapter 1; (3) the name of the registered agent at the registered office required
by Article 5 of Chapter 1; (4) a statement that there is at least one member of the limited
liability company; (5) if applicable, a statement as provided in Section 10A-5A-11.02(b)(3);
and (6) any other matters the members determine to include therein. (b) A limited liability
company is formed when its certificate of formation becomes effective in accordance with Article
4 of Chapter 1. (c) The fact that a certificate of formation has been filed...
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