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10A-2-11.07
Section 10A-2-11.07 Merger or share exchange with foreign corporation. REPEALED IN THE 2019
REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE
SUPPLEMENT. (a) Subject to the limitations of the Constitution of Alabama of 1901, as the
same may be amended from time to time, one or more foreign corporations may merge or enter
into a share exchange with one or more domestic corporations if: (1) In a merger, the merger
is permitted by the law of the state or country under whose law each foreign corporation is
incorporated and each foreign corporation complies with that law in effecting the merger;
(2) In a share exchange, the corporation whose shares will be acquired is a domestic corporation,
whether or not a share exchange is permitted by the law of the state or country under whose
law the acquiring corporation is incorporated; (3) The foreign corporation complies with Section
10A-2-11.05 if it is the surviving corporation of the merger or acquiring...
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10A-2-8.63
Section 10A-2-8.63 Shareholders' action. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Shareholders' action
respecting a transaction is effective for purposes of Section 10A-2-8.61(b)(2) if a majority
of the votes entitled to be cast by the holders of all qualified shares were cast in favor
of the transaction after (1) notice to shareholders describing the director's conflicting
interest transactions, (2) provision of the information referred to in subsection (d), and
(3) required disclosure to the shareholders who voted on the transaction, to the extent the
information was not known by them. (b) For purposes of this section, "qualified shares"
means any shares entitled to vote with respect to the director's conflicting interest transaction
except shares that, to the knowledge, before the vote, of the secretary, or other officer
or agent of the corporation authorized to tabulate votes, are beneficially...
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10A-5-6.06
Section 10A-5-6.06 Cessation of membership. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) A person ceases to be a member of a limited liability company
upon the occurrence of one or more of the following events: (1) The member ceases to be a
member by voluntary act as provided in subsection (d). (2) The member ceases to be a member
of the limited liability company as provided in Section 10A-5-6.03. (3) The member is removed
as a member in either of the following manners: a. In accordance with the operating agreement.
b. Subject to contrary provisions in the operating agreement, when the member assigns all
of the member's interest in the limited liability company, by an affirmative vote of a majority
in number of the members who have not assigned their interests. (b) Subject to contrary provisions
in the operating agreement, or written consent of all members at the time, a person ceases
to be a member upon the occurrence of one or more of the...
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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...
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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-8-2.01
Section 10A-8-2.01 Partnership as entity. REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125
EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (Acts 1996, No. 96-528,
p. 685, §1; §10-8A-201; amended and renumbered by Act 2009-513, p. 967, §250.)...
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10A-8-2.02
Section 10A-8-2.02 Formation of partnership. REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125
EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (Acts 1996, No. 96-528,
p. 685, §1; §10-8A-202; amended and renumbered by Act 2009-513, p. 967, §250.)...
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10A-8-2.03
Section 10A-8-2.03 Partnership property. REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125
EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (Acts 1996, No. 96-528,
p. 685, §1; §10-8A-203; amended and renumbered by Act 2009-513, p. 967, §250.)...
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10A-8-3.01
Section 10A-8-3.01 Partner agent of partnership. REPEALED IN THE 2018 REGULAR SESSION BY ACT
2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (Acts 1996,
No. 96-528, p. 685, §1; §10-8A-301; amended and renumbered by Act 2009-513, p. 967, §252.)...
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10A-8-2.04
Section 10A-8-2.04 When property is partnership property. REPEALED IN THE 2018 REGULAR SESSION
BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (Acts
1996, No. 96-528, p. 685, §1; §10-8A-204; amended and renumbered by Act 2009-513, p. 967,
§250.)...
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