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10A-5-1.02
Section 10A-5-1.02 Definitions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. As used in this chapter, unless the context otherwise requires, the following
terms mean: (1) ARTICLES OF ORGANIZATION. The filing instrument provided for by Section 10A-5-2.01,
or, if it has been amended or restated, as most recently amended or restated. In the case
of a foreign limited liability company, the term includes all documents serving a similar
function that are required to be filed to form the limited liability company in the state
or other jurisdiction where it is organized. The term articles of organization as used in
this chapter is synonymous with the term certificate of formation as defined in Section 10A-1-1.03(6).
In this chapter, the use of the term certificate of formation shall be deemed to include articles
of organization, and vice-versa. Together with the operating agreement, the articles of organization
or certificate of formation of a limited...
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10A-2A-1.20
Section 10A-2A-1.20 Requirements for filing instruments; extrinsic facts. (a) Whenever any
filing instrument is to be filed with the Secretary of State or in accordance with this chapter,
such instrument shall be executed as follows: (1) Except as provided in subsection (a)(3),
the certificate of incorporation, and any other instrument to be filed before the election
of the initial board of directors if the initial directors were not named in the certificate
of incorporation, shall be signed by the incorporator or incorporators or the successors and
assigns of the incorporator or incorporators. If any incorporator is not available then any
other instrument may be signed, with the same effect as if the incorporator had signed it,
by any person for whom or on whose behalf the incorporator, in executing the certificate of
incorporation, was acting directly or indirectly as employee or agent, provided that the other
instrument shall state that the incorporator is not available and the...
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10A-9A-10.08
Section 10A-9A-10.08 Filings required for merger; effective date. THIS SECTION WAS AMENDED
BY ACT 2019-94 IN THE 2019 REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE
CURRENT CODE SUPPLEMENT. (a) After each constituent organization has approved the plan of
merger, a statement of merger must be signed on behalf of: (1) each constituent limited partnership,
as provided in Section 10A-9A-2.03(a); and (2) each other constituent organization, as provided
by its governing statute. (b) A statement of merger under this section must include: (1) the
name, type of organization, and mailing address of the principal office of each constituent
organization, the jurisdiction of the governing statute of each constituent organization,
and the respective unique identifying numbers or other designations as assigned by the Secretary
of State, if any, of each constituent organization; (2) the name, type of organization, and
mailing address of the principal office of the surviving...
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40-14A-27
Section 40-14A-27 Dissolution, etc., of corporations or limited liability entities. Whenever
a corporation or a limited liability entity organized under the laws of this state is dissolved,
terminated, liquidated, or otherwise wound-up, by an agreement or notice of the stockholders
or owners of the limited liability entity filed in the office of the judge of probate of the
county wherein the corporation or limited liability entity was organized, the judge of probate
shall at once give notice to the department and Secretary of State of the dissolution event,
with the name of the taxpayer and the date of dissolution, termination, liquidation, or other
winding-up. When a dissolution of a corporation or limited liability entity organized under
the laws of this state takes place by judgment of a court, upon the filing of a complaint
under the laws of this state by the creditors, stockholders, the owners of the limited liability
entity, or others, the clerk of the court shall at once notify...
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40-14A-37
Section 40-14A-37 (Repealed for taxable years beginning on or after January 1, 2002.) Dissolution,
etc., of corporations. Whenever a corporation organized or incorporated under the laws of
this state is dissolved, terminated, liquidated, or otherwise wound-up, by an agreement of
the stockholders filed in the office of the judge of probate of the county wherein the corporation
was organized, the judge of probate shall at once give notice to the department and Secretary
of State of the dissolution event, with name of the taxpayer and the date of dissolution,
termination, liquidation, or other winding-up. When a dissolution of a corporation organized
or incorporated under the laws of this state takes place by judgment of a court, upon the
filing of a complaint under the laws of this state by the creditors, stockholders, or others,
the clerk of the court shall at once notify the department and Secretary of State of such
dissolution, termination, liquidation, or other winding up. In any...
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10A-5-9.02
Section 10A-5-9.02 Requirements for articles of merger; effective date. REPEALED IN THE 2014
REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) If a domestic limited liability
company is merging under this chapter, the domestic limited liability company or other business
entity surviving or resulting from the merger shall file articles of merger in the Office
of the Secretary of State. If a domestic limited liability company is filing the articles
of merger, the articles of merger shall be signed by at least one member of the domestic limited
liability company, and if another business entity is filing the articles of merger, the articles
of merger shall be signed by a person authorized by the other business entity. The articles
of merger shall state all of the following: (1) The name, jurisdiction, and date of formation
or organization of each of the domestic limited liability companies or other business entities
that are to merge. (2) That an agreement of merger has been...
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11-88-4
Section 11-88-4 Filing of certificate of incorporation, copy of resolution of county governing
body, etc., with probate judge; contents and execution of certificate of incorporation; entry
of order by probate judge requiring recordation of certificate of incorporation, etc.; notification
of Secretary of State of recordation of certificate of incorporation. (a) Within 40 days following
the adoption of a resolution in accordance with Section 11-88-3, the applicants, or not less
than three of the applicants, shall proceed to incorporate an authority by filing for record
in the office of the judge of probate of the determining county 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 provided in this section. (b) The certificate of
incorporation of the authority shall state: (1) The names of the persons forming the authority,
together with the residence of each, and that...
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10A-8A-8.07
Section 10A-8A-8.07 Other claims against dissolved partnership. Notwithstanding Sections 10A-1-9.01
and 10A-1-9.22: (a) A dissolved partnership may publish notice of its dissolution and request
that persons with claims against the dissolved partnership present them in accordance with
the notice. (b) The notice authorized by subsection (a) must: (1) be published at least one
time in a newspaper of general circulation in the county in which the dissolved partnership's
principal office in this state is located, and if none, was last located; (2) describe the
information that must be included in a claim and provide a mailing address to which the claim
is to be sent; (3) state that if not sooner barred, a claim against the dissolved partnership
will be barred unless a proceeding to enforce the claim is commenced within two years after
the publication of the notice; and (4) unless the partnership has been throughout its existence
a limited liability partnership, state that the barring of a...
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17-4-60
Section 17-4-60 Implementation of federal acts. (a) The Secretary of State shall be the primary
state official for federal contact for the implementation of the National Voter Registration
Act of 1993 and the Help America Vote Act of 2002. (b) The State Department of Public Safety
shall integrate voter registration into driver's license application and renewal or updating
procedures and shall coordinate its driver's license database with the state voter registration
list and the Social Security Administration's database in accordance with the Help America
Vote Act of 2002. (c) The state through the Secretary of State's office shall allow citizens
to register to vote by mail. The voter registration application may be designed by the Secretary
of State provided it meets the requirements of the National Voter Registration Act of 1993.
The Secretary of State may, however, choose to use federally prescribed forms. (d) State agencies
which provide food stamps, Medicaid, services related to...
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25-4-142
Section 25-4-142 Employment Security Administration Fund; Special Employment Security Administration
Fund; replacement of certain funds. (a) There shall be in the State Treasury a fund to be
known as the Employment Security Administration Fund. All moneys which are deposited or paid
into this fund are hereby appropriated and made available to the secretary for expenditure
in accordance with the provisions of this chapter, and shall not lapse at any time or be transferred
to any other fund. All moneys in this fund, which are received from the federal government
or any agency thereof, or which are appropriated by this state for the administration of this
chapter, except money received pursuant to the provisions of subdivision (6) of Section 25-4-30,
shall be expended solely for the purposes and in the amounts found necessary by the authorized
cooperating federal agencies for the proper and efficient administration of this chapter.
The fund shall consist of all moneys appropriated by this...
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