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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10A-9A-10.09
Section 10A-9A-10.09 Effect of merger. 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) 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,...
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10A-1-1.06
Section 10A-1-1.06 Synonymous terms. To the extent not inconsistent with the Constitution of Alabama of 1901, and other statutes of this state wherein the terms may be found, and as the context requires, in this title or any other statute of this state: (1) a reference to certificate of formation includes, in the case of a corporation, articles of incorporation, certificate of incorporation, and charter; in the case of limited partnership, a certificate of limited partnership and a certificate of formation; in the case of a limited liability company, certificate of formation and articles of organization; and in the case of a business trust or a real estate investment trust, declaration of trust and, similarly, a reference to articles of incorporation, certificate of incorporation, charter, certificate of limited partnership, or articles of organization includes a certificate of formation; (2) a reference to articles of dissolution includes statement of dissolution and certificate of...
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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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15-22-1.1
Section 15-22-1.1 Interstate Compact for Adult Offender Supervision. Whereas: The Interstate Compact for the Supervision of Parolees and Probationers was established in 1937, it is the earliest corrections "compact" established among the states and has not been amended since its adoption over 62 years ago; Whereas: This compact is the only vehicle for the controlled movement of adult parolees and probationers across state lines, and it currently has jurisdiction over more than a quarter of a million offenders; Whereas: The complexities of the compact have become more difficult to administer, and many jurisdictions have expanded supervision expectations to include currently unregulated practices such as victim input, victim notification requirements, and sex offender registration; Whereas: After hearings, national surveys, and a detailed study by a task force appointed by the National Institute of Corrections, the overwhelming recommendation has been to amend the document to bring about...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/15-22-1.1.htm - 43K - Match Info - Similar pages
10A-5A-10.07
Section 10A-5A-10.07 Filings required for merger; effective date. (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 liability company, as provided in Section 10A-5A-2.04(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 number or other designation 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 organization, the unique identifying number or other designation as assigned by the Secretary of State, if any, of the surviving organization, 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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27-7-1
Section 27-7-1 Definitions. For the purposes of this chapter, the following terms shall have the meanings respectively ascribed to them by this section: (1) BUSINESS ENTITY. A corporation, association, partnership, limited liability company, limited liability partnership, or other legal entity. (2) COMMISSIONER. The Alabama Commissioner of Insurance. (3) HOME STATE. The District of Columbia and any state or territory of the United States in which an insurance producer maintains his or her principal place of residence or principal place of business and is licensed to act as an insurance producer. (4) INSURANCE. As defined in Section 27-1-2. (5) INSURANCE PRODUCER or PRODUCER. A person required to be licensed under the laws of this state to sell, solicit, or negotiate insurance. (6) INSURER. As defined in Section 27-1-2. For the purposes of this chapter, insurer shall also mean an insurance company licensed pursuant to Chapter 3, commencing with Section 27-3-1 of this title; a health...
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10A-8A-9.04
Section 10A-8A-9.04 Filings required for conversion; effective date. (a) After a plan of conversion is approved: (1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), which statement of conversion must be signed in accordance with Section 10A-8A-2.03 and which must include: (A) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion; (B) the date of the filing of the certificate of formation of the converting organization, if any, and all prior amendments and the filing office or offices, if any, where such is filed; (C) a statement that the converting organization has been converted into the converted organization; (D) the name and type of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.04.htm - 8K - Match Info - Similar pages
10A-2A-11.07
Section 10A-2A-11.07 Effect of merger or stock exchange. (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 liabilities of the surviving organization, and neither...
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