10A-9A-10.12
Section 10A-9A-10.12 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger. (a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if: (1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under Section 10A-9A-4.02; and (2) at the time the third party enters into the transaction, the third party: (A) does not have notice of the conversion or merger; and (B) reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership. (b) An act of a person that before a conversion or merger became effective was dissociated...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.12.htm - 2K - Match Info - Similar pages
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-5A-10.03
Section 10A-5A-10.03 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-5A-2.04(a) 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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.03.htm - 6K - Match Info - Similar pages
10A-9A-10.04
Section 10A-9A-10.04 Filings required for conversion; 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 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-9A-2.03(a) 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,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.04.htm - 6K - Match Info - Similar pages
27-31B-21
Section 27-31B-21 Conversion to or merger with reciprocal insurer. (a) An association captive insurance company or industrial insured group formed as a stock or mutual corporation may be converted to or merged with and into a reciprocal insurer in accordance with a plan therefor and this section. (b) A plan for this conversion or merger shall satisfy both of the following: (1) Be fair and equitable to the shareholders, in the case of a stock insurer, or the policyholders, in the case of a mutual insurer. (2) Provide for the purchase of the shares of any nonconsenting shareholder of a stock insurer or the policyholder interest of any nonconsenting policyholder of a mutual insurer in substantially the same manner and subject to the same rights and conditions as are accorded a dissenting shareholder under Article 13, commencing with Section 10-2B-13.01, of Chapter 2B of Title 10. (c) A conversion authorized under subsection (a) shall satisfy all of the following: (1) The conversion shall...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-31B-21.htm - 5K - Match Info - Similar pages
10A-2A-11.06
Section 10A-2A-11.06 Statement or merger or stock exchange. (a) After a plan of merger has been adopted and approved as required by this article, then a statement of merger shall be signed by each party to the merger except as provided in Section 10A-2A-11.05(a). The statement of merger must set forth: (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 jurisdiction of the governing statute of the surviving organization, and, if the surviving organization is created...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.06.htm - 6K - Match Info - Similar pages
10A-5A-10.05
Section 10A-5A-10.05 Merger. (a) A limited liability company may merge with one or more other constituent organizations pursuant to this section, Sections 10A-5A-10.06 through 10A-5A-10.08, and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and (3) each of the other organizations complies with its governing statute in effecting the merger. (b) A plan of merger must be in writing and 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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.05.htm - 2K - Match Info - Similar pages
10A-9A-1.11
Section 10A-9A-1.11 Required information. A limited partnership shall maintain the following information: (1) A current list of the full name and last known business or residential street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order. (2) Copies of the filed certificate of formation and all amendments thereto, together with signed copies of any powers of attorney under which any certificate of formation, amendment, or restatement has been signed. (3) Copies of any filed statement of conversion or merger. (4) Copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years. (5) Copies of the then effective partnership agreement and any amendment thereto. (6) Copies of any financial statement of the limited partnership for the three most recent years. (7) Copies of any writing made by the limited partnership during...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-1.11.htm - 2K - Match Info - Similar pages
10A-4-4.02
Section 10A-4-4.02 Merger and conversion. (a) A domestic professional corporation may convert to or merge with another corporation, professional corporation, or another type of entity, domestic or foreign, under the Alabama Business Corporation Law, or may merge with or convert to another type of entity as permitted by Article 8 of Chapter 1. Upon the merger, consolidation, or conversion, if the surviving or new corporation or converted entity, as the case may be, is to render professional services in Alabama, it shall comply with the provisions of this chapter. (b) An unincorporated professional association organized under Article 1 of Chapter 30 may merge or consolidate with a professional corporation organized under this chapter. In the merger, the procedure specified in the Alabama Business Corporation Law shall apply, provided that: (1) The surviving corporation shall be a domestic professional corporation, (2) The following terms, when used in the Alabama Business Corporation Law...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-4-4.02.htm - 2K - Match Info - Similar pages
10A-8A-9.02
Section 10A-8A-9.02 Conversion. (a) An organization other than a partnership may convert to a partnership, and a partnership may convert to an organization other than a partnership pursuant to this section, Sections 10A-8A-9.03 through 10A-8A-9.05, and a plan of conversion, if: (1) the governing statute of the organization that is not a partnership authorizes the conversion; (2) the law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and (3) the converting organization and the converted organization each comply with the governing statute and organizational documents applicable to that organization in effecting the conversion. (b) A plan of conversion must be in writing and must include: (1) 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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.02.htm - 3K - Match Info - Similar pages
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