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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.07.htm - 4K - Match Info - Similar pages
10A-9-11.11
Section 10A-9-11.11 Liability of general partner after conversion or merger. Repealed by Act 2016-379, §5, effective January 1, 2017. (Act 2009-621, p. 1805, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9-11.11.htm - 477 bytes - Match Info - Similar pages
10A-8A-9.08
Section 10A-8A-9.08 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 partnership, as provided in Section 10A-8A-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 organization, the unique identifying number or other designation as assigned by the Secretary of State, if any, of the surviving organization, the jurisdiction...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.08.htm - 5K - Match Info - Similar pages
10A-5A-10.02
Section 10A-5A-10.02 Action on plan of conversion by converting limited liability company. (a) Subject to Section 10A-5A-10.09, a plan of conversion must be consented to by all the members of a converting limited liability company. (b) Subject to Section 10A-5A-10.09 and any contractual rights, after a conversion is approved, and at any time before a filing is made under Section 10A-5A-10.03, a converting limited liability company may amend the plan or abandon the planned conversion: (1) as provided in the plan; and (2) except as prohibited by the plan, by the same consent as was required to approve the plan. (Act 2014-144, p. 265, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.02.htm - 986 bytes - Match Info - Similar pages
10A-5A-10.06
Section 10A-5A-10.06 Action on plan of merger by constituent limited liability company. (a) Subject to Section 10A-5A-10.09, a plan of merger must be consented to by all the members of a constituent limited liability company. (b) Subject to Section 10A-5A-10.09 and any contractual rights, after a merger is approved, and at any time before a filing is made under Section 10A-5A-10.07, a constituent limited liability company may amend the plan or abandon the merger: (1) as provided in the plan; and (2) except as prohibited by the plan, with the same consent as was required to approve the plan. (Act 2014-144, p. 265, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.06.htm - 967 bytes - Match Info - Similar pages
10A-1-3.05
Section 10A-1-3.05 Certificate of formation. Unless provided otherwise in a chapter of this title governing a filing entity: (a) The certificate of formation must state: (1) the name of the filing entity being formed; (2) the type of filing entity being formed; (3) for filing entities other than limited partnerships, the purpose or purposes for which the filing entity is formed, which may be stated to be or include any lawful purpose for that type of entity; (4) the period of duration, if the entity is not formed to exist perpetually; (5) the street address and, if different, the mailing address of the initial registered office of the filing entity and the name of the initial registered agent of the filing entity at the office; (6) the name and address of each: (A) organizer for the filing entity, unless the entity is formed pursuant to a statement of conversion or merger; or (B) general partner, if the filing entity is a limited partnership; (7) if the filing entity is formed pursuant...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-3.05.htm - 2K - Match Info - Similar pages
10A-1-3.06
Section 10A-1-3.06 Filings in case of merger or conversion. Unless provided otherwise in a chapter of this title governing an entity, the formation and existence of a domestic entity that is a converted entity in a conversion or that is to be created pursuant to a plan of merger takes effect and commences on the effectiveness of the conversion or merger, as appropriate. (Act 2009-513, p. 967, §13; Act 2018-125, §1; Act 2019-94, §2.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-3.06.htm - 755 bytes - Match Info - Similar pages
10A-2A-17.03
Section 10A-2A-17.03 Certain amendments and transactions; votes required. (a) Unless the certificate of incorporation requires a greater vote, in addition to any other approval of stockholders required under this chapter, the approval of at least two-thirds of the votes entitled to be cast thereon, and, if any class or series of stock is entitled to vote as a separate group thereon, the approval of at least two-thirds of the votes entitled to be cast by that voting group, shall be required for a corporation that is not a benefit corporation to: (1) amend its certificate of incorporation to include a statement that it is subject to this article; or (2)(i) merge with or into another entity, or effect a conversion, if, as a result of the merger or conversion, the stock of any voting group would become, or be converted into or exchanged for the right to receive, stock of a benefit corporation or stock or interests in an entity subject to provisions of organic law analogous to those in this...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-17.03.htm - 4K - Match Info - Similar pages
10A-5-9.05
Section 10A-5-9.05 Applicability of Article 11 of Chapter 2; merger and conversion provisions to limited liability companies REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. To the extent applicable, the provisions and requirements of Article 11, commencing with Section 10A-2-11.01, of Chapter 2, relating to mergers of corporations, shall apply to mergers between corporations, domestic limited liability companies, and other business entities as defined by this chapter. Domestic limited liability companies and other business entities shall be treated as corporations for the purposes of applying the procedures, requirements, and effects prescribed in that article. (Acts 1993, No. 93-724, p. 1425, §58; §10-12-58; amended and renumbered by Act 2009-513, p. 967, §242.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-9.05.htm - 1K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.08.htm - 4K - Match Info - Similar pages
|