Code of Alabama

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10A-9-3.06
Section 10A-9-3.06 Person erroneously believing self to be limited partner. Repealed by Act
2016-379, §5, effective January 1, 2017. (Act 2009-621, p. 1805, §1.)...
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10-9A-6.04
Section 10-9A-6.04 Person's power to dissociate as general partner; wrongful dissociation.
Repealed by Act 2016-379, §5, effective January 1, 2017. (Act 2009-621, p. 1805, §1.)...

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10A-2-11.01
Section 10A-2-11.01 Merger. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY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
corporations may merge into another corporation if the board of directors of each corporation
adopts and its shareholders, if required by Section 10A-2-11.03, approve a plan of merger.
(b) The plan of merger must set forth: (1) The name of each corporation planning to merge
and the name of the surviving corporation into which each other corporation plans to merge;
(2) The terms and conditions of the merger; and (3) The manner and basis of converting the
shares of each corporation into shares, obligations, or other securities of any other corporation
or into cash or other property in whole or part. (c) The plan of merger may set forth: (1)
Amendments to the articles of incorporation of the surviving corporation;...
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10A-2-11.05
Section 10A-2-11.05 Articles of merger or share exchange. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
After a plan of merger or share exchange is approved by the shareholders, or adopted by the
board of directors if shareholder approval is not required, the surviving or acquiring corporation
shall deliver to the Secretary of State for filing articles of merger or share exchange setting
forth: (1) The plan of merger or share exchange; (2) If shareholder approval was not required,
a statement to that effect; (3) If approval of the shareholders of one or more corporations
party to the merger or share exchange was required: (i) The designation, number of outstanding
shares, and number of votes entitled to be cast by each voting group entitled to vote separately
on the plan as to each corporation; and (ii) Either the total number of votes cast for and
against the plan by each voting group entitled to vote...
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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-5-9.01
Section 10A-5-9.01 Merger and consolidation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) Pursuant to any agreement, a domestic limited liability company
may merge or consolidate with or into one or more limited liability companies or other business
entities formed or organized under the laws of this state, any other state, the United States,
or any foreign jurisdiction, with the domestic limited liability company or the other business
entity being the surviving or resulting domestic limited liability company or other business
entity. Except as otherwise specifically provided for in the operating agreement, a merger
shall be approved by each domestic limited liability company which is to merge by all the
members at the time approval of the merger is voted on. (b) Notwithstanding prior approval,
an agreement of merger may be terminated prior to filing articles of merger with the Secretary
of State or amended pursuant to a provision for the...
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10A-5-9.03
Section 10A-5-9.03 Vesting of certain rights, privileges, powers, property, liabilities, and
duties. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a)
When any merger has become effective under this chapter, for all purposes of the laws of the
state, all the rights, privileges, and powers of each of the domestic limited liability companies
and other business entities that have merged, and all property, real, personal, and mixed,
and all debts due to any of the domestic limited liability companies and other business entities,
as well as all other things and causes of action belonging to each of the domestic limited
liability companies and other business entities, shall be vested in the surviving or resulting
domestic limited liability company or other business entity, and shall thereafter be the property
of the surviving or resulting domestic limited liability company or other business entity
as they were of each of the domestic limited liability...
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10A-8A-7.02
Section 10A-8A-7.02 Power to bind and liability of person dissociated as a partner. (a) For
one year after a person dissociates as a partner without resulting in a dissolution and winding
up of the partnership business or not for profit activity, the partnership, including a surviving
partnership or other surviving entity under Article 9 of this chapter and Article 8 of Chapter
1, is bound by an act of the person dissociated as a partner which would have bound the partnership
under Section 10A-8A-3.01 before dissociation only if at the time of entering into the transaction
the other party: (1) reasonably believed that the person dissociated as a partner was then
a partner and reasonably relied on such belief in entering into the transaction; (2) did not
have notice of the person's dissociation as a partner; and (3) is not deemed to have had knowledge
or notice under Section 10A-8A-1.03. (b) A person dissociated as a partner is liable to the
partnership for any damage caused to the...
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10-14-12
Section 10-14-12 Conversion of membership shares, etc.; merger of employee cooperatives. All
provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1,
2011. (Act 97-949, p. 524, §12.)...
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10-9C-1107
Section 10-9C-1107 Action on plan of merger by constituent limited partnership. All provisions
of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011. (Act
2009-621, p. 1805, §1.)...
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