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10A-5A-10.04
Section 10A-5A-10.04 Effect of conversion. (a) When a conversion takes effect: (1) all
property and contract rights owned by the converting organization, or series thereof, remains
vested in the converted organization without transfer, reversion, or impairment and the title
to any property vested by deed or otherwise in the converting organization shall not revert
or be in any way impaired by reason of the conversion; (2) all debts, obligations, or other
liabilities of the converting organization, or series thereof, continue as debts, obligations,
or other liabilities of the converted organization and neither the rights of creditors, nor
the liens upon the property of the converting organization shall be impaired by the conversion;
(3) an action or proceeding pending by or against the converting organization, or series thereof,
continues as if the conversion had not occurred and the name of the converted entity may,
but need not, be substituted for the name of the converting entity in...
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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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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...
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19-3A-401
Section 19-3A-401 Character of receipts. (a) For purposes of this section, "entity"
means a corporation, partnership, limited liability company, regulated investment company,
real estate investment trust, common trust fund, or any other organization in which a fiduciary
has an interest other than (1) a trust or decedent's estate to which Section 19-3A-402
applies, (2) a business or activity to which Section 19-3A-403 applies, or (3) an asset-backed
security to which Section 19-3A-415 applies. (b) Except as otherwise provided in this
section, a fiduciary shall allocate to income money received from an entity. (c) A
fiduciary shall allocate the following receipts from an entity to principal: (1) Property
other than money except in cases when the fiduciary has the choice to receive dividends or
similar payments either in cash or in the shares or similar ownership interests of the corporation
or other business entity, in which case, the fiduciary shall allocate the receipts to income;
(2)...
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10A-1-3.42
Section 10A-1-3.42 Form and validity of certificates; enforcement of entity's rights;
abbreviations. (a) A certificated ownership interest in a domestic entity may contain an impression
of the seal of the entity, if any. A facsimile of the entity's seal may be printed or lithographed
on the certificate. (b) If a domestic entity is authorized to issue ownership interests of
more than one class or series, each certificate representing ownership interests that is issued
by the entity must conspicuously state on the front or back of the certificate: (1) the designations,
preferences, limitations, and relative rights of the ownership interests of each class or
series to the extent they have been determined and the authority of the governing authority
to make those determinations as to subsequent classes or series; or (2) that the information
required by subsection (1) is stated in the domestic entity's governing documents and that
the domestic entity, on written request to the entity's...
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19-3B-816
Section 19-3B-816 Specific powers of trustee. (a) Without limiting the authority conferred
by Section 19-3B-815, a trustee may: (1) collect trust property and accept or reject
additions to the trust property from a settlor or any other person, including, but not being
limited to, the authority to receive, collect, hold, and retain common or preferred stock
or other interests in the trustee or any related party; (2) acquire or sell property, for
cash or on credit, at public or private sale; (3) exchange, partition, or otherwise change
the character of trust property; (4) deposit trust money in an account in a regulated financial-service
institution; (5) borrow money, with or without security, and mortgage or pledge trust property
for a period within or extending beyond the duration of the trust; (6) with respect to an
interest in a proprietorship, partnership, limited liability company, business trust, corporation,
or other form of business or enterprise, continue the business or other...
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35-12-71
Section 35-12-71 Definitions. As used in this article, unless the context otherwise
requires, the following terms shall have the meanings respectively ascribed to them by this
section: (1) APPARENT OWNER. A person whose name appears on the records of a holder
as the person entitled to property held, issued, or owing by the holder. (2) BUSINESS ASSOCIATION.
A corporation, joint stock company, investment company, partnership, unincorporated association,
joint venture, limited liability company, business trust, trust company, safe deposit company,
financial organization, insurance company, mutual fund, utility, or other business entity
consisting of one or more persons, whether or not for profit. (3) DOMICILE. The state of incorporation
of a corporation and the state of the principal place of business of a holder other than a
corporation. (4) FINANCIAL ORGANIZATION. A savings and loan association, building and loan
association, industrial loan organization, credit union, cooperative bank,...
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23-2-142
Section 23-2-142 Definitions. As used in this article, the following words and terms
shall have the following meanings, respectively, unless the context clearly indicates otherwise:
(1) AUTHORITY. The Alabama Toll Road, Bridge, and Tunnel Authority created by this article,
or any board, body, or commission succeeding to the principal functions thereof or to which
the powers given by this article to the authority shall be given by law. (2) BONDS or TOLL
ROAD, BRIDGE, OR TUNNEL REVENUE BONDS. Bonds of the authority authorized under this article.
(3) CONCESSIONAIRE. A person, firm, corporation, partnership, limited liability company, or
other legal entity described in Section 23-2-144(a)(12) which has been awarded a contract
to construct or operate, or both, a toll road or bridge by the department or the authority.
(4) COST. As applied to a toll road, bridge, or tunnel project, the cost shall include, but
not be limited to, the following: a. The cost of construction, including bridges...
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10A-5-6.04
Section 10A-5-6.04 Death or incompetency of member. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the governing
documents: (1) If a member who is an individual dies or if a court of competent jurisdiction
adjudges a member to be incompetent to manage the member's person or property, the member's
personal representative, conservator, legal representative, heirs, or legatees may exercise
all the member's financial rights for the purpose of settling the member's estate or administering
the member's property, including any power the member had to transfer the membership interest.
(2) If a member is a corporation, limited liability company, trust, general partnership, limited
partnership, registered limited liability partnership, custodianship, or other entity and
is dissolved or terminated, the financial rights of that member may be exercised by the legal
representative or successor of that member. (b) The personal...
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40-14B-1
Section 40-14B-1 Definitions. As used in this chapter, the following terms shall have
the following meanings: (1) AFFILIATE. An affiliate of another person shall include any of
the following: a. A person who directly or indirectly either: 1. Beneficially owns 15 percent
or more of the outstanding voting securities or other voting ownership interests of the other
person, whether through rights, options, convertible interests, or otherwise; or 2. Controls
or holds power to vote 15 percent or more of the outstanding voting securities or other voting
ownership interests of the other person. b. A person owning 15 percent or more of the outstanding
voting securities or other voting ownership interests of which are directly or indirectly
either: 1. Beneficially owned by the other person, whether through rights, options, convertible
interests, or otherwise; or 2. Controlled or held with power to vote by the other person.
c. A partnership or limited liability company in which the other person...
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