10A-2A-9.13
Section 10A-2A-9.13 Statement of conversion; effectiveness. (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-1-4.01 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; (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 the certificate
of formation and amendments are filed; (C) a statement that the converting organization has
been converted into the converted organization; (D) the name...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.13.htm - 6K - Match Info - Similar pages

10A-5-1.02
Section 10A-5-1.02 Definitions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. As used in this chapter, unless the context otherwise requires, the following
terms mean: (1) ARTICLES OF ORGANIZATION. The filing instrument provided for by Section 10A-5-2.01,
or, if it has been amended or restated, as most recently amended or restated. In the case
of a foreign limited liability company, the term includes all documents serving a similar
function that are required to be filed to form the limited liability company in the state
or other jurisdiction where it is organized. The term articles of organization as used in
this chapter is synonymous with the term certificate of formation as defined in Section 10A-1-1.03(6).
In this chapter, the use of the term certificate of formation shall be deemed to include articles
of organization, and vice-versa. Together with the operating agreement, the articles of organization
or certificate of formation of a limited...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-1.02.htm - 3K - Match Info - Similar pages

10A-5A-2.01
Section 10A-5A-2.01 Formation. (a) In order to form a limited liability company, one or more
organizers must execute a certificate of formation and deliver it for filing to the filing
officer provided for in subsection (e). Notwithstanding Section 10A-1-3.05, the certificate
of formation shall set forth: (1) the name of the limited liability company, which must comply
with Article 5 of Chapter 1; (2) the address of the registered office required by Article
5 of Chapter 1; (3) the name of the registered agent at the registered office required by
Article 5 of Chapter 1; (4) a statement that there is at least one member of the limited liability
company; (5) if applicable, a statement as provided in Section 10A-5A-11.02(b)(3); and (6)
any other matters the members determine to include therein. (b) A limited liability company
is formed when its certificate of formation becomes effective in accordance with Article 4
of Chapter 1. (c) The fact that a certificate of formation has been filed...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-2.01.htm - 2K - Match Info - Similar pages

10A-8A-8.02
Section 10A-8A-8.02 Effect of dissolution. Notwithstanding Section 10A-1-9.12: (a) A dissolved
partnership continues its existence as a partnership but may not carry on any business or
not for profit activity except as is appropriate to wind up and liquidate its business or
not for profit activity, including: (1) collecting its assets; (2) disposing of its properties
that will not be distributed in kind to persons owning transferable interests; (3) discharging
or making provisions for discharging its liabilities; (4) distributing its remaining property
in accordance with Section 10A-8A-8.09; and (5) doing every other act necessary to wind up
and liquidate its business or not for profit activity. (b) In winding up its business or not
for profit activity, a partnership may: (1) deliver to the Secretary of State for filing a
statement of dissolution setting forth: (A) The name of the partnership; (B) If the partnership
has filed a statement of partnership, a statement of not for profit...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-8.02.htm - 3K - Match Info - Similar pages

10A-8A-1.06
Section 10A-8A-1.06 Governing law. (a) Except as otherwise provided in subsections (b), (c),
and (d) of this section, the law of the jurisdiction in which the partnership has its principal
office governs the partnership agreement and the relations among the partners and between
the partners and the partnership. (b) The law of this state governs the (i) internal affairs
of a limited liability partnership, including the relations among the partners and between
the partners and the partnership, (ii) the liability of a partner as a partner for the debts,
obligations, or other liabilities of a limited liability partnership, and (iii) the authority
of the partners of a limited liability partnership. (c) The law of the jurisdiction in which
a foreign limited liability partnership has filed its statement of limited liability partnership
or similar writing governs the (i) internal affairs of that foreign limited liability partnership,
including the relations among the partners and between the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-1.06.htm - 2K - Match Info - Similar pages

11-47-216
Section 11-47-216 Certificate of incorporation of authorities - Form; execution and acknowledgment;
filing with probate judge; recordation by probate judge; amendment. (a) Within 40 days following
the adoption of the most recent authorizing resolution, the applicants shall proceed to incorporate
an authority by filing for record in the office of the judge of probate of the county in which
the principal office of the authority is to be located a certificate of incorporation which
shall comply in form and substance with the requirements of this article and which shall be
in the form and executed in the manner provided in this article and shall also be in the form
theretofore approved by the governing body of each authorizing subdivision. (b) The certificate
of incorporation of the authority shall be signed and acknowledged by the incorporators before
an officer authorized by the laws of the state to take acknowledgment to deeds. When the certificate
of incorporation is filed for...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-47-216.htm - 5K - Match Info - Similar pages

11-57-5
Section 11-57-5 Certificate of incorporation - Filing and recordation. The certificate of incorporation,
having attached thereto a certified copy of the resolution provided for in Section 11-57-3
and a certificate by the Secretary of State that the name proposed for the authority is not
identical with that of any other corporation in the state or so nearly similar thereto as
to lead to confusion and uncertainty, shall be filed in the office of the judge of probate
of any county in which any portion of the municipality is located, who shall forthwith receive
and record the same. When such certificate of incorporation and attached documents have been
so filed, the authority referred to therein shall come into existence and shall constitute
a public corporation and a political subdivision of the state under the name set forth in
such certificate of incorporation, whereupon the authority shall be vested with the rights
and powers granted in this chapter. (Acts 1961, No. 895, p. 1407, §5;...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-57-5.htm - 1K - Match Info - Similar pages

41-10-139
Section 41-10-139 Filing certificate of incorporation with Secretary of State; contents, execution,
recordation, etc. (a) After the date of issuance by the Governor of his executive order authorizing
the applicants to proceed to form a public corporation, as provided in Section 41-10-138,
the applicants or not less than three of the applicants shall proceed to incorporate a public
corporation by filing of record in the office of the Secretary of State a certificate of incorporation
which shall comply in form and substance with the requirements of this section and be executed
in the manner provided in this section. (b) The certificate of incorporation of the authority
shall state: (1) The names of the persons incorporating the authority, together with their
post office addresses and a statement that each of them is a qualified elector of the state;
(2) The name of the authority (which shall include the words "historical preservation
authority"); (3) The location of the principal office...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/41-10-139.htm - 2K - Match Info - Similar pages

22-21-134
Section 22-21-134 Incorporation - Certificate of incorporation - Filing. The certificate of
incorporation, having attached thereto: (1) A certified copy of the resolution provided for
in Section 22-21-133; and (2) A certificate by the Secretary of State of the state that the
name proposed for the authority is not identical with that of any other corporation in the
state, or so nearly similar thereto as to lead to confusion and uncertainty, shall be filed
in the office of the judge of probate of any county in which any portion of the municipality
is located, who shall forthwith receive and record the same. When such certificate of incorporation
and attached documents have been so filed, the authority referred to therein shall come into
existence and shall constitute a public corporation and a political subdivision of the state
under the name set forth in such certificate of incorporation, whereupon the authority shall
be vested with the rights and powers granted in this article. (Acts...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-21-134.htm - 1K - Match Info - Similar pages

11-50-312
Section 11-50-312 Acknowledgment, filing and recordation of certificate of incorporation; amendment
of certificate of corporation formed under this article or under Division 1 of Article 8 of
this chapter. (a) The certificate of incorporation of any corporation organized under this
article shall state: (1) The name of the corporation, which shall be a name indicating the
system or systems for the operation of which the corporation is organized (e.g., "the
waterworks and electric board of the City (or Town) of _____," or "the utilities
board of the City (or Town) of _____"); (2) The location of its principal office and
the post office address thereof; (3) The period for the duration of the corporation (if the
duration is to be perpetual, this fact should be stated); and (4) The objects for which the
corporation is organized. The certificate of incorporation may also contain any provisions
not contrary to law which the incorporators may choose to insert for the regulation and conduct
of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-50-312.htm - 3K - Match Info - Similar pages