Code of Alabama

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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...
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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...
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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,...
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10A-2A-9.14
Section 10A-2A-9.14 Amendment of plan of conversion; abandonment. (a) A plan of conversion
of a converting organization that is a corporation may be amended: (1) in the same manner
as the plan was approved, if the plan does not provide for the manner in which it may be amended;
or (2) in the manner provided in the plan, except that if the plan has been approved by the
stockholders that were entitled to vote on, consent to, or approve of the plan, then those
stockholders are entitled to vote on, consent to, or approve of any amendment of the plan
that will change: (i) the amount or kind of eligible interests or other securities, obligations,
rights to acquire eligible interests or other securities, cash, other property, or any combination
of the foregoing, to be received by any of the stockholders of the converting corporation
under the plan; (ii) the organizational documents of the converted organization that will
be in effect immediately after the conversion becomes effective, except...
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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...
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7-9A-311
Section 7-9A-311 Perfection of security interests in property subject to certain statutes,
regulations, and treaties. (a) Security interest subject to other law. Except as otherwise
provided in subsection (d), the filing of a financing statement is not necessary or effective
to perfect a security interest in property subject to: (1) a statute, regulation, or treaty
of the United States whose requirements for a security interest's obtaining priority over
the rights of a lien creditor with respect to the property preempt Section 7-9A-310(a);
(2) Chapter 8 or Chapter 20 of Title 32 or another statute of this state which provides for
a security interest to be indicated on a certificate of title as a condition or result of
the security interest's obtaining priority over the rights of a lien creditor with respect
to the collateral, or any central filing system created by another statute of this state governing
perfection of a security interest in collateral that is subject to this article;...
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10A-8A-9.05
Section 10A-8A-9.05 Effect of conversion. (a) When a conversion takes effect: (1) all
property and contract rights owned by the converting organization 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 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 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
any pending action or proceeding; (4) except as prohibited by...
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10A-9A-10.05
Section 10A-9A-10.05 Effect of conversion. (a) When a conversion takes effect: (1) all
property and contract rights owned by the converting organization 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 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 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
any pending action or proceeding; (4) except as prohibited...
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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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7-9-302
Section 7-9-302 When filing is required to perfect security interest; security interests
to which filing provisions of this article do not apply. THIS SECTION WAS REPEALED
IN THE 2001 REGULAR SESSION, BY ACT 2001-481, EFFECTIVE JAN. 1, 2002. (1) A financing statement
must be filed to perfect all security interests except the following: (a) A security interest
in collateral in possession of the secured party under Section 7-9-305; (b) A security
interest temporarily perfected in instruments, certificated securities, or documents without
delivery under Section 7-9-304 or in proceeds for a 20-day period under Section
7-9-306; (c) A security interest created by an assignment of a beneficial interest in a trust
or a decedent's estate; (d) A purchase money security interest in consumer goods; but filing
is required for a motor vehicle required to be registered; and fixture filing is required
for priority over conflicting interests in fixtures to the extent provided in Section
7-9-313; (e) An...
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