10A-8A-9.10
Section 10A-8A-9.10 Restrictions on approval of mergers, conversions and on relinquishing LLP status. (a) If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that partner's consent to the plan. (b) A statement of cancellation of the statement of limited liability partnership filed in connection with a conversion or merger is ineffective without each partner's written consent to such amendment. (c) A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners. (Act 2018-125, §7.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.10.htm - 1K - Match Info - Similar pages
10A-9A-10.10
Section 10A-9A-10.10 Restrictions on approval of mergers, conversions and on relinquishing LLLP status. (a) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that partner's consent to the plan. (b) An amendment to a certificate of formation which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without each general partner's written consent to such amendment. (c) A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners. (Act 2016-379, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.10.htm - 1K - Match Info - Similar pages
10A-2A-9.01
Section 10A-2A-9.01 Definitions. As used in this Article 9: Notwithstanding Section 10A-1-1.03, as used in this article, unless the context otherwise requires, the following terms have the following meanings: (1) "Converted organization" means the organization into which a converting organization converts pursuant to this article. (2) "Converting corporation" means a converting organization that is a corporation. (3) "Converting organization" means an organization that converts into another organization pursuant to this article. (4) "Governing statute" of an organization means the statute that governs the organization's internal affairs. (5) "Organization" means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; nonprofit corporation; professional corporation; or any other person having a governing statute. The term includes domestic and foreign...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.01.htm - 3K - Match Info - Similar pages
10A-1-8.04
Section 10A-1-8.04 Merger with or conversion from a foreign entity. (a) One or more foreign entities may merge with one or more domestic entities in accordance with Section 10A-1-8.02, and a foreign entity may convert to a domestic entity, or a domestic entity may convert to a foreign entity in accordance with Section 10A-1-8.01 only if: (1) The merger or conversion is permitted by the law of the state or country under whose law each foreign entity is formed and each foreign entity complies with that law in effecting the merger or conversion. (2) In the case of a conversion, the foreign entity complies with the requirements of Section 10A-1-8.01. (3) In the case of a merger, the foreign entity complies with the requirements of Section 10A-1-8.02. (b) Upon the merger or conversion taking effect, the surviving foreign entity of a merger and the foreign converted entity in a conversion is deemed: (1) To consent that service of process in a proceeding to enforce any obligation or any...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.04.htm - 3K - Match Info - Similar pages
10A-2A-11.05
Section 10A-2A-11.05 Merger between parent and subsidiary or between subsidiaries. (a) A domestic or foreign parent entity that owns stock of a corporation which carries at least 90 percent of the voting power of each class and series of the outstanding stock of that subsidiary corporation that has voting power may (i) merge that subsidiary corporation into itself (if it is a corporation, foreign corporation, or eligible entity), (ii) merge that subsidiary corporation into another corporation, foreign corporation, or eligible entity in which the parent entity owns at least 90 percent of the voting power of each class and series of the outstanding stock or eligible interests which have voting power, or (iii) merge itself (if it is a corporation, foreign corporation, or eligible entity) into that subsidiary corporation, in any case without the approval of the board of directors or stockholders of that subsidiary corporation, unless the certificate of incorporation or organizational...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.05.htm - 2K - Match Info - Similar pages
10A-5-9.02
Section 10A-5-9.02 Requirements for articles of merger; effective date. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) If a domestic limited liability company is merging under this chapter, the domestic limited liability company or other business entity surviving or resulting from the merger shall file articles of merger in the Office of the Secretary of State. If a domestic limited liability company is filing the articles of merger, the articles of merger shall be signed by at least one member of the domestic limited liability company, and if another business entity is filing the articles of merger, the articles of merger shall be signed by a person authorized by the other business entity. The articles of merger shall state all of the following: (1) The name, jurisdiction, and date of formation or organization of each of the domestic limited liability companies or other business entities that are to merge. (2) That an agreement of merger has been...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-9.02.htm - 3K - Match Info - Similar pages
7-9A-305
Section 7-9A-305 Law governing perfection and priority of security interests in investment property. (a) Governing law: General rules. Except as otherwise provided in subsection (c), the following rules apply: (1) While a security certificate is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in the certificated security represented thereby. (2) The local law of the issuer's jurisdiction as specified in Section 7-8-110(d) governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in an uncertificated security. (3) The local law of the securities intermediary's jurisdiction as specified in Section 7-8-110(e) governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a security entitlement or securities account. (4) The local law of the commodity intermediary's jurisdiction governs...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/7-9A-305.htm - 3K - Match Info - Similar pages
25-4-51
Section 25-4-51 Rates of contributions, etc., by employers. (a) Contributions. Except as hereinafter provided and subject to the provisions of Section 25-4-54, every employer shall pay contributions, or payments in lieu of contributions, equal to the percentages of wages payable or paid as hereinafter set out, with respect to employment by him. (1) With respect to employment during calendar years after December 31, 1975, every employer who has been liable to the provisions of this chapter during a period of time sufficient to have his rate of contribution determined under the experience rating provisions of Section 25-4-54 shall pay contributions at the rate prescribed thereby. (2) With respect to employment after December 31, 1975, every employer who has not been liable to the provisions of this chapter for a sufficient length of time to have his rate determined under the experience rating provisions of Section 25-4-54 shall pay contributions at the rate of 2.70 percent of such wages...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/25-4-51.htm - 33K - Match Info - Similar pages
30-4-17
Section 30-4-17 Revocation of certain transferable interests in property upon divorce or annulment. (a) In this section, the following terms have the following meanings: (1) DISPOSITION OR APPOINTMENT OF PROPERTY. Includes a transfer of an item of property or any other benefit to a beneficiary designated in a governing instrument. (2) DIVORCE or ANNULMENT. Any divorce or annulment, or any dissolution or declaration of invalidity of a marriage, that would exclude the spouse as a surviving spouse within the meaning of Section 43-8-252. A decree of separation that does not terminate the status of husband and wife is not a divorce for purposes of this section. (3) DIVORCED INDIVIDUAL. An individual whose marriage has been terminated by divorce or annulment. (4) GOVERNING INSTRUMENT. An instrument executed by the divorced individual before the divorce or annulment of his or her marriage to his or her former spouse. (5) RELATIVE OF THE DIVORCED INDIVIDUAL'S FORMER SPOUSE. An individual who...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/30-4-17.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
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