Usa Alabama

USA Statutes : alabama
Title : Title 10 CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS.
Chapter : Chapter 15 Alabama Business Entities Conversion and Merger Act.
Section 10-15-1

Section 10-15-1
Short title.

This chapter shall be known and may be cited as the Alabama Business Entities Conversion and Merger Act.



(Act 2000-211, p. 279, §7.)Section 10-15-2

Section 10-15-2
Definitions.

In this chapter, unless the context clearly indicates otherwise, the following terms have the following definitions:

(1) ALABAMA BUSINESS CORPORATION ACT. Chapter 2B (commencing with Section 10-2B-1.01) of this title, or successor Alabama law.

(2) BUSINESS ENTITY or DOMESTIC BUSINESS ENTITY. A corporation, limited liability company, general partnership, limited partnership, registered limited liability partnership, real estate investment trust, or other entity to engage in business for profit, having one or more equity owners, existing under the law of the State of Alabama.

(3) CORPORATION or DOMESTIC CORPORATION. A corporation existing under the Alabama Business Corporation Act, or predecessor or successor Alabama law. Corporation includes business entities to which the Alabama Business Corporation Act applies pursuant to Section 10-2B-1.01(b), or predecessor or successor law, including banks, trust companies, savings and loan associations, insurance companies, public utilities, and railroad companies. Corporation also includes for-profit professional corporations existing under Chapter 4 of this title, to which the Alabama Business Corporation Act applies pursuant to Section 10-4-381, and unincorporated professional associations existing under Chapter 10 of this title, to which the Alabama Business Corporation Act applies pursuant to Section 10-10-2(a).

(4) EQUITY OWNER. Any person having an ownership interest, including a profit sharing interest, in a business entity. Equity owner includes:

a. With respect to a foreign or domestic corporation or real estate investment trust, a shareholder.

b. With respect to a foreign or domestic partnership, a partner.

c. With respect to a foreign or domestic limited liability company, a member.

(5) EQUITY OWNER WITH LIMITED LIABILITY PROTECTION. Includes any person who has an interest in a business entity as a shareholder of a corporation or real estate investment trust, limited liability company member, general partner of a registered limited liability partnership, or a limited partner of a limited partnership.

(6) EQUITY OWNER WITHOUT LIMITED LIABILITY PROTECTION. Includes a general partner of a general or limited partnership.

(7) FOREIGN BUSINESS ENTITY. A corporation, limited liability company, general partnership, limited partnership, registered limited liability partnership, real estate investment trust, or other entity to engage in business for profit, having one or more equity owners, existing under the law of another jurisdiction.

(8) FOREIGN CORPORATION. A corporation existing under the law of another jurisdiction.

(9) FOREIGN GENERAL PARTNERSHIP. A general partnership existing under the law of another jurisdiction, and includes a foreign registered limited liability partnership.

(10) FOREIGN LIMITED LIABILITY COMPANY. A limited liability company existing under the law of another jurisdiction.

(11) FOREIGN LIMITED PARTNERSHIP. A limited partnership existing under the law of another jurisdiction.

(12) FOREIGN REAL ESTATE INVESTMENT TRUST. A real estate investment trust existing under the law of another jurisdiction.

(13) FORMATION DOCUMENT. Any document, such as, but not limited to, articles or certificate of incorporation, certificate of limited partnership, articles of organization of a limited liability company, or declaration of trust of a real estate investment trust, required by law to be filed publicly for the formation of a business entity. In the case of a business entity resulting from merger, the articles of merger shall constitute the formation document. In the case of a business entity created by the Legislature, the legislative act creating such entity shall constitute the formation document, and reference to such act shall suffice as a statement of the public office where such formation document is filed.

(14) GENERAL PARTNER. A general partner in a limited partnership or foreign limited partnership or a general partner in general partnership, including a registered limited liability partnership, or a foreign general partnership, including a foreign registered limited liability partnership.

(15) GENERAL PARTNERSHIP or DOMESTIC GENERAL PARTNERSHIP. An association of two or more persons to carry on as co-owners a business for profit existing under Chapter 8A of this title, the Alabama Uniform Partnership Act 1996, or predecessor or successor Alabama law. General partnership includes a registered limited liability partnership governed by Article 10 of Chapter 8A of this title.

(16) LIMITED LIABILITY COMPANY or DOMESTIC LIMITED LIABILITY COMPANY. A limited liability company existing under Chapter 12 of this title, the Alabama Limited Liability Company Act, or predecessor or successor Alabama law.

(17) LIMITED PARTNER. A limited partner in a limited partnership or foreign limited partnership.

(18) LIMITED PARTNERSHIP or DOMESTIC LIMITED PARTNERSHIP. A limited partnership existing under Chapter 9B of this title, the Alabama Limited Partnership Act of 1997, or predecessor or successor Alabama law.

(19) MEMBER. A person reflected in the required records of a limited liability company or foreign limited liability company as the owner of some governance rights of a membership interest in the limited liability company or foreign limited liability company.

(20) PARTNER. Includes both a general partner and a limited partner.

(21) PARTNERSHIP. A general partnership, including a registered limited liability partnership, or a limited partnership.

(22) REAL ESTATE INVESTMENT TRUST or DOMESTIC REAL ESTATE INVESTMENT TRUST. A real estate investment trust existing under Chapter 13 of this title, the Alabama Real Estate Investment Trust Act, or predecessor or successor Alabama law.

(23) SHAREHOLDER. The person in whose name the units into which proprietary interests in a domestic or foreign corporation are divided as registered in the records of the domestic or foreign corporation, or the beneficial owner of such units, to the extent of the rights granted by a nominee certificate on file with a domestic or foreign corporation, or the holder of a transferable unit of beneficial interest in a domestic or foreign real estate investment trust.

(24) TERMINATION DOCUMENT. Any document, such as articles of dissolution in the case of a corporation, or certificate of cancellation in the case of a limited partnership, required by law to be filed publicly with respect to the end of a business entity's existence. In the case of a business entity whose separate existence ceases as a result of a merger, the articles of merger shall constitute the termination document.



(Act 2000-211, p. 279, §1.)Section 10-15-3

Section 10-15-3
Conversions of business entities; documentation and filing requirements; effective date of conversion; effects of conversion.

(a) A conversion of the following business entities may be accomplished as provided in this section:

(1) CORPORATIONS.

a. A corporation may be converted to any other form of business entity pursuant to this subsection.

b. The terms and conditions of a conversion of a corporation to another business entity must be approved by all of the corporation's shareholders except as otherwise provided in the corporation's articles of incorporation; but in no case may the vote required for shareholder approval be set at less than a majority of the votes entitled to be cast by each voting group entitled by law to vote separately on the conversion. If the articles of incorporation provide for approval of a conversion by less than all of a corporation's shareholders, approval of the conversion shall constitute corporate action subject to dissenter's rights pursuant to Article 13 of the Alabama Business Corporation Act. No conversion of a corporation to a general or limited partnership may be effected without the consent in writing of each shareholder who is to be a general partner in the resulting business entity, notwithstanding any provision in the articles of incorporation of the converting corporation providing for less than unanimous shareholder approval for such conversion.

(2) LIMITED PARTNERSHIPS.

a. A limited partnership may be converted to any other form of business entity pursuant to this subsection.

b. The terms and conditions of a conversion of a limited partnership to another business entity must be approved by all of the partners or as otherwise provided in the partnership agreement. No conversion of a limited partnership to a general partnership may be effected without the consent in writing of each limited partner who is to be a general partner in the resulting business entity, notwithstanding any provision in the limited partnership agreement of the converting limited partnership providing for approval of such conversion by less than all partners.

(3) LIMITED LIABILITY COMPANIES.

a. A limited liability company may be converted to any other form of business entity pursuant to this subsection.

b. The terms and conditions of a conversion of a limited liability company to another business entity must be approved by all of the limited liability company's members or as otherwise provided in the limited liability company's articles of organization or operating agreement. No conversion of a limited liability company to a general or limited partnership may be effected without the consent in writing of each member who is to be a general partner in the resulting entity, notwithstanding any provision in the articles of organization or operating agreement of the converting limited liability company providing for less than unanimous member approval for such conversion.

(4) GENERAL PARTNERSHIPS, INCLUDING REGISTERED LIMITED LIABILITY PARTNERSHIPS.

a. A general partnership, including a registered limited liability partnership, may be converted to any other form of business entity pursuant to this subsection.

b. The terms and conditions of a conversion of a general partnership to another business entity must be approved by all of the partners or as otherwise provided in the partnership agreement. No conversion of a registered limited liability partnership to a general or limited partnership may be effected without the consent in writing of each partner who is to be a general partner without limited liability in the resulting business entity, notwithstanding any provision in the partnership agreement of the converting registered limited liability partnership providing for less than unanimous partner approval for such conversion.

(5) REAL ESTATE INVESTMENT TRUST.

a. A real estate investment trust may be converted to any other form of business entity pursuant to this subsection.

b. The terms and conditions of a conversion of a real estate investment trust to another business entity must be approved by all of the trust's shareholders except as otherwise provided in the trust's declaration of trust; but in no case may the vote required for shareholder approval be set at less than two-thirds of all the votes entitled to be cast. No conversion of a real estate investment trust to a general or limited partnership may be effected without the consent in writing of each shareholder who is to be a general partner in the resulting business entity, notwithstanding any provision in the declaration of trust of the converting real estate investment trust providing for less than unanimous shareholder approval for such conversion.

(6) OTHER BUSINESS ENTITY.

a. Any business entity not otherwise specified in this subsection may be converted to any other form of business entity pursuant to this subsection.

b. The terms and conditions of a conversion of such business entity into any other form of business entity must be approved by all equity owners of the business entity being converted. No conversion of any such business entity shall be effected without the consent in writing of any equity owner with limited liability protection of the converting business entity and who is to become an equity owner without limited liability protection of the resulting business entity.

(b) After the conversion is approved by the shareholders, partners, members, or other equity owners of the converting business entity pursuant to subsection (a), the following documentation and filing requirements apply:

(1) If the conversion is to a corporation, limited liability company, limited partnership, real estate investment trust, or other business entity required to file a formation document, the appropriate formation document for the resulting entity shall be filed in the office in which filing is required for the formation of the resulting entity. In addition to any information or statements otherwise required by law to be included in such formation document, any such formation document shall include the following:

a. A statement that such corporation, limited liability company, limited partnership, real estate investment trust, or other resulting business entity required to file a formation document was converted from another business entity.

b. The former name of the converting entity.

c. The public office where the formation document and termination document, if any, of the converting entity is filed.

d. If the resulting entity is one in which one or more equity owners lack limited liability protection, a statement that each equity owner with limited liability protection of the converting entity who is to become an equity owner without limited liability protection of the resulting entity has consented in writing to the conversion as required by this section.

e. A statement that the conversion was approved pursuant to this section.

(2) If the conversion is to a general partnership or other business entity formed without filing a formation document, no instrument is required to be filed under subdivision (1), but the converting entity must comply with the filing requirements of subdivision (3).

(3) Any converting entity required to file a termination document with respect to the end of its existence shall file such termination document in the office in which such document is required by law to be filed. In addition to any information otherwise required by law to be included in such termination document, such document shall include the following:

a. A statement that the converting entity was converted to another business entity.

b. The name of the business entity to which the converting entity is converted, and the public office where such resulting business entity's formation document, if any, is being filed.

(4) A general partnership, or other business entity not required to file a termination document, converting to another business entity is not required to file any instrument under subdivision (3) but the business entity to which such general partnership or other business entity not required to file a termination document is converted is required to comply with the filing requirements, if any, of subdivision (1).

(c) A conversion takes effect as follows:

(1) If both a formation document and a termination document are required to be filed, upon the filing of the later to be filed of the formation document of the resulting business entity and the termination document of the converting business entity. If any formation document is required to be filed pursuant to subdivision (1) of subsection (b), any termination document required to be filed pursuant to subdivision (3) of subsection (b) shall not be deemed effective until the filing of such formation document.

(2) If only a formation document of the resulting business entity or a termination document of the converted business entity is required to be filed, upon the filing of the formation or termination document.

(3) Upon any delayed effective date if, but only if, each of the following requirements is satisfied:

a. A delayed effective date is specified in both the formation and termination document, if both are required to be filed, but only if the identical date is specified in both documents, or if only a formation document or termination document is required to be filed, a delayed effective date is specified in that document.

b. The formation or termination document, if only one is required, is filed, or the formation and termination documents, if both are required, are filed before the effective date specified.

(4) If a delayed effective date is specified, and the conditions of subdivision (3) are met, the conversion is effective at the close of business, unless a different hour is specified, on that date.

(5) If no formation document or termination document is required to be filed, the conversion takes effect as designated by the converting entity.

(d) Conversion has the following effects:

(1) A limited partnership, general partnership, corporation, limited liability company, real estate investment trust, or other business entity that has been converted pursuant to this chapter is for all purposes the same business entity that existed before the conversion.

(2) All property, real, personal, and mixed owned by the converting business entity; all rights, immunities, and franchises of the converting business entity, of a public as well as a private nature; and all debts or obligations due the converting business entity, are taken and deemed to be transferred and vested in the resulting business entity without the necessity of any deed or other instrument of conveyance to the resulting business entity, without payment and without collection by any filing officer of any deed or other transfer tax or fee. A certified copy of any termination document of the converting entity, or in the case of a converting entity that is not required to file a termination document, a statement containing the information specified in subdivision (3) of subsection (b), may be filed in the real estate records in the office of the judge of probate in any county in which the converting entity owned real property, without payment and without collection by the judge of probate of any deed or other transfer tax or fee. The judge of probate shall, however, be entitled to collect the filing fees prescribed in this chapter. Any such filing shall evidence chain of title, but lack of filing shall not affect the resulting business entity's title to such real property.

(3) The resulting business entity shall be responsible and liable for all the liabilities and obligations of the converting business entity. Neither the rights of creditors, nor any liens upon the property of the converting entity, shall be impaired by the conversion, and an equity owner of the converted business entity shall be liable for all obligations of the converting entity for which the equity owner was personally liable before the conversion.

(4) Any claim existing or any action or proceeding of any kind pending by or against the converting business entity may be prosecuted or continued as if the conversion had not occurred, or the resulting business entity may be substituted in the action or proceeding for the converted business entity.

(5) a. No equity owner with limited liability protection shall, as a result of a conversion, become an equity owner without limited liability protection unless such equity owner with limited liability protection has given approval in writing for such conversion.

b. An equity owner with limited liability protection remains liable, if at all, for an obligation incurred by the converting business entity before the conversion takes effect only to the extent, if any, such equity owner would have been liable if such conversion had not occurred.

c. An equity owner with limited liability protection who becomes an equity owner without limited liability protection is liable for an obligation of the resulting business entity incurred after conversion to the extent provided for by the laws applicable to the resulting business entity.

(6) An equity owner without limited liability protection who as a result of a conversion becomes an equity owner of a resulting business entity with limited liability protection remains liable for an obligation incurred by the converting business entity before the conversion takes effect only to the extent, if any, such equity owner would have been liable if such conversion had not occurred.



(Act 2000-211, p. 279, §2.)Section 10-15-4

Section 10-15-4
Mergers of business entities.

(a) Pursuant to the adoption of an approved plan of merger, a corporation, limited partnership, limited liability company, general partnership, real estate investment trust, or other business entity may merge with any other form of business entity or entities.

(b) A plan of merger shall include the following:

(1) The name of each business entity that is a party to the merger.

(2) The name of the surviving entity into which the other business entity or entities will merge.

(3) The form of business entity of the surviving business entity and the status in the surviving business entity of each equity owner of a business entity that is a party to the merger.

(4) The terms and conditions of the merger.

(5) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving business entity, or into money or other property in whole or part.

(6) The street address of the surviving business entity's principal place of business.

(c) Equity owners shall approve and consent to a plan of merger as follows:

(1) CORPORATIONS. In the case of a corporation that is a party to a merger, the plan of merger shall be approved in accordance with the procedures and by the shareholder vote required by Section 10-2B-11.03, or any successor provision. If the articles of incorporation provide for approval of a merger by less than all of a corporation's shareholders, approval of the merger shall constitute corporate action subject to dissenter's rights pursuant to Article 13 of the Alabama Business Corporation Act, or successor law. No merger of a corporation into a general or limited partnership may be effected without the consent in writing of each shareholder who is to be a general partner in the resulting or surviving business entity, notwithstanding any provision in the articles of incorporation of the corporation that is a party to the merger providing for less than unanimous shareholder approval for such conversion.

(2) LIMITED PARTNERSHIPS. In the case of a limited partnership that is a party to the merger, the plan of merger shall be approved in writing by all of the partners or as otherwise provided in the partnership agreement. No merger of a limited partnership with a general partnership in which the general partnership is the surviving or resulting entity may be effected without the consent in writing of each limited partner who is to be a general partner in the surviving or resulting entity, notwithstanding any provision in the limited partnership agreement of the merging limited partnership providing for approval of such merger by less than all partners.

(3) LIMITED LIABILITY COMPANIES. In the case of a limited liability company that is a party to the merger, the plan of merger shall be approved in writing by all of the limited liability company's members or as otherwise provided in the limited liability company's articles of organization or operating agreement. No merger of a limited liability company with a general or limited partnership that is the surviving or resulting entity may be effected without the consent in writing of each member who is to be a general partner in the surviving or resulting entity, notwithstanding any provision in the articles of organization or operating agreement of the merging limited liability company providing for less than unanimous shareholder approval for a merger.

(4) GENERAL PARTNERSHIPS, INCLUDING REGISTERED LIMITED LIABILITY PARTNERSHIPS. In the case of a general partnership that is a party to the merger, the plan of merger shall be approved in writing by all of the partners or as otherwise provided in the partnership agreement. No merger of a registered limited liability partnership into a general or limited partnership may be effected without the consent in writing of each partner who is to be a general partner without limited liability in the surviving or resulting entity, notwithstanding any provision in the partnership agreement of the registered limited liability partnership providing for less than unanimous partner approval for a merger.

(5) REAL ESTATE INVESTMENT TRUST. In the case of a real estate investment trust that is a party to the merger, the plan of merger shall be approved in writing by all of the trust's shareholders except as otherwise provided in the trust's declaration of trust, but in no case may the vote required for shareholder approval be set at less than two-thirds of all the votes entitled to be cast. No merger of a real estate investment trust with a general or limited partnership that is to be the surviving or resulting entity may be effected without the consent in writing of each shareholder who is to be a general partner in the surviving or resulting business entity.

(6) OTHER BUSINESS ENTITY. In the case of a business entity other than a corporation, limited partnership, limited liability company, general partnership, or real estate investment trust that is a party to the merger, by approval in writing of all of the equity owners of such business entity. No merger of any such business entity shall be effected without the consent in writing of any equity owner with limited liability protection of a business entity that is a party to the merger, and who is to become an equity owner without limited liability protection of the surviving or resulting business entity.

(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan, or if the plan does not provide for amendment or abandonment, in the same manner as required for the approval of the plan of merger originally.

(e) The merger takes effect on the later of the following dates and times:

(1) The filing of the certificate of merger with the Secretary of State.

(2) Any delayed effective date and time specified in the certificate of merger. If a delayed effective date is specified but no time is specified, the merger is effective at the close of business on that day.

(f) The certificate of merger shall include the following:

(1) The names of each of the business entities which are to merge.

(2) The public office where the formation document, if any, of each of the parties to the merger is filed.

(3) A statement that a plan of merger has been approved and executed by each of the business entities which are to merge.

(4) If the surviving or resulting entity is one in which one or more equity owners lack limited liability protection, a statement that each equity owner with limited liability protection of a business entity that is a party to the merger who is to become an equity owner without limited liability protection of the surviving or resulting business entity has consented in writing to the conversion as required by this chapter.

(5) The name of the surviving or resulting business entity.

(6) The date, or date and time, on which the merger becomes effective if it is not to be effective upon the filing of the certificate of merger.

(7) That the plan of merger is on file at a place of business of the surviving or resulting business entity, and shall state the address thereof.

(8) That a copy of the plan of merger will be furnished by the surviving or resulting business entity, on request and without cost, to any equity owner of any business entity which is a party to the merger.

(g) A certificate of merger shall act as a termination document for any business entity which is not the surviving or resulting business entity in the merger.

(h) The certificate of merger shall be filed with the Secretary of State and shall also be recorded in the office of the judge of probate in the county in which the formation document, if any, of each domestic business entity that is a party to such merger is filed. When the certificate is filed with the Secretary of State, the matters covered by the certificate shall be effective as stated therein, and a copy of the certificate certified by the Secretary of State shall be conclusive evidence of the matters covered therein.

(i) The merger of business entities shall have the following effects:

(1) The separate existence of every business entity that is a party to the merger, other than the surviving or resulting business entity, ceases.

(2) All property, real, personal, and mixed owned by each of the merged business entities; all rights, immunities, and franchises of the merged business entities, of a public as well as a private nature; and all debts and obligations due the merged business entities, are taken and deemed to be transferred and vested in the surviving or resulting business entity without the necessity of any deed or other instrument of conveyance to the surviving or resulting business entity and without payment and without collection by any filing officer of any deed or other transfer tax or fee. A certified copy of the certificate of merger may be filed in the real estate records in the office of the judge of probate in any county in which any business entity a party to the merger owned real property, to be recorded without payment and without collection by the judge of probate of any deed or other transfer tax or fee. The judge of probate shall, however, be entitled to collect the filing fees prescribed by Section 12-19-90. Any such filing shall evidence chain of title, but lack of filing does not affect the resulting business entity's title to such real property.

(3) The surviving or resulting business entity shall be responsible and liable for all the liabilities and obligations of the business entities that are parties to the merger; however, neither the rights of creditors nor any liens upon the property of the business entities that are parties to the merger shall be impaired by the merger.

(4) Any claim existing or action or proceeding, of any kind, pending by or against a business entity that is a party to the merger may be prosecuted or continued as if the merger had not occurred, or the surviving or resulting business entity may be substituted as a party to the action or proceeding.

(5) The Secretary of State of this state shall be the agent for service of process in an action or proceeding against a surviving or resulting foreign business entity to enforce an obligation of a domestic business entity that is a party to a merger. The surviving or resulting business entity shall promptly notify the Secretary of State of the mailing address of its chief executive office and any change of address. Upon receipt of process, the Secretary of State shall mail a copy of the process to the surviving or resulting foreign business entity.

(6) a. No equity owner with limited liability protection shall as a result of a merger become an equity owner without limited liability protection unless such equity owner with limited liability protection has given approval in writing for such a merger.

b. An equity owner with limited liability protection remains liable for an obligation incurred prior to the merger by a business entity that ceases to exist as a result of the merger to the extent, if any, such equity owner would have been liable, if at all, under the laws applicable to equity owners of the form of business entity that ceased to exist if such merger had not occurred.

c. An equity owner with limited liability protection of a business entity that is a party to the merger who becomes an equity owner without limited liability protection of the surviving or resulting business entity is liable for an obligation of the surviving or resulting entity incurred after merger to the extent provided for by the laws applicable to the surviving or resulting entity.

(7) An equity owner without limited liability protection of a business entity that ceases to exist as a result of a merger and who as a result of the merger becomes an equity owner with limited liability protection of a surviving or resulting business entity remains liable for an obligation of the business entity that ceases to exist incurred before the merger takes effect.



(Act 2000-211, p. 279, §3.)Section 10-15-5

Section 10-15-5
Nonexclusive application of chapter.

This chapter is not exclusive, but is cumulative to other laws relating to mergers and conversions. Business entities, including corporations, limited partnerships, limited liability companies, general partnerships, real estate investment trusts, and other business entities, may be converted or merged in any other manner provided by law.



(Act 2000-211, p. 279, §4.)Section 10-15-6

Section 10-15-6
Merger with or conversion from or to a foreign business entity.

(a) One or more foreign business entities may merge with one or more domestic business entities, and a foreign business entity may convert to a domestic business entity or a domestic business entity may convert to a foreign business entity if:

(1) The merger or conversion is permitted by the law of the state or country under whose law each foreign business entity is formed and each foreign business entity complies with that law in effecting the merger or conversion.

(2) In the case of a conversion, the foreign business entity complies with subdivision (1) of subsection (b) of Section 10-15-3 if it is the business entity resulting from a conversion, and with subdivision (2) of subsection (b) of Section 10-15-3 if it is the converting business entity.

(3) In the case of a merger, the foreign business entity complies with subsection (f) of Section 10-15-4 if it is the surviving business entity of the merger.

(b) Upon the merger or conversion taking effect, the surviving foreign business entity of a merger and the foreign business entity resulting from a conversion is deemed:

(1) To appoint the Secretary of State as its agent for service of process in a proceeding to enforce any obligation or any dissenter's rights of equity owners of each domestic business entity a party to the merger or conversion.

(2) To agree that it will promptly pay to dissenting equity holders of each domestic business entity that is a party to the merger or conversion the amount, if any, to which they are entitled under Alabama law.



(Act 2000-211, p. 279, §5.)Section 10-15-7

Section 10-15-7
Filing fees.

(a) The judge of probate or the Secretary of State, as the case may be, shall collect the following fees when the documents described in this subsection are delivered to him or her for filing:

DocumentFee for Fee for
State ofProbate
AlabamaJudge
(1) Statement of change of registered agent or registered office or both$5.00No fee
(2) Agent's statement of change of registered office for each affected business entity$5.00No fee
(3) Agent's statement of registrationNo feeNo fee
(4) Certificate of merger or share exchange$50.00$25.00
(5) Any other document required or permitted to be filed by this chapter $5.00 $5.00

(b) When appropriate, two checks shall accompany a document delivered to the judge of probate or the Secretary of State for filing, one payable to the judge of probate for all charges for the judge of probate, and one payable to the State of Alabama covering all charges for the Secretary of State. In the case of any document delivered for filing to the judge of probate accompanied by a check for the charges for the Secretary of State, the check for the Secretary of State shall be forwarded by the judge of probate to the Secretary of State. In the case of any document delivered for filing to the Secretary of State accompanied by a check for the judge of probate, the check for the judge of probate shall be forwarded by the Secretary of State to the judge of probate.

(c) All funds, fees, charges, costs, and collections accruing to or collected by the Office of the Secretary of State under the foregoing provisions of this section or any other fees collected by the Secretary of State relating to this chapter shall be deposited into the State Treasury to the credit of the Secretary of State Corporations Fund except as so provided in subsection (e).

(d) All funds now or hereafter deposited in the State Treasury to the credit of the Secretary of State Corporations Fund shall not be expended for any purpose whatsoever unless the same shall have been allotted and budgeted in accordance with the provisions of Article 4 of Chapter 4 of Title 41, and only in the amounts and for the purposes provided by the Legislature in the general appropriation bill or this section.

(e) Seventy percent of funds collected by the Secretary of State in relation to this chapter during the fiscal year shall be deposited to the credit of the State General Fund.

(f) The fees herein imposed for the office of the judge of probate shall be charged and paid into the appropriate county treasury or to the judge of probate as may be authorized or required by law.

(g) The Secretary of State shall collect a fee each time process is served on him or her under this chapter in an amount prescribed by law or rule of court. The party to a proceeding causing service of process is entitled to recover this fee as costs if he or she prevails in the proceeding.

(h) The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to this chapter:

(1) One dollar ($1) a page for copying; and

(2) Five dollars ($5) for the certificate.

(i) The judge of probate shall collect the following fees for copying and certifying the copy of any filed document relating to this chapter:

(1) One dollar and fifty cents ($1.50) a page for copying; and

(2) One dollar and fifty cents ($1.50) for the certificate.

(j) For business entities created by an act of the Legislature prior to the adoption of the Constitution of Alabama of 1901, or which resulted from a merger or consolidation, all documents required by this chapter to be delivered to the judge of probate for filing shall be delivered to the Secretary of State for filing, all certificates required to be issued by the judge of probate shall be issued by the Secretary of State, and all fees with respect to such filings and issuance of certificates shall be paid to the Secretary of State for the State of Alabama.

(k) For requests of immediate expedition by the Secretary of State regarding document filings, certifications, and certificates in addition to required fees, a ten dollar ($10) surcharge shall be imposed.



(Act 2000-211, p. 279, §6; Act 2001-344, p. 446, §1.)

USA Statutes : alabama