2012 Code of Alabama
Title 10A - ALABAMA BUSINESS AND NONPROFIT ENTITIES CODE.
Chapter 1 - GENERAL PROVISIONS.
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, and a foreign entity may convert to a domestic entity or a domestic entity may convert to a foreign entity 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 subdivision (1) of subsection (b) of Section 10A-1-8.01 if it is the converted entity resulting from a conversion, and with subdivision (2) of subsection (b) of Section 10A-1-8.01 if it is the converting entity.
(3) In the case of a merger, the foreign entity complies with subsection (f) of Section 10A-1-8.02 if it is the surviving entity of the merger.
(b) Upon the merger or conversion taking effect, the surviving foreign entity of a merger and the foreign entity resulting from a conversion is deemed:
(1) To consent that service of process in a proceeding to enforce any obligation or any dissenter's rights of owners of each domestic entity a party to the merger or conversion may be made by registered mail addressed to the principal office of the surviving entity as set forth in the plan of merger or by any method provided by the Alabama Rules of Civil Procedure. Any notice or demand required or permitted by law to be served on the domestic entity may be served on the surviving or resulting foreign entity by registered mail addressed to the principal office of the surviving entity as set forth in the plan of merger or in any other manner similar to the procedure provided by the Alabama Rules of Civil Procedure for the service of process; and
(2) To agree that it will promptly pay to dissenting owners of each domestic 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; §10-15-6; amended and renumbered by Act 2009-513, p. 967, §71.)Disclaimer: These codes may not be the most recent version. Alabama may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
