2015 Code of Alabama
Title 10A - ALABAMA BUSINESS AND NONPROFIT ENTITIES CODE.
Chapter 5A - LIMITED LIABILITY COMPANIES.
Article 10 - Conversions and Mergers.
Section 10A-5A-10.03 - Filings required for conversion; effective date.

Section 10A-5A-10.03Filings required for conversion; effective date.

(a) After a plan of conversion is approved:

(1) if the converting organization is an organization formed under 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 of the converting organization;

(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 organization of the converted organization and the jurisdiction of its governing statute;

(E) the street and mailing address of the principal office of the converted organization;

(F) the date the conversion is effective under the governing statute of the converted organization;

(G) a statement that the conversion was approved as required by this chapter;

(H) a statement that the conversion was approved as required by the governing statute of the converted organization; and

(I) if the converted organization is a foreign organization not authorized to conduct activities and affairs in this state, the street and mailing address of an office for the purposes of Section 10A-5A-10.04(b); and

(2) if the converted organization is a limited liability company, the converting organization shall file a certificate of formation in accordance with subsection (d), which certificate of formation must include, in addition to the information required by Section 10A-5A-2.01(a):

(A) a statement that the limited liability company was converted from the converting organization;

(B) the name and type of organization of the converting organization and the jurisdiction of the converting organization's governing statute; and

(C) a statement that the conversion was approved in a manner that complied with the converting organization's governing statute.

(b) A conversion becomes effective:

(1) if the converted organization is a limited liability company, when the certificate of formation takes effect; and

(2) if the converted organization is not a limited liability company, as provided by the governing statute of the converted organization.

(c) If the converting organization is an organization formed under the laws of this state and the converting organization is not an organization described in Section 10A-1-4.02(c)(4), then the converting organization shall file the statement of conversion required under subsection (a)(1) in the office of the judge of probate in the county required by this title for the filing of its organizational documents, if any, and if the organizational documents were not required by this title to be filed in the office of the judge of probate, then the converting organization shall file the statement of conversion required under subsection (a)(1) with the Secretary of State. If the converting organization is an organization formed under the laws of this state and the converting organization is an organization described in Section 10A-1-4.02(c)(4), then the converting organization shall file the statement of conversion required under subsection (a)(1) with the Secretary of State.

(d) If the converted organization is a limited liability company, the converting organization is an organization formed under the laws of this state, and the converting organization is not an organization described in Section 10A-1-4.02(c)(4), then the converting organization shall file the certificate of formation required under subsection (a)(2) with the judge of probate of the county in which a certificate of formation of a limited liability company is filed under this chapter. If the converted organization is a limited liability company, the converting organization is an organization formed under the laws of this state, and the converting organization is an organization described in Section 10A-1-4.02(c)(4), then the converting organization shall file the certificate of formation required under subsection (a)(2) with the Secretary of State. If the converted organization is a limited liability company and the converting organization is not an organization formed under the laws of this state, then the converting organization shall file the certificate of formation required under subsection (a)(2) with the judge of probate of the county in which a certificate of formation of a limited liability company is filed under this chapter.

(e) In the case of a statement of conversion or a certificate of formation that is to be filed with the judge of probate pursuant to subsections (c) and (d), the judge of probate shall within 10 days transmit a certified copy of the statement of conversion or certificate of formation to the Secretary of State, along with the proper fee.

(f) In the case of a statement of conversion that is to be filed with the Secretary of State pursuant to subsection (c):

(1) if the converting organization is, immediately prior to the conversion becoming effective, an organization described in Section 10A-1-4.02(c)(4), but which has a certificate of formation filed with the judge of probate, the Secretary of State shall within 10 days transmit a certified copy of the statement of conversion to the office of the judge of probate in the county in which the certificate of formation for such converting organization was filed along with the proper fee for the probate judge.

(2) if the converting organization is, immediately prior to the conversion becoming effective, an organization described in Section 10A-1-4.02(c)(4), and did not file its certificate of formation with the probate judge, but rather in accordance with Section 10A-1-4.02(c)(4) filed its certificate of formation with the Secretary of State, the Secretary of State shall not transmit a certified copy of the statement of conversion to the office of the judge of probate and shall not collect any fee for the judge of probate.

(3) if the converting organization, immediately prior to the conversion becoming effective, is an organization described in Section 10A-1-4.02(c)(4), but is not required under this title to file its organizational documents with the judge of probate, the Secretary of State shall not transmit a certified copy of the statement of the statement of conversion to the office of the judge of probate and shall not collect any fee for the judge of probate.

(g) In the case of a certificate of formation that is to be filed with the Secretary of State pursuant to subsection (d), the Secretary of State shall not transmit a certified copy of the statement of conversion to the office of the judge of probate and shall not collect any fee for the judge of probate.

(h) After a conversion becomes effective, if the converted organization is a limited liability company, then all filing instruments required to be filed under this title regarding that converted organization shall be filed with the Secretary of State.

(i) If:

(1) the converting organization is a filing entity or a foreign filing entity registered to conduct activities and affairs in this state;

(2) the converted organization will be a filing entity or a foreign filing entity registered to conduct activities and affairs in this state;

(3) the name of the converting organization and the converted organization are to be the same, other than words, phrases, or abbreviations indicating the type of entity; and

(4) the name of the converted organization complies with Division A of Article 5 of Chapter 1 or Section 10A-1-7.07, as the case may be; then notwithstanding Division B of Article 5 of Chapter 1, no name reservation shall be required and the converted organization shall for all purpose of this title be entitled to utilize the name of the converting organization without any further action by the converting organization or the converted organization.

(j) A certified copy of any document required to be filed under this section may be filed in the real estate records in the office of the judge of probate in any county in which the converting organization 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 a filing fee of five dollars ($5). Any such filing shall evidence chain of title, but lack of filing shall not affect the converted organization's title to such real property.

(k) A statement of conversion shall be a filing instrument under Chapter 1.

(l) Except as set forth in subsection (f)(2), the filing fees for a statement of conversion shall be the same fee as provided in Section 10A-1-4.31(a)(5).

(Act 2014-144, §1.)