2021 Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 4 - Professional Corporations.
Article 4 - Special Provisions as to Amendments; Merger and Consolidation.
Section 10A-4-4.02 - Merger and Conversion.

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 to refer to an unincorporated professional association, shall have the following meanings:

a. "Board of directors" shall mean "board of governors,"

b. "Corporation" shall mean "unincorporated association,"

c. "Shares or securities" in the case of an unincorporated professional association which is a nonstock organization, shall mean the undivided interests of the members in the assets of the association,

d. "Shareholder" in the case of an unincorporated association which is a nonstock organization, shall mean "member."

(3) The plan of merger or plan of conversion shall be approved by a vote of two thirds of the members of the professional association.

(Acts 1983, No. 83-514, p. 763, §16; §10-4-395; amended and renumbered by Act 2009-513, p. 967, §207; Act 2019-94, §2.)