Merger and Consolidation.

Ala. Code tit. 10A, ch. 5, art. 9

in effect

Ala. Code § 10A-5-9.01 Merger and Consolidation. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-9.01. Merger and Consolidation. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. (a) Pursuant to any agreement, a domestic limited liability company may merge or consolidate with or into one or more limited liability companies or other business entities formed or organized under the laws of this state, any other state, the United States, or any foreign jurisdiction, with the domestic limited liability company or the other business entity being the surviving or resulting domestic limited liability company or other business entity. Except as otherwise specifically provided for in the operating agreement, a merger shall be approved by each domestic limited liability company which is to merge by all the members at the time approval of the merger is voted on. (b) Notwithstanding prior approval, an agreement of merger may be terminated prior to filing articles of merger with the Secretary of State or amended pursuant to a provision for the termination or amendment contained in the agreement of merger. (Acts 1993, No. 93-724, p. 1425, §54; §10-12-54; amended and renumbered by Act 2009-513, p. 967, §242.)

Ala. Code § 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 Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

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 Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.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 approved and executed by each of the domestic limited liability companies or other business entities that are to merge. (3) The name of the surviving or resulting domestic limited liability company or other business entity. (4) The future effective date or time, which shall be a date or time certain, of the merger if it is not to be effective upon the filing of the articles of merger. (5) That the agreement of merger is on file at a place of business of the surviving or resulting domestic limited liability company or other business entity, and shall state the street address of that place of business. (6) That a copy of the agreement of merger will be furnished by the surviving or resulting domestic limited liability company or other business entity, on request and without cost, to any member of any domestic limited liability company or any person holding an interest in any other business entity which is a party to the merger. (7) If the surviving or resulting entity is not a domestic limited liability company or other business entity organized under the laws of this state, a statement that the foreign business entity consents to service of process on it by registered mail addressed to the foreign business entity at the office required to be maintained in the state or other jurisdiction where it is organized by the laws of that state or, other jurisdiction, or, if not so required, at its principal office, if it has not appointed an agent under Section 10A-1-5.31 or if that agent cannot be found or served with the exercise of reasonable diligence. (b) A merger shall be effective upon the filing in the Office of the Secretary of State of the articles of merger unless a future effective date or time is provided in the articles of merger, in which event the merger shall be effective at the future date or time specified. (Acts 1993, No. 93-724, p. 1425, §55; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-55; amended and renumbered by Act 2009-513, p. 967, §242.)

Ala. Code § 10A-5-9.03 Vesting of Certain Rights, Privileges, Powers, Property, Liabilities, and Duties. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-9.03. Vesting of Certain Rights, Privileges, Powers, Property, Liabilities, and Duties. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. (a) When any merger has become effective under this chapter, for all purposes of the laws of the state, all the rights, privileges, and powers of each of the domestic limited liability companies and other business entities that have merged, and all property, real, personal, and mixed, and all debts due to any of the domestic limited liability companies and other business entities, as well as all other things and causes of action belonging to each of the domestic limited liability companies and other business entities, shall be vested in the surviving or resulting domestic limited liability company or other business entity, and shall thereafter be the property of the surviving or resulting domestic limited liability company or other business entity as they were of each of the domestic limited liability companies and other business entities that have merged. The title to any real property vested by deed or otherwise in any of the domestic limited liability companies and other business entities shall not revert or be in any way impaired by reason of this chapter. (b) All rights of creditors and all liens upon any property of any of the domestic limited liability companies and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of the domestic limited liability companies and other business entities that have merged shall attach to the surviving or resulting domestic limited liability company or other business entity, and may be enforced against it to the same extent as if the debts, liabilities, and duties had been incurred or contracted by it. (c) Unless otherwise provided in the articles of merger, a merger, of a domestic limited liability company, including a domestic limited liability company which is not the surviving or resulting entity in the merger, shall not require the domestic limited liability company to wind up its business and affairs, or pay its liabilities and distribute its assets. (Acts 1993, No. 93-724, p. 1425, §56; §10-12-56; amended and renumbered by Act 2009-513, p. 967, §242.)

Ala. Code § 10A-5-9.04 Recording of Articles of Merger; Effect When Secretary of State Files Articles; Copy of Certified Articles Conclusive Evidence of Matters. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-9.04. Recording of Articles of Merger; Effect When Secretary of State Files Articles; Copy of Certified Articles Conclusive Evidence of Matters. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. The articles of merger required by this chapter to be filed with the Secretary of State shall also be recorded in the office of the judge of probate in the county in which the limited liability company is required to file its certificate of formation and in each county in which a limited liability company which is a party to the merger is required to file its certificate of formation; provided, however, that when the articles are filed by the Secretary of State, the matters covered by the articles shall be effective as stated therein, and a copy of the articles certified by the Secretary of State shall be conclusive evidence of the matters covered therein. (Acts 1993, No. 93-724, p. 1425, §57; §10-12-57; amended and renumbered by Act 2009-513, p. 967, §242.)

Ala. Code § 10A-5-9.05 Applicability of Article 11 of Chapter 2; Merger and Conversion Provisions to Limited Liability Companies Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-9.05. Applicability of Article 11 of Chapter 2; Merger and Conversion Provisions to Limited Liability Companies Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. To the extent applicable, the provisions and requirements of Article 11, commencing with Section 10A-2-11.01, of Chapter 2, relating to mergers of corporations, shall apply to mergers between corporations, domestic limited liability companies, and other business entities as defined by this chapter. Domestic limited liability companies and other business entities shall be treated as corporations for the purposes of applying the procedures, requirements, and effects prescribed in that article. (Acts 1993, No. 93-724, p. 1425, §58; §10-12-58; amended and renumbered by Act 2009-513, p. 967, §242.)

Ala. Code § 10A-5-9.06 Nonexclusivity. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

10A-5-9.06. Nonexclusivity. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017. The provisions of this article pertaining to mergers of limited liability companies are not exclusive. A domestic limited liability company may merge with or convert to another type of entity as permitted by Article 8 of Chapter 1. (Act 2009-513, p. 967, §243.)

Source: Alabama Legislature (alison.legislature.state.al.us)URL: https://alison.legislature.state.al.us/code-of-alabamaFetched: 10/20/2026