§ 10A-4-4.02 — Merger and Conversion

Alabama § 10A-4-4.02

• Jurisdiction: Alabama
• Title 10A: Alabama Business and Nonprofit Entities Code
• Ch. 4: Professional Corporations
• Art. 4: Special Provisions as to Amendments; Merger and Consolidation

Text

(a) A domestic professional corporation may convert to or merge with another corporation, professional corporation, or another type of entity, domestic or foreign, if permitted under the Alabama Business Corporation Law, the Alabama Nonprofit Corporation Law, or Article 8 of Chapter 1. Upon the merger or conversion, if the surviving or new corporation or converted entity, as the case may be, is to render professional services in this state, it shall comply with this chapter.
(b) An unincorporated professional association organized under Article 1 of Chapter 30 may merge
with a
domestic
professional corporation
. In the merger, the
unincorporated professional association shall follow the
procedure specified in the Alabama Business Corporation Law
, 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 means
board of governors
.
b.
CORPORATION means
unincorporated association
.
c.
STOCK or SECURITIES
in the case of an unincorporated professional association which is a nonstock organization,
means
the undivided interests of the members in the assets of the association
.
d.
STOCKHOLDER
in the case of an unincorporated association which is a nonstock organization,
means
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.

Legislative History

(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; Act 2024-413, §1.)