HB163 Alabama 2014 Session

Summary

Primary Sponsor

Bill Poole

Republican

Session

Regular Session 2014

Title

Business and Nonprofit Entities Code, merger and conversion provisions revised, Secs. 10A-1-4.02, 10A-1-8.01, 10A-1-8.02, 10A-1-8.04 am'd.

Summary

HB163 revises Alabama's merger and conversion rules for business and nonprofit entities, updating filing, approval, and liability rules across multiple entity types.

What This Bill Does

If enacted, the bill reorganizes how mergers and conversions are handled under the Alabama Business and Nonprofit Entities Code. It changes where filings must be submitted (probate court vs. Secretary of State), requires accompanying copies, and clarifies when a merger or conversion takes effect. It also establishes entity-specific approval rules (who must vote or consent and under what thresholds) and confirms that the surviving entity continues with all assets and debts, with rights and duties transferring accordingly. The bill also addresses cross-border mergers with foreign entities and provides for delayed effective dates in certain cases.

Who It Affects

• Owners and members (shareholders, partners, and nonprofit members) of corporations, limited partnerships, limited liability companies, general partnerships, and real estate investment trusts, who must approve mergers or conversions and may gain or lose liability protections as a result.
• Domestic and foreign entities planning mergers or conversions, and the filing/recording offices (Judge of Probate and Secretary of State) responsible for processing filings and recording changes, including any real estate implications.

Key Provisions

• Filing and recordkeeping changes: specifies which filings go to the judge of probate and which go to the Secretary of State, requires accompanying copies, requires transmission of certified copies between offices, and allows recording in real estate records with fees handled by probate or SOS as applicable.
• Entity-specific approval and liability rules: sets the required approvals for mergers/conversions by entity type (corporations, nonprofits, LLCs, partnerships, REITs, and others), requires unanimous consent when a conversion would create general partners with personal liability, and provides continuation of assets, liabilities, and ownership rights in the converted or surviving entity.

AI-generated summary using openai/gpt-5-nano on Feb 24, 2026. May contain errors — refer to the official bill text for accuracy.

Subjects

Business and Nonprofit Entities Code