SB61 Alabama 2014 Session

Updated Feb 27, 2026

Low Interest

Summary

Primary Sponsor: Arthur OrrSenator
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: SB61 revises Alabama's merger and conversion rules in the Business and Nonprofit Entities Code, reorganizing filings and tightening approval and liability rules for mergers and conversions.
What This Bill Does
It changes where certain filings are filed (probate court vs. Secretary of State) and requires extra copies and transmission between offices. It sets explicit approval requirements for converting each type of entity (corporations, nonprofits, LLCs, partnerships, REITs, and others) and requires detailed documentation; it also tightens how and when mergers can happen, including liability protections for owners and continuation of the entity. It clarifies foreign entity mergers/conversions and service of process, and it specifies that the law takes effect after governor approval.

Who It Affects
Businesses and their owners (corporations, nonprofits, LLCs, partnerships, REITs) must follow the specified approval thresholds and consent requirements when merging or converting.
State and local filing offices (Judge of Probate and Secretary of State) and related parties (creditors, property owners) handle filings, records, service of process, and title continuity under the new rules.

Key Provisions
Reassigns certain filings between the judge of probate and the Secretary of State and requires extra copies for transmission.
Requires detailed statements of conversion and plans of merger, and treats the converted or surviving entity as the new formation for filing purposes.
Prescribes approval thresholds by entity type (e.g., unanimous or two-thirds) and requires written consent from owners who would become liable, for mergers and conversions.
Outlines continuation of liability and property transfer to the surviving or converted entity, without affecting title, and preserves creditors' rights.
Adds foreign-entity merger/conversion rules, including service of process and payments to dissenting owners, and clarifies where filings and records should be kept.
Effective date set as the first day of the third month after passage and governor approval.

AI-generated summary using openai/gpt-5-nano on Feb 25, 2026. May contain errors — refer to the official bill text for accuracy.
Subjects: Business and Nonprofit Entities Code