SB197 Alabama 2025 Session

Summary

Primary Sponsor

Sam Givhan Senator

Republican

Session

2025 Regular Session

Title

Alabama Business and Nonprofit Entity Code revised; makes technical changes and corrects references, and codifies practices relating to electronic filing and name reservations

Description

This bill would revise the Alabama Business and Nonprofit Entity Code.

This bill would make technical changes, such as corrected references to other parts of the Business and Nonprofit Entities Code, and would codify practices relating to electronic filing and name reservations.

This bill would codify the common law doctrine of independent legal significance.

This bill would clarify the current practice of approving and authorizing agreements, including conversion, merger, and exchange agreements, and would provide a ratification process for documents that were not properly approved.

This bill would clarify the current practice of providing termination fees and other consequences in merger agreements.

This bill would clarify the existing practice of naming merger agreements.

This bill would provide a simplified purchase process upon the death or disqualification of a stockholder or member of a professional corporation, limited liability company, or partnership.

This bill would also provide that the agreement for a limited liability company, a limited partnership, SB197 INTRODUCED or partnership may allow for the transfer of a transferable interest upon the death of a transferable interest holder, with or without consideration, subject to outstanding charging orders and subject to the rights of creditors.

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Subjects

Businesses & Financial Institutions