Section 10-4-395 Merger and consolidation. - Alabama Statutes

Section 10-4-395

Merger and consolidation.

(a) A domestic professional corporation may merge or consolidate with another corporation, or professional corporation, domestic or foreign. Upon such merger or consolidation if the surviving or new corporation, as the case may be, is to render professional services in Alabama, it shall comply with the provisions of this article.

(b) An unincorporated professional association organized under Title 10, Chapter 10, may merge or consolidate with a professional corporation organized under this article. In such merger, the procedure specified in Article 5 of Title 10, Chapter 2A, shall apply, provided that:

(1) The surviving corporation shall be a domestic professional corporation,

(2) The following terms, when used in said Article 5 to refer to an unincorporated professional association, shall have the following meanings:

a. "Board of directors" shall mean "board of governors,"

b. "Corporation" shall mean "unincorporated association,"

c. "Shares or securities" in the case of an unincorporated professional association which is a nonstock organization, shall mean the undivided interests of the members in the assets of the association,

d. "Shareholder" in the case of an unincorporated association which is a nonstock organization, shall mean "member."

(3) The plan of merger or plan of consolidation shall be approved by a vote of two thirds of the members of the professional association.

(Acts 1983, No. 83-514, p. 763, §16.)