(a) One or more foreign entities may merge with one or more domestic entities in accordance with Section 10A-1-8.02, and a foreign entity may convert to a domestic entity, or a domestic entity may convert to a foreign entity in accordance with Section 10A-1-8.01 only if:

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Terms Used In Alabama Code 10A-1-8.04

  • Appraisal: A determination of property value.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Service of process: The service of writs or summonses to the appropriate party.
  • state: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Alabama Code 1-1-1
(1) The merger or conversion is permitted by the law of the state or country under whose law each foreign entity is formed and each foreign entity complies with that law in effecting the merger or conversion.
(2) In the case of a conversion, the foreign entity complies with the requirements of Section 10A-1-8.01.
(3) In the case of a merger, the foreign entity complies with the requirements of Section 10A-1-8.02.
(b) Upon the merger or conversion taking effect, the surviving foreign entity of a merger and the foreign converted entity in a conversion is deemed:

(1) To consent that service of process in a proceeding to enforce any obligation or any appraisal or dissenter’s rights of owners of each domestic entity a party to the merger or conversion may be made by registered mail addressed to the surviving or converted entity at the address set forth in the statement of merger or statement of conversion, as the case may be, or by any method provided by the Alabama Rules of Civil Procedure. Any notice or demand required or permitted by law to be served on the domestic entity may be served on the surviving or converted foreign entity by registered mail addressed to the surviving or converted entity at the address set forth in the plan of merger or statement of conversion, as the case may be, or in any other manner similar to the procedure provided by the Alabama Rules of Civil Procedure for the service of process;
(2) To consent to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which a converting or merging entity is liable if, before the conversion or merger, the converting or merging entity was subject to suit in this state on the debt, obligation, or other liability. If the foreign entity fails to designate or maintain a registered agent, or the designated registered agent cannot with reasonable diligence be served, then service of process on that foreign entity for the purposes of enforcing a debt, obligation, or other liability under this subsection may be made in the same manner and has the same consequences as provided in Section 10A-1-5.35; and
(3) To agree that it will promptly pay to dissenting owners with appraisal or dissenter’s rights, of each domestic entity that is a party to the merger or conversion the amount, if any, to which they are entitled under Alabama law.
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