SB61 Summary

• Amends the Alabama Business and Nonprofit Entities Code to revise filing procedures for merger and conversion documents, replacing references to "articles" with "statements of conversion" and "certificates of merger."

• Modifies filing requirements by specifying that statements of conversion must be filed with the Secretary of State in accordance with Section 10A-1-4.02(c)(1), and clarifies that converted entities resulting from mergers or conversions file with the Secretary of State rather than the judge of probate.

• Updates conversion approval procedures to require written consent from owners with limited liability who will become owners without limited liability protection after conversion, and clarifies approval thresholds for various entity types including corporations, partnerships, limited liability companies, and real estate investment trusts.

• Revises merger and conversion effective date provisions to allow delayed effective dates when specified in conversion statements and merger certificates, provided all required filings are completed before the effective date and any foreign entity filings are also completed.

• Becomes effective on the first day of the third month following passage and approval by the Governor.