Section 10A-4-4.02

Merger and consolidation.

(a) A domestic professional corporation may merge or consolidate with another corporation, or professional corporation, domestic or foreign, under Article 11 of Chapter 2, or may merge with or convert to another type of entity as permitted by Article 8 of Chapter 1. Upon the merger, consolidation, or conversion, if the surviving or new corporation or converted entity, as the case may be, is to render professional services in Alabama, it shall comply with the provisions of this chapter.

(b) An unincorporated professional association organized under Article 1 of Chapter 30 may merge or consolidate with a professional corporation organized under this chapter. In the merger, the procedure specified in Article 11 of Chapter 2 shall apply, provided that:

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

(2) The following terms, when used in Article 11 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; §10-4-395; amended and renumbered by Act 2009-513, p. 967, §207.)