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Alabama Code Title 10A. Alabama Business and Nonprofit Entities Code § 10A-1-3.12

Current as of December 30, 2022 | Updated by FindLaw Staff

(a) The procedure to adopt an amendment to the certificate of formation is as provided by the chapter of this title which applies to the entity, provided that unless the governing documents of the entity or the chapter of this title which applies to the entity provide otherwise, the governing authorities of the entity shall have the power, without owner or member action, to adopt one or more amendments to the entity's certificate of formation:

(1) to delete the name and address of organizers or persons listed in the original certificate of formation as initial governing persons, other than the name and address of each general partner of a limited partnership;

(2) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State;

(3) to change the entity name by adding, deleting, or changing a geographical attribution in the name, or by substituting:

a. in the case of a corporation, the word “corporation” or “incorporated” or an abbreviation of one of the words for a similar word or abbreviation;

b. in the case of a professional corporation, the words “professional corporation” for the abbreviation thereof, or the abbreviation for the words;

c. in the case of a professional association in existence on December 31, 1983, the words “professional association” for the abbreviation thereof, or the abbreviation for the words;

d. in the case of a limited partnership, the word “limited” or “limited partnership” or an abbreviation of one of the words for a similar word or abbreviation;

e. in the case of a limited liability company, the words “limited liability company” for the abbreviation thereof, or the abbreviation for the words;  or

(4) to make any other change to the certificate of formation expressly permitted by this title to be made without owner or member action.

(b) A filing entity that amends its certificate of formation shall sign and file, in the manner required by Article 4, a certificate of amendment complying with Section 10A-1-3.13 or a restated certificate of formation complying with Section 10A-1-3.17.

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Cite this article: FindLaw.com - Alabama Code Title 10A. Alabama Business and Nonprofit Entities Code § 10A-1-3.12 - last updated December 30, 2022 | https://codes.findlaw.com/al/title-10a-alabama-business-and-nonprofit-entities-code/al-code-sect-10a-1-3-12.html

Read this complete Alabama Code Title 10A. Alabama Business and Nonprofit Entities Code § 10A-1-3.12 on Westlaw

FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs.

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