Section 10-3A-103

Articles of merger or consolidation.

(a) Upon such approval, articles of merger or articles of consolidation shall be executed for each corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing such articles, and shall set forth:

(1) The plan of merger or the plan of consolidation.

(2) If the members of any merging or consolidating corporation are entitled to vote thereon, then as to each such corporation (i) a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at such meeting, and that such plan received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting, or (ii) a statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto.

(3) If any merging or consolidating corporation has no members, or no members entitled to vote thereon, then as to each such corporation a statement of such fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that such plan received the vote of a majority of the directors in office.

(4) As to each corporation incorporated under the law of Alabama, the county in which its articles of incorporation or other comparable charter document is filed.

(b) The articles of merger or articles of consolidation, two copies thereof and such additional number of copies as may be required for purposes of this section, shall be delivered to the Secretary of State. If the Secretary of State finds that such articles conform to law, he shall, when all fees prescribed in this chapter have been paid:

(1) Endorse on the articles and on each of such copies the word "filed," and the hour, day, month and year of the filing thereof.

(2) File the articles in his office and certify the copies thereof.

(3) Issue a certificate of merger or a certificate of consolidation to which he shall affix one certified copy of the articles, and return such certificate of merger or certificate of consolidation together with the certified copy of the articles affixed thereto to the surviving or new corporation, as the case may be, or its representative.

(4) Promptly transmit a certified copy of the articles of merger or articles of consolidation together with a copy of the certificate of merger or certificate of consolidation to the probate judge of the county in which each of the corporations' articles of incorporation or other comparable charter document is filed, there to be recorded in a book to be kept for that purpose.

(Acts 1984, No. 84-290, p. 502, §44.)