Section 10-3A-105

Merger or consolidation of domestic and foreign corporations.

(a) One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized:

(1) Each domestic corporation shall comply with the provisions of this chapter with respect to the merger or consolidation, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized.

(2) If the surviving or new corporation, as the case may be, is to be governed by the laws of any state other than Alabama, it shall comply with the provisions of this chapter with respect to foreign corporations if it is to conduct affairs in Alabama, and in every case it shall file with the Secretary of State of Alabama (i) an agreement that it may be served with process in Alabama in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger or consolidation; and (ii) an irrevocable appointment of the Secretary of State of Alabama as its agent to accept service of process in any such proceeding.

(b) The effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, if the surviving or new corporation is to be governed by the laws of Alabama. If the surviving or new corporation is to be governed by the laws of any state other than Alabama, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except insofar as the laws of the other state provide otherwise.

(c) After approval by the members or, if there be no members entitled to vote thereon, by the board of directors, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.

(Acts 1984, No. 84-290, p. 502, §46.)