Section 10-8A-907

Statement of conversion or merger.

(a) After a conversion or merger, the converting entity or surviving business entity may file a statement that one or more entities have converted or merged into the converted entity or surviving business entity and must file such statement if any party to the conversion or merger is a business entity other than a partnership.

(b) A statement of conversion or merger must contain:

(1) the name of each party to the conversion or merger;

(2) the name of the converted entity or surviving business entity into which the other parties were converted or merged;

(3) the street address of the converted entity or surviving business entity's chief executive office and of an office in this state, if any;

(4) the type of business entity of the converted entity or surviving business entity; and

(5) such other information as may be required for conversions or mergers of entities other than partnerships.

(c) Except as provided in subsection (d), for the purposes of Section 10-8A-302, property of the converted or surviving partnership or limited partnership which before the conversion or merger was held in the name of another party to the conversion or merger is property in the name of the converted or surviving partnership or limited partnership upon filing a statement of conversion or merger.

(d) For the purposes of Section 10-8A-302, real property of the surviving business entity, which before the conversion or merger was held in the name of a party to the conversion or merger, is property held in the name of the surviving business entity. A certified copy of the statement of conversion or merger may be filed in the office of the judge of probate in the county for recording transfers of the real property. The certificate shall be recorded in the deed records. The filing will evidence chain of title, but lack of filing does not affect the validity of the transfer.

(e) A filed and, if appropriate, recorded statement of conversion or merger, executed and declared to be accurate pursuant to Section 10-8A-105(c), stating the name of a business entity that is a party to the conversion or merger in whose name property was held before the conversion or merger and the name of the surviving entity, but not containing all of the other information required by subsection (b), operates with respect to the business entity named to the extent provided in subsections (c) and (d).

(Acts 1996, No. 96-528, p. 685, §1.)