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10A-3-1.02
Section 10A-3-1.02 Definitions. As used in this chapter, the following terms shall have the
following meanings, respectively, unless the context otherwise requires: (1) ARTICLES OF INCORPORATION.
The original or restated articles of incorporation or articles of consolidation and all amendments
thereto, including articles of merger, of a domestic or foreign nonprofit corporation. The
term articles of incorporation of a nonprofit corporation constitutes its certificate of formation
as defined in Section 10A-1-1.03(7). The terms may be used interchangeably. The articles of
incorporation or certificate of formation of a nonprofit corporation, together with its bylaws,
constitute its governing documents within the meaning of Section 10A-1-1.03(40). (2) BOARD
OF DIRECTORS. The group of persons vested with the management of the affairs of the corporation
irrespective of the name by which the group is designated. The board of directors of a nonprofit
corporation is its governing authority as...
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11-32-4
Section 11-32-4 Certificate of incorporation - Filing; contents; execution. (a) Within 40 days
following the adoption of an authorizing resolution by that governing body that was the last
to adopt an authorizing resolution, but only if the governing bodies of both the county and
the municipality with which applications were filed have theretofore adopted authorizing resolutions,
the applicants shall proceed to incorporate an authority by filing for record in the office
of the judge of probate of the authorizing county a certificate of incorporation which shall
comply in form and substance with the requirements of this section, and which shall be in
the form and executed in the manner as provided in this chapter. The certificate of incorporation
of the authority shall contain all of the following: (1) The names of the persons forming
the authority, and that each of them is a duly qualified elector of the authorizing county.
(2) The name of the authority which shall be "_____ County...
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10A-1-2.16
Section 10A-1-2.16 Certificated indebtedness; manner of issuance; signature and seal. (a) Except
as otherwise provided by the governing documents of the domestic entity, this title, or other
law, on the issuance by a domestic entity of a bond, debenture, or other evidence of indebtedness
in certificated form, the seal of the entity, if the entity has adopted a seal, may be a facsimile
that may be engraved or printed on the certificate. (b) Except as otherwise provided by the
governing documents of the domestic entity, this title, or other law, if a security described
by subsection (a) is authenticated with the manual signature of an authorized officer of the
domestic entity or an authorized officer or representative, to the extent permitted by law,
of a transfer agent or trustee appointed or named by an indenture of trust or other agreement
under which the security is issued, the signature of any officer of the domestic entity may
be a facsimile signature. (c) A security described by...
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10A-30-1.15
Section 10A-30-1.15 Continuity of association independent of members or shareholders; applicable
to professional associations formed prior to January 1, 1984. Unless the certificate of formation
expressly provide otherwise, a professional association shall continue as a separate entity
independent of its members or shareholders for all purposes for such period of time as provided
in the certificate of formation or until dissolved by a vote of two thirds of the members,
and shall continue notwithstanding the death, insanity, incompetency, conviction for felony,
resignation, withdrawal, transfer of membership or ownership of shares, retirement, or expulsion
of any one or more of the members or shareholders, the admission or transfer of membership
or shares to any new member, members, shareholder, or shareholders or the happening of any
other event which, under the law of this state and under like circumstances, would work a
dissolution of the partnership, it being the aim and intention...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-1.15.htm - 1K - Match Info - Similar pages
10A-5A-2.04
Section 10A-5A-2.04 Execution of documents - Signing requirements. (a) A writing delivered
to the Secretary of State for filing pursuant to this chapter must be signed as provided by
this section. (1) A limited liability company's initial certificate of formation must be signed
by at least one organizer. (2) A writing signed on behalf of a limited liability company must
be signed by a person authorized by the limited liability company. (3) A writing filed on
behalf of a dissolved limited liability company that has no members must be signed by the
person winding up the limited liability company's activities and affairs under Section 10A-5A-7.03
or a person appointed or designated under Section 10A-5A-7.03 to wind up those activities
and affairs. (4) Any other writing must be signed by the person on whose behalf the writing
is delivered to the Secretary of State. (b) Any writing to be filed under this chapter may
be signed by an agent, including an attorney-in-fact. Powers of attorney...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-2.04.htm - 1K - Match Info - Similar pages
10A-9A-1.02
Section 10A-9A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter,
unless the context otherwise requires, the following terms mean: (1) "CERTIFICATE OF
FORMATION" with respect to a limited partnership means the certificate of formation required
by Section 10A-9A-2.01, and the certificate of formation as amended or restated. (2) "DISTRIBUTION"
except as otherwise provided in Section 10A-9A-5.08(f), means a transfer of money or other
property from a limited partnership to another person on account of a transferable interest.
(3) "FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP" means a foreign limited partnership
whose general partners have limited liability for the obligations of the foreign limited partnership
under a provision similar to Section 10A-9A-4.04(c). (4) "FOREIGN LIMITED PARTNERSHIP"
means a partnership formed under the laws of a jurisdiction other than this state and required
by those laws to have one or more general partners and one or more...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-1.02.htm - 4K - Match Info - Similar pages
10A-1-7.41
Section 10A-1-7.41 Applicability of this title to certain foreign entities. (a) Except as otherwise
provided by a statute described by this subsection, the provisions of this title governing
a foreign entity apply to a foreign entity registered or granted authority to transact business
in this state under: (1) a special statute that does not contain a provision regarding a matter
provided for by this title with respect to a foreign entity; or (2) another statute that specifically
provides that the general law for the granting of a registration or certificate of authority
to the foreign entity to transact business in this state supplements the special statute.
(b) Except as otherwise provided by a special statute described by subsection (a), a document
required to be filed with the Secretary of State under the special statute must be signed
and filed in accordance with Article 4. (Act 2009-513, p. 967, §69.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-7.41.htm - 1K - Match Info - Similar pages
10A-1-3.45
Section 10A-1-3.45 Notice for uncertificated ownership interest. (a) Except as otherwise provided
in subsection (c) and in accordance with Article 8 of Title 7, after issuing or transferring
an uncertificated ownership interest, a domestic entity shall notify the owner of the ownership
interest in writing of any information required under this division to be stated on a certificate
representing the ownership interest. (b) Except as otherwise expressly provided by law, the
rights and obligations of the owner of an uncertificated ownership interest are the same as
the rights and obligations of the owner of a certificated ownership interest of the same class
and series. (c) A domestic entity is not required to send a notice under subsection (a) if:
(1) the required information is included in the governing documents of the entity; and (2)
the owner of the uncertificated ownership interest is provided with a copy of the governing
documents. (Act 2009-513, p. 967, §22.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-3.45.htm - 1K - Match Info - Similar pages
10A-9A-10.08
Section 10A-9A-10.08 Filings required for merger; effective date. THIS SECTION WAS AMENDED
BY ACT 2019-94 IN THE 2019 REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE
CURRENT CODE SUPPLEMENT. (a) After each constituent organization has approved the plan of
merger, a statement of merger must be signed on behalf of: (1) each constituent limited partnership,
as provided in Section 10A-9A-2.03(a); and (2) each other constituent organization, as provided
by its governing statute. (b) A statement of merger under this section must include: (1) the
name, type of organization, and mailing address of the principal office of each constituent
organization, the jurisdiction of the governing statute of each constituent organization,
and the respective unique identifying numbers or other designations as assigned by the Secretary
of State, if any, of each constituent organization; (2) the name, type of organization, and
mailing address of the principal office of the surviving...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.08.htm - 4K - Match Info - Similar pages
10A-1-4.31
Section 10A-1-4.31 Filing fees; all entities. (a) The Secretary of State shall collect the
following fees when a filing instrument described in this title is delivered to the Secretary
of State for filing: (1) Certificate of formation for all entities: Two hundred dollars ($200);
(2) Amendment to a certificate of formation and a restated certificate of formation: One hundred
dollars ($100); (3) Name reservations and notice of transfer of name reservation: Twenty-five
dollars ($25); (4) Certificates, articles, or statements of dissolution or cancellation: One
hundred dollars ($100); (5) Foreign entity registration including a statement of foreign limited
liability partnership: One hundred fifty dollars ($150); (6) Certificate of existence: Twenty-five
dollars ($25); (7) Certificates, articles, or statements of merger, conversion, and share
exchange: One hundred dollars ($100); and (8) Any other filing instrument required or permitted
to be delivered to the Secretary of State for filing...
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