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10A-1-3.41
Section 10A-1-3.41 Certificated or uncertificated ownership interest. (a) Ownership interests
in a domestic entity may be certificated or uncertificated. (b) The ownership interests in
a business corporation, real estate investment trust, or professional corporation must be
certificated unless the governing documents of the entity or a resolution adopted by the governing
authority of the entity states that the ownership interests are uncertificated. If a domestic
entity changes the form of its ownership interests from certificated to uncertificated, a
certificated ownership interest subject to the change becomes an uncertificated ownership
interest only after the certificate is surrendered to the domestic entity. (c) Ownership interests
in a domestic entity, other than a domestic entity described in subsection (b), are uncertificated
unless this title or the governing documents of the domestic entity state that the interests
are certificated. (d) Unless an entity's chapter specifically...
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10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise requires,
the following terms mean: (1) AFFILIATE. A person who controls, is controlled by, or is under
common control with another person. An affiliate of an individual includes the spouse, or
a parent or sibling thereof, of the individual, or a child, grandchild, sibling, parent, or
spouse of any thereof, of the individual, or an individual having the same home as the individual,
or a trust or estate of which an individual specified in this sentence is a substantial beneficiary;
a trust, estate, incompetent, conservatee, protected person, or minor of which the individual
is a fiduciary; or an entity of which the individual is director, general partner, agent,
employee or the governing authority or member of the governing authority. (2) ASSOCIATE. When
used to indicate a relationship with: (A) a domestic or foreign entity for which the person
is: (i) an officer or governing person; or (ii) a beneficial...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-1.03.htm - 25K - Match Info - Similar pages
10A-1-3.42
Section 10A-1-3.42 Form and validity of certificates; enforcement of entity's rights; abbreviations.
(a) A certificated ownership interest in a domestic entity may contain an impression of the
seal of the entity, if any. A facsimile of the entity's seal may be printed or lithographed
on the certificate. (b) If a domestic entity is authorized to issue ownership interests of
more than one class or series, each certificate representing ownership interests that is issued
by the entity must conspicuously state on the front or back of the certificate: (1) the designations,
preferences, limitations, and relative rights of the ownership interests of each class or
series to the extent they have been determined and the authority of the governing authority
to make those determinations as to subsequent classes or series; or (2) that the information
required by subsection (1) is stated in the domestic entity's governing documents and that
the domestic entity, on written request to the entity's...
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10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03, as used in this
chapter, unless otherwise specified or unless the context otherwise requires, the following
terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all classes and
series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL STOCKHOLDER
means a person who owns the beneficial interest in stock, which is either a record stockholder
or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any other
documents permitted or required to be delivered for filing by a corporation with the Secretary
of State under this chapter or Chapter 1 that modify, amend, supplement, restate, or replace
the certificate of incorporation. After an amendment of the certificate...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
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10A-2A-11.02
Section 10A-2A-11.02 Merger. (a) A corporation may merge with one or more other constituent
organizations pursuant to this article, and a plan of merger, if: (1) the governing statute
of each of the other organizations authorizes the merger; (2) the merger is not prohibited
by the law of a jurisdiction that enacted any of those governing statutes; and (3) each of
the other organizations complies with its governing statute in effecting the merger. (b) A
plan of merger must be in writing and 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
number or other designation 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 organization, the unique identifying number or other...
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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
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27-31B-2
Section 27-31B-2 Definitions. As used in this chapter, the following terms shall have the following
meanings, unless the context clearly indicates otherwise: (1) AFFILIATED COMPANY. Any company
in the same corporate system as a parent, an industrial insured, or a member organization
by virtue of common ownership, control, operation, or management. (2) ALIEN CAPTIVE INSURANCE
COMPANY. Any insurance company formed to write insurance business for its parents and affiliates
and licensed pursuant to the laws of an alien jurisdiction which imposes statutory or regulatory
standards in a form acceptable to the commissioner on companies transacting the business of
insurance in that jurisdiction. (3) ASSOCIATION. Any legal association of individuals, corporations,
limited liability companies, partnerships, associations, or other entities whereby either
of the following exists: a. The member organizations of which, or the association itself,
whether or not in conjunction with some or all of the...
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27-61-1
Section 27-61-1 Surplus Lines Insurance Multi-State Compliance Compact. The Surplus Lines Insurance
Multi-State Compliance Compact Act is enacted into law and entered into with all jurisdictions
mutually adopting the compact in the form substantially as follows: PREAMBLE WHEREAS, with
regard to Non-Admitted Insurance policies with risk exposures located in multiple states,
the 111th United States Congress has stipulated in Title V, Subtitle B, the Non-Admitted and
Reinsurance Reform Act of 2010, of the Dodd-Frank Wall Street Reform and Consumer Protection
Act, hereafter, the NRRA, that: (A) The placement of Non-Admitted Insurance shall be subject
to the statutory and regulatory requirements solely of the insured's Home State, and (B) Any
law, regulation, provision, or action of any State that applies or purports to apply to Non-Admitted
Insurance sold to, solicited by, or negotiated with an insured whose Home State is another
State shall be preempted with respect to such application;...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-61-1.htm - 62K - 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, ยง22.)...
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