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10A-1-3.05
Section 10A-1-3.05 Certificate of formation. Unless provided otherwise in a chapter
of this title governing a filing entity: (a) The certificate of formation must state: (1)
the name of the filing entity being formed; (2) the type of filing entity being formed; (3)
for filing entities other than limited partnerships, the purpose or purposes for which the
filing entity is formed, which may be stated to be or include any lawful purpose for that
type of entity; (4) the period of duration, if the entity is not formed to exist perpetually;
(5) the street address and, if different, the mailing address of the initial registered office
of the filing entity and the name of the initial registered agent of the filing entity at
the office; (6) the name and address of each: (A) organizer for the filing entity, unless
the entity is formed pursuant to a statement of conversion or merger; or (B) general partner,
if the filing entity is a limited partnership; (7) if the filing entity is formed pursuant...
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40-14A-23
Section 40-14A-23 Definition of net worth. (a) Net worth of corporation. The net worth
of a corporation shall equal the aggregate net amount of the following items determined as
of the first day of the corporation's taxable year and adjusted as required in this article:
(1) In the case of a corporation, the sum of the following: a. The issued capital stock and
any additional paid-in capital, without reduction for treasury stock; and b. Retained earnings,
but not less than zero, which shall include any amounts designated for the payment of dividends
until the amounts are definitely and irrevocably placed to the credit of stockholders subject
to withdrawal on demand, and (2) In the case of an entity taxed as a corporation under this
article that does not issue stock, the difference between the book value of the entity's assets
and liabilities, but not less than zero. (b) Net worth of limited liability entities. The
net worth of a limited liability entity shall be an amount equal to the...
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10A-1-8.04
Section 10A-1-8.04 Merger with or conversion from a foreign entity. (a) One or more
foreign entities may merge with one or more domestic entities in accordance with Section
10A-1-8.02, and a foreign entity may convert to a domestic entity, or a domestic entity may
convert to a foreign entity in accordance with Section 10A-1-8.01 only if: (1) The
merger or conversion is permitted by the law of the state or country under whose law each
foreign entity is formed and each foreign entity complies with that law in effecting the merger
or conversion. (2) In the case of a conversion, the foreign entity complies with the requirements
of Section 10A-1-8.01. (3) In the case of a merger, the foreign entity complies with
the requirements of Section 10A-1-8.02. (b) Upon the merger or conversion taking effect,
the surviving foreign entity of a merger and the foreign converted entity in a conversion
is deemed: (1) To consent that service of process in a proceeding to enforce any obligation
or any...
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10A-9A-10.01
Section 10A-9A-10.01 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this article, unless the context otherwise requires, the following terms mean: (1) "CONSTITUENT
LIMITED PARTNERSHIP" means a constituent organization that is a limited partnership.
(2) "CONSTITUENT ORGANIZATION" means an organization that is party to a merger under
this article. (3) "CONVERTED ORGANIZATION" means the organization into which a converting
organization converts pursuant to this article. (4) "CONVERTING LIMITED PARTNERSHIP"
means a converting organization that is a limited partnership. (5) "CONVERTING ORGANIZATION"
means an organization that converts into another organization pursuant to this article. (6)
"GENERAL PARTNER" means a general partner of a limited partnership. (7) "GOVERNING
STATUTE" of an organization means the statute that governs the organization's internal
affairs. (8) "ORGANIZATION" means a general partnership, including a limited liability
partnership; limited partnership,...
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41-23-213
Section 41-23-213 Grant program; rulemaking authority; Alabama Broadband Accessibility
Fund. (a) The Director of ADECA may establish and administer the broadband accessibility grant
program for the purpose of promoting the deployment and adoption of broadband Internet access
services to unserved areas. By June 26, 2018, the director shall adopt rules and policies
to administer the program and begin to accept applications for grants, and shall adopt such
rules as may be necessary to meet the future needs of the grant program. (b) The program shall
be administered pursuant to policies developed by ADECA in compliance with this article. The
policies shall provide for the awarding of grants to non-governmental entities that are cooperatives,
corporations, limited liability companies, partnerships, or other private business entities
that provide broadband services. Nothing in this article shall expand the authority under
state law of any entity to provide broadband service. (c) There is...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/41-23-213.htm - 9K - Match Info - Similar pages
10A-2A-11.08
Section 10A-2A-11.08 Abandonment of a merger or stock exchange. (a) After a plan of
merger or stock exchange has been adopted and approved as required by this Article 11, and
before the statement of merger or stock exchange has become effective, the plan may be abandoned
by a corporation that is a party to the plan without action by its stockholders in accordance
with any procedures set forth in the plan of merger or stock exchange or, if no procedures
are set forth in the plan, in the manner determined by the board of directors. (b) If a merger
or stock exchange is abandoned under subsection (a) after the statement of merger or stock
exchange has been delivered to the Secretary of State for filing but before the merger or
stock exchange has become effective, a statement of abandonment signed by all the parties
that signed the statement of merger or stock exchange shall be delivered to the Secretary
of State for filing before the statement of merger or stock exchange becomes effective....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.08.htm - 1K - Match Info - Similar pages
10A-2A-11.04
Section 10A-2A-11.04 Action on a plan of merger or stock exchange. In the case of a
corporation that is a constituent organization or the acquired entity in a stock exchange,
the plan of merger or stock exchange shall be adopted in the following manner: (a) The plan
of merger or stock exchange shall first be adopted by the board of directors. (b) Except as
provided in subsections (h), (j), and (l) and in Section 10A-2A-11.05, the plan of
merger or stock exchange shall then be approved by the stockholders. In submitting the plan
of merger or stock exchange to the stockholders for approval, the board of directors shall
recommend that the stockholders approve the plan or, in the case of an offer referred to in
subsection (j)(2), that the stockholders tender their stock to the offeror in response to
the offer, unless (i) the board of directors makes a determination that because of conflicts
of interest or other special circumstances it should not make a recommendation or (ii) Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.04.htm - 11K - Match Info - Similar pages
10A-3-5.06
Section 10A-3-5.06 Merger or consolidation of domestic and foreign nonprofit corporations.
(a) One or more foreign nonprofit corporations and one or more domestic nonprofit corporations
may be merged or consolidated in the following manner, if the merger or consolidation is permitted
by the laws of the state under which each foreign nonprofit corporation is organized: (1)
Each domestic nonprofit corporation shall comply with the provisions of this title with respect
to the merger or consolidation, as the case may be, of domestic nonprofit corporations and
each foreign nonprofit corporation shall comply with the applicable provisions of the laws
of the state under which it is organized. (2) If the surviving or new nonprofit 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 title with respect to foreign entities if it is to conduct
affairs in Alabama, and in every case it shall be deemed to have...
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10A-9A-8.06
Section 10A-9A-8.06 Known claims against dissolved limited partnership. Notwithstanding
Sections 10A-1-9.01 and 10A-1-9.21: (a) A dissolved limited partnership may dispose of any
known claims against it by following the procedures described in subsection (b) at any time
after the effective date of the dissolution of the limited partnership. (b) A dissolved limited
partnership may give notice of the dissolution in a record to the holder of any known claim.
The notice must: (1) identify the dissolved limited partnership; (2) describe the information
required to be included in a claim; (3) provide a mailing address to which the claim is to
be sent; (4) state the deadline, which may not be fewer than 120 days from the effective date
of the notice, by which the dissolved partnership must receive the claim; (5) state that if
not sooner barred, the claim will be barred if not received by the deadline; and (6) unless
the limited partnership has been throughout its existence a limited liability...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-8.06.htm - 2K - Match Info - Similar pages
10A-9A-6.03
Section 10A-9A-6.03 Dissociation as a general partner. A person is dissociated from
a limited partnership as a general partner when any of the following occurs: (1) the limited
partnership has notice of the person's express will to dissociate as a general partner, except
that if the person specifies a dissociation date later than the date the limited partnership
had notice, then the person is dissociated as a general partner on that later date; (2) an
event stated in the partnership agreement as causing the person's dissociation as a general
partner occurs; (3) the person is expelled as a general partner pursuant to the partnership
agreement; (4) the person is expelled as a general partner by the unanimous consent of the
other partners if: (A) it is unlawful to carry on the limited partnership's activities and
affairs with the person as a general partner; (B) there has been a transfer of all of the
person's transferable interest in the limited partnership, other than a transfer for...
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