|
11-54B-50
Section 11-54B-50 District management corporation limits, powers, and duties. (a) District
management corporations provided for in this article shall be incorporated under the Alabama
Nonprofit Corporation Act, Chapter 3 of Title 10A, and shall exercise their powers in a manner
consistent with that law. (b) To qualify for designation by ordinance to manage a self-help
business improvement district, the articles of incorporation of a proposed district management
corporation shall provide all of the following: (1) That a board of directors shall manage
the property, business, and affairs of the corporation. (2) The names and addresses of the
initial members of the board of directors. (3) That the initial members of the board shall
be divided into three groups which are as equal in number as is possible, that those groups
will serve for initial terms of one, two, and three years respectively, and that all directors
thereafter elected by the board of directors shall serve for a term of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-54B-50.htm - 5K - Match Info - Similar pages
10A-30-2.12
Section 10A-30-2.12 Shareholders' option to dissolve corporation; applicable to corporations
formed as close corporations or electing close corporation status prior to January 1, 1995.
(a) The certificate of formation of any close corporation may include a provision granting
to any shareholder, or to the holders of any specified number or percentage of shares of any
class of shares, an option to have the corporation dissolved at will or upon the occurrence
of any specified event or contingency. Whenever any such option to dissolve is exercised,
the shareholders exercising the option shall give written notice thereof to all other shareholders.
After the expiration of 30 days following the sending of the notice, the dissolution of the
corporation shall proceed as if the required number of shareholders having voting power had
consented in writing to dissolution of the corporation as provided by the Alabama Business
Corporation Law. (b) If the certificate of formation as originally filed...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-2.12.htm - 2K - Match Info - Similar pages
10A-2-11.07
Section 10A-2-11.07 Merger or share exchange with foreign corporation. REPEALED IN THE 2019
REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE
SUPPLEMENT. (a) Subject to the limitations of the Constitution of Alabama of 1901, as the
same may be amended from time to time, one or more foreign corporations may merge or enter
into a share exchange with one or more domestic corporations if: (1) In a merger, the merger
is permitted by the law of the state or country under whose law each foreign corporation is
incorporated and each foreign corporation complies with that law in effecting the merger;
(2) In a share exchange, the corporation whose shares will be acquired is a domestic corporation,
whether or not a share exchange is permitted by the law of the state or country under whose
law the acquiring corporation is incorporated; (3) The foreign corporation complies with Section
10A-2-11.05 if it is the surviving corporation of the merger or acquiring...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-11.07.htm - 2K - Match Info - Similar pages
10A-2A-15.12
Section 10A-2A-15.12 Filing of verified statement with Commissioner of Revenue by foreign corporation
prior to acting as fiduciary. Prior to the time when any foreign corporation acts pursuant
to the authority of this article in any fiduciary capacity or capacities in this state, the
foreign corporation shall file with the Commissioner of Revenue of this state a verified statement
which shall state: (1) The correct corporate name of the foreign corporation; (2) The name
of the state under the laws of which it is incorporated or if the foreign corporation is a
national banking association or other corporation organized under the laws of the United States
shall state that fact; (3) The address of its principal business office; (4) In what fiduciary
capacity, or capacities, it desires to act in the State of Alabama; (5) That it is authorized
to act in a similar fiduciary capacity or capacities in the state in which it is incorporated
or, if it is a national banking association or other...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-15.12.htm - 2K - Match Info - Similar pages
10A-2A-16.11
Section 10A-2A-16.11 Annual report for Secretary of State. (a) Each corporation, and each foreign
corporation authorized to transact business in this state, shall deliver to the Secretary
of State for filing an annual report that sets forth: (1) The name of the corporation and
the state or other jurisdiction under whose law it is incorporated; (2) The address of its
registered office and the name of its registered agent at that office in this state; (3) The
address of its principal office including, in the case of a foreign corporation, the address
of its principal office in the state or other jurisdiction under whose law it is incorporated;
(4) The names and respective addresses of its president and secretary; and (5) A brief statement
of the character of business in which it is actually engaged in this state. (b) Information
in the annual report must be current as of the date the annual report is executed on behalf
of the corporation. (c) The first annual report must be delivered to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-16.11.htm - 2K - Match Info - Similar pages
10A-4-1.03
Section 10A-4-1.03 Definitions. As used in this chapter, unless the context otherwise requires,
the term: (1) DISQUALIFIED PERSON. Any person who is not a qualified person. (2) DOMESTIC
PROFESSIONAL CORPORATION. A corporation for profit or nonprofit organized pursuant to the
provisions of this chapter. (3) FOREIGN PROFESSIONAL CORPORATION. A corporation or unincorporated
association, for profit or nonprofit, organized for the purpose of rendering professional
services under a law other than the law of Alabama. (4) LICENSING AUTHORITY. As defined in
Section 10A-1-1.03(49). (5) PROFESSIONAL SERVICE. As defined in Section 10A-1-1.03(80). (6)
QUALIFIED PERSON. With respect to any domestic professional corporation: a. An individual
who is authorized by law of Alabama or of any qualified state to render a professional service
permitted by the certificate of formation of the professional corporation; b. A general partnership
in which all the partners are qualified persons with respect to the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-4-1.03.htm - 2K - Match Info - Similar pages
11-97-5
Section 11-97-5 Amendments to certificate of incorporation. The certificate of incorporation
of any corporation incorporated under the provisions of this chapter may at any time and from
time to time be amended in the manner provided in this section. The board shall first adopt
a resolution proposing an amendment to the certificate of incorporation which shall be set
forth in full in the said resolution and which amendment may include any matters which might
have been included in the original certificate of incorporation. After the adoption by the
board of a resolution proposing an amendment to the certificate of incorporation of the corporation,
the chairman of the board and the secretary of the corporation shall sign and file a written
application in the name of and on behalf of the corporation, under its seal, with the governing
body of the determining subdivision, requesting such governing body to adopt a resolution
approving the proposed amendment, and accompanied by a certified...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-97-5.htm - 5K - Match Info - Similar pages
10A-1-7.01
Section 10A-1-7.01 Foreign entities required to register. (a)(1) For purposes of this Article
7, the terms register, registering, and registered include (i) a foreign entity other than
a foreign limited liability partnership delivering to the Secretary of State for filing an
application for registration and the Secretary of State filing the application for registration,
and (ii) a foreign limited liability partnership delivering to the Secretary of State for
filing a statement of foreign limited liability partnership and the Secretary of State filing
the statement of foreign limited liability partnership. (2) For purposes of this Article 7,
the term registration includes (i) a filed application for registration and (ii) a filed statement
of foreign limited liability partnership. (b) For purposes of this Article 7, the terms transact
business and transacting business shall include conducting a business, activity, not for profit
activity, and any other activity, whether or not for...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-7.01.htm - 1K - Match Info - Similar pages
10A-2A-1.45
Section 10A-2A-1.45 Definitions. In this article: (1) "Corporate action" means any
action taken by or on behalf of the corporation, including any action taken by the incorporator,
the board of directors, a committee of the board of directors, an officer or agent of the
corporation or the stockholders. (2) "Date of the defective corporate action" means
the date (or the approximate date, if the exact date is unknown) the defective corporate action
was purported to have been taken. (3) "Defective corporate action" means (i) any
corporate action purportedly taken that is, and at the time such corporate action was purportedly
taken would have been, within the power of the corporation, but is void or voidable due to
a failure of authorization, and (ii) an overissue. (4) "Failure of authorization"
means the failure to authorize, approve, or otherwise effect a corporate action in compliance
with the provisions of this chapter, the certificate of incorporation or bylaws, a corporate
resolution,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.45.htm - 3K - Match Info - Similar pages
10A-2-15.42
Section 10A-2-15.42 Filing of verified statement with Commissioner of Revenue by foreign corporation
prior to acting as fiduciary. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Prior to the time when any foreign
corporation acts pursuant to the authority of this article in any fiduciary capacity or capacities
in this state, the foreign corporation shall file with the Commissioner of Revenue of this
state a verified statement which shall state: (1) The correct corporate name of the foreign
corporation; (2) The name of the state under the laws of which it is incorporated or if the
foreign corporation is a national banking association or other corporation organized under
the laws of the United States shall state that fact; (3) The address of its principal business
office; (4) In what fiduciary capacity, or capacities, it desires to act in the State of Alabama;
(5) That it is authorized to act in a similar...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-15.42.htm - 2K - Match Info - Similar pages
|