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10A-2-13.28
Section 10A-2-13.28 Procedure if shareholder dissatisfied with offer to payment. REPEALED IN
THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) A dissenter may notify the corporation in writing of his or her own estimate
of the fair value of his or her shares and amount of interest due, and demand payment of his
or her estimate, or reject the corporation's offer under Section 10A-2-13.25 and demand payment
of the fair value of his or her shares and interest due, if: (1) The dissenter believes that
the amount offered under Section 10A-2-13.25 is less than the fair value of his or her shares
or that the interest due is incorrectly calculated; (2) The corporation fails to make an offer
under Section 10A-2-13.25 within 60 days after the date set for demanding payment; or (3)
The corporation, having failed to take the proposed action, does not release the transfer
restrictions imposed on shares within 60 days after the date set...
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40-18-176
Section 40-18-176 Nonresident shareholder composite returns. (a) The Department of Revenue
shall permit an Alabama S corporation to file composite returns and to make composite payments
on behalf of some or all of its nonresident shareholders if there are one or more nonresident
shareholders during any part of the taxable year. The Department of Revenue may permit composite
returns and payments to be made by an Alabama S corporation on behalf of its resident shareholders.
(b) For purposes of this section, a "composite return" means an informational return
similar in form to U.S. Treasury Department Schedule K-1 containing information concerning
one or more Alabama S corporation shareholder's respective shares of income, deductions and
losses passed through to them by virtue of their status as shareholders of an Alabama S corporation,
any credit to which the shareholder is entitled to claim by virtue of the Alabama S corporation's
payment of tax on his or her behalf pursuant to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-18-176.htm - 3K - Match Info - Similar pages
10A-2-10.04
Section 10A-2-10.04 Voting on amendments by voting groups. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
The holders of the outstanding shares of a class are entitled to vote as a separate voting
group, if shareholder voting is otherwise required by this chapter, on a proposed amendment
if the amendment would: (1) Increase or decrease the aggregate number of authorized shares
of the class; (2) Effect an exchange or reclassification of all or part of the shares of the
class into shares of another class; (3) Effect an exchange or reclassification, or create
the right of exchange, of all or part of the shares of another class into shares of the class;
(4) Change the designation, rights, preferences, or limitations of all or part of the shares
of the class; (5) Change the shares of all or part of the class into a different number of
shares of the same class; (6) Create a new class of shares having rights or...
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10A-2-6.22
Section 10A-2-6.22 Liability of shareholders and subscribers. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A purchaser from a corporation of its own shares is not liable to the corporation or its
creditors with respect to the shares except to pay the consideration for which the shares
were authorized to be issued or specified in the subscription agreement. (b) Neither a subscriber
nor a shareholder of a corporation is personally liable for the acts or debts of the corporation.
(c) A corporation may have a lien on the shares of its shareholders for any debt or liability
incurred to it by the shareholders before notice or transfer of or levy on the shares, if
the right to a lien is provided for in the articles of incorporation and is recited conspicuously
on its certificates for shares of stock. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.22;
amended and renumbered by Act 2009-513, p. 967, §100.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-6.22.htm - 1K - Match Info - Similar pages
10A-2-11.03
Section 10A-2-11.03 Action on plan. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After adopting a plan of
merger or share exchange, the board of directors of each corporation party to the merger,
and the board of directors of the corporation whose shares will be acquired in the share exchange,
shall submit the plan of merger, except as provided in subsection (g), or share exchange for
approval by its shareholders. (b) For a plan of merger or share exchange to be approved: (1)
The board of directors must recommend the plan of merger or share exchange to the shareholders,
unless the board of directors determines that because of conflict of interest or other special
circumstances it should make no recommendation and communicates the basis for its determination
to the shareholders with the plan; and (2) The shareholders entitled to vote must approve
the plan. (c) Subject to the corporation's articles of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-11.03.htm - 5K - Match Info - Similar pages
10A-2-13.21
Section 10A-2-13.21 Notice of intent to demand payment. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
If proposed corporate action creating dissenters' rights under Section 10A-2-13.02 is submitted
to a vote at a shareholder's meeting, a shareholder who wishes to assert dissenters' rights
(1) must deliver to the corporation before the vote is taken written notice of his or her
intent to demand payment or his or her shares if the proposed action is effectuated; and (2)
must not vote his or her shares in favor of the proposed action. (b) A shareholder who does
not satisfy the requirements of subsection (a) is not entitled to payment for his or her shares
under this article. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.21; amended and renumbered
by Act 2009-513, p. 967, §141.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.21.htm - 1K - Match Info - Similar pages
10A-2-16.02
Section 10A-2-16.02 Inspection of records by shareholders. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
A shareholder of a domestic corporation or of a foreign corporation with its principal office
within this state is entitled to inspect and copy, during regular business hours at the corporation's
principal office, or if its principal office is outside this state, at a reasonable location
within this state, specified by the corporation, any of the records of the corporation described
in Section 10A-2-16.01(e) if he or she gives the corporation written notice of his or her
demand at least five business days before the date on which he or she wishes to inspect and
copy. (b) A shareholder of a domestic corporation or of a foreign corporation with its principal
office within this state who shall have been a holder of record of shares for 180 days immediately
preceding his or her demand or who is the holder...
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10A-2-7.20
Section 10A-2-7.20 Shareholders' list for meeting. REPEALED IN THE 2019 REGULAR SESSION BY
ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After
fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the
names of all its shareholders who are entitled to notice of a shareholders' meeting. The list
must be arranged by voting group, and within each voting group by class or series of shares,
and show the address of and number of shares held by each shareholder. (b) The shareholders'
list must be available for inspection by any shareholder, beginning two business days after
notice of the meeting is given for which the list was prepared and continuing through the
meeting, at the corporation's principal office or, if the corporation's principal office is
located outside this state, at its registered office. A shareholder, his or her agent, or
attorney is entitled on written demand to inspect and, for a proper purpose, to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.20.htm - 2K - Match Info - Similar pages
10A-2A-2.02
Section 10A-2A-2.02 Certificate of incorporation. Notwithstanding Section 10A-1-3.05: (a) The
certificate of incorporation must set forth: (1) a corporate name for the corporation that
satisfies the requirements of Article 5 of Chapter 1; (2) the number of shares of stock the
corporation is authorized to issue; (3) the street and mailing addresses of the corporation's
initial registered office, the county within this state in which the street and mailing address
is located, and the name of the corporation's initial registered agent at that office as required
by Article 5 of Chapter 1; and (4) the name and address of each incorporator. (b) The certificate
of incorporation may set forth: (1) the names and addresses of the individuals who are to
serve as the initial directors; (2) provisions not inconsistent with law regarding: (i) the
purpose or purposes for which the corporation is organized; (ii) managing the business and
regulating the affairs of the corporation; (iii) defining,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-2.02.htm - 4K - Match Info - Similar pages
8-6-71
Section 8-6-71 (Repealed effective January 1, 1997) Definitions. For the purposes of this article,
unless the context otherwise requires, the following terms shall have the meanings respectively
ascribed to them by this section: Assignment. Such term includes any written stock power,
bond power, bill of sale, deed, declaration of trust, or other instrument of transfer. Claim
of beneficial interest. Such term includes a claim of any interest by a decedent's legatee,
distributee, heir or creditor, a beneficiary under a trust, a ward, a beneficial owner of
a security registered in the name of a nominee or a minor owner of a security registered in
the name of a custodian, or a claim of any similar interest whether the claim is asserted
by the claimant, a fiduciary, or by any other authorized person on his behalf and includes
a claim that the transfer would be in breach of fiduciary duties. Corporation. A private or
public corporation, association, or trust issuing a security. Fiduciary. An...
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