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10A-2A-10.09
Section 10A-2A-10.09 Effect of amendment. (a) An amendment to the certificate of incorporation
does not affect a cause of action existing against or in favor of the corporation, a proceeding
to which the corporation is a party, or the existing rights of persons other than the stockholders.
An amendment changing a corporation's name does not affect a proceeding brought by or against
the corporation in its former name. (b) A stockholder who becomes subject to new personal
liability in respect of the corporation as a result of an amendment to the certificate of
incorporation shall have that new personal liability only in respect of interest holder liabilities
that arise after the amendment becomes effective. (c) Except as otherwise provided in the
certificate of incorporation of the corporation, the personal liability of a stockholder who
had personal liability in respect of the corporation before the amendment becomes effective
and has new personal liability after the amendment becomes...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.09.htm - 2K - 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
5-7A-44
Section 5-7A-44 Rights of dissenting shareholders. The rights of shareholders of a national
bank dissenting from the conversion, merger or consolidation of the bank shall be governed
exclusively by the applicable laws of Congress. A shareholder of a state bank who votes against
the conversion, merger or consolidation of that state bank with or to a national bank, or
who has given notice in writing to the bank at or prior to such meeting that he dissents from
the conversion, merger or consolidation shall be entitled to receive in cash the value of
the shares held by him, if and when the conversion, merger or consolidation is consummated,
upon written request made to the resulting national bank at any time before 30 days after
the date of consummation of such conversion, merger or consolidation, accompanied by the surrender
of his stock certificates. The value of such shares shall be determined as of the date on
which the shareholders meeting was held authorizing the conversion, merger...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/5-7A-44.htm - 2K - Match Info - Similar pages
10A-2-7.03
Section 10A-2-7.03 Court-ordered meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The circuit court
of the county where a corporation's principal office, or, if none in this state, its registered
office, is located may summarily order a meeting to be held: (1) On application of any shareholder
of the corporation entitled to participate in an annual meeting if an annual meeting was not
held within the earlier of 12 months after the end of the fiscal year or 15 months after its
last annual meeting; or (2) On application of a shareholder who signed a demand for a special
meeting valid under Section 10A-2-7.02, if: (i) Notice of the special meeting was not given
within 30 days after the date the demand was delivered to the corporation's president or secretary;
or (ii) The special meeting was not held in accordance with the notice. (b) The court may
fix the time and place of the meeting, determine the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.03.htm - 1K - Match Info - Similar pages
10A-30-2.09
Section 10A-30-2.09 Appointment of custodian for close corporation; applicable to corporations
formed as close corporations or electing close corporation status prior to January 1, 1995.
(a) The circuit court of the county in which the corporation has its registered office or
any court in such place having jurisdiction, upon application of any shareholder, may appoint
one or more persons to be custodians, and, if the corporation is insolvent, to be receivers,
of any close corporation when: (1) Pursuant to Section 10A-30-2.08, the business and affairs
of the corporation are managed by the shareholders and they are so divided that the business
of the corporation is suffering or is threatened with irreparable injury and any remedy with
respect to such deadlock provided in the governing documents or in any written agreement of
the shareholders has failed; or (2) The petitioning shareholder has the right to the dissolution
of the corporation under a provision of the certificate of formation...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-2.09.htm - 2K - Match Info - Similar pages
32-7-32
Section 32-7-32 Transfer of registration to defeat purpose of chapter prohibited. If an owner's
registration has been suspended hereunder, such registration shall not be transferred nor
the motor vehicle in respect of which such registration was issued registered in any other
name until the director is satisfied that such transfer of registration is proposed in good
faith and not for the purpose or with the effect of defeating the purposes of this chapter.
Nothing in this section shall in anywise affect the rights of any conditional vendor, chattel
mortgagee, or lessor of a motor vehicle registered in the name of another as owner who becomes
subject to the provisions of this section. (Acts 1951, No. 704, p. 1224, §30.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/32-7-32.htm - 1K - Match Info - Similar pages
40-18-171
Section 40-18-171 Determination of shareholder's pro rata share; "affected shareholders"
defined. (a) For purposes of this article, except as provided in subsection (b), each shareholder's
pro rata share of any item for any taxable year shall be the sum of the amounts determined
with respect to the shareholder by assigning an equal portion of the item to each day of the
taxable year, and then by dividing that portion pro rata among the shares outstanding on the
day. (b) Under regulations prescribed by the Department of Revenue, if any shareholder terminates
his or her interest in the corporation during the taxable year and all affected shareholders
and the corporation agree to the application of this subsection, subsection (a) of this section
shall be applied to the affected shareholders as if the taxable year consisted of two taxable
years the first of which ends on the date of the termination. (c) For purposes of subsection
(b), the term "affected shareholders" means the shareholder...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-18-171.htm - 1K - Match Info - Similar pages
10A-2-13.23
Section 10A-2-13.23 Duty 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) A shareholder sent
a dissenters' notice described in Section 10A-2-13.22 must demand payment in accordance with
the terms of the dissenters' notice. (b) The shareholder who demands payment retains all other
rights of a shareholder until those rights are canceled or modified by the taking of the proposed
corporate action. (c) A shareholder who does not demand payment by the date set in the dissenters'
notice is not entitled to payment for his or her shares under this article. (d) A shareholder
who demands payment under subsection (a) may not thereafter withdraw that demand and accept
the terms offered under the proposed corporate action unless the corporation shall consent
thereto. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.23; amended and renumbered by Act
2009-513, p. 967, §141.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.23.htm - 1K - Match Info - Similar pages
10A-2A-13.02
Section 10A-2A-13.02 Right to appraisal. (a) A stockholder is entitled to appraisal rights,
and to obtain payment of the fair value of that stockholder's stock, in the event of any of
the following corporate actions: (1) consummation of a merger to which the corporation is
a party (i) if the corporation is a subsidiary and the merger is governed by Section 10A-2A-11.05
or (ii) if stockholder approval is required for the merger by Section 10A-2A-11.04, or would
be required but for the provisions of Section 10A-2A-11.04(j), except that appraisal rights
shall not be available to any stockholder of the corporation with respect to stock of any
class or series that remain outstanding after consummation of the merger; (2) consummation
of a stock exchange to which the corporation is a party the stock of which will be acquired,
except that appraisal rights shall not be available to any stockholder of the corporation
with respect to any class or series of stock of the corporation that is not...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.02.htm - 7K - Match Info - Similar pages
27-14-3
Section 27-14-3 Insurable interest - Personal insurance; preneed contracts. (a) Insurable interest
with reference to personal insurance is an interest based upon a reasonable expectation of
pecuniary advantage through the continued life, health, or bodily safety of another person
and consequent loss by reason of his or her death or disability or a substantial interest
engendered by love and affection in the case of individuals closely related by blood or by
law. (b) An individual has an unlimited insurable interest in his or her own life, health,
and bodily safety and may lawfully take out a policy of insurance on his or her own life,
health, or bodily safety and have the same made payable to whomsoever he or she pleases, regardless
of whether the beneficiary so designated has an insurable interest. (c) A corporation, foreign
or domestic, has an insurable interest in the life or physical or mental ability of any of
its directors, officers, or employees, or the directors, officers, or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-14-3.htm - 5K - Match Info - Similar pages
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