|
10A-2A-14.01
Section 10A-2A-14.01 Dissolution by incorporators or initial directors. A majority of the incorporators
or initial directors of a corporation that has not issued stock or has not commenced business
may dissolve the corporation by delivering to the Secretary of State for filing a certificate
of dissolution that sets forth: (a) the name of the corporation; (b) the date of its incorporation;
(c) either (i) that none of the corporation's stock has been issued, or (ii) that the corporation
has not commenced business; (d) that no debt of the corporation remains unpaid; (e) that the
net assets of the corporation remaining after winding up have been distributed to the stockholders,
if stock was issued; (f) that a majority of the incorporators or initial directors authorized
the dissolution; and (g) the unique identifying number or other designation as assigned by
the Secretary of State. (Act 2019-94, §1; Act 2020-73, §7.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-14.01.htm - 1K - Match Info - Similar pages
10A-2-14.05
Section 10A-2-14.05 Effect of dissolution. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A dissolved corporation
continues its corporate existence but may not carry on any business except that appropriate
to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2)
Disposing of its properties that will not be distributed in kind to its shareholders; (3)
Discharging or making provision for discharging its liabilities; (4) Distributing its remaining
property among its shareholders according to their interests; and (5) Doing every other act
necessary to wind up and liquidate its business and affairs. (b) Dissolution of a corporation
does not: (1) Alter the limited liability status of its subscribers and shareholders under
Section 10A-2-6.22, except as provided in Section 10A-1-9.22(d)(2) with respect to assets
distributed to a shareholder in liquidation; (2) Transfer title to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-14.05.htm - 2K - Match Info - Similar pages
11-62-3
Section 11-62-3 Application for authority to form corporation; adoption of resolution by governing
body authorizing incorporation; execution, acknowledgement, filing, recordation and contents
of certificate of incorporation; effect of granting of authority for incorporation upon incorporation
of other such corporations. (a) By proceeding in the manner set forth herein, any number of
natural persons, not less than three, may incorporate a special care facilities financing
authority in any municipality of the state. Such authority shall be organized as a public
corporation and instrumentality of the state with the powers hereinafter set forth. The incorporators
shall first file with the governing body of such municipality a written application seeking
permission to incorporate such authority, which application shall be accompanied by a proposed
form of certificate of incorporation for such authority and such supporting documents or evidence
as the incorporators may consider appropriate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-62-3.htm - 6K - Match Info - Similar pages
15-18-179
Section 15-18-179 Application for incorporation; certificate of incorporation; amendment; board
of directors; dissolution; funding; competitive bidding laws not applicable. (a) A public
corporation may be organized as a community punishment and corrections authority pursuant
to this article in any county or group of counties located in one or more judicial circuits.
In order to incorporate the public corporation, any number of natural persons, not less than
three, who are duly qualified electors of a proposed county or counties shall first file a
written application with the county commission or any two or more thereof. The application
shall contain all of the following: (1) The names of each county commission with which the
application is filed. (2) A statement that the applicants propose to incorporate an authority
pursuant to this article. (3) The proposed location of the principal office of the authority.
(4) A statement that each of the applicants is a duly qualified elector of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/15-18-179.htm - 14K - Match Info - Similar pages
10A-1-3.07
Section 10A-1-3.07 Certificate of existence or registration. Unless provided otherwise in a
chapter of this title governing an entity: (a) The Secretary of State, upon request and payment
of the requisite fee, shall furnish to any person a certificate of existence for a filing
entity if the filing instruments filed with the Secretary of State show that the filing entity
has been formed under the laws of this state. A certificate of existence shall reflect only
the information on file with the Secretary of State. A certificate of existence must state:
(1) the filing entity's name; (2) that the filing entity was formed under the laws of this
state and the date of formation; (3) whether the filing entity has delivered to the Secretary
of State for filing a certificate of dissolution; (4) whether the filing entity has delivered
to the Secretary of State for filing a certificate of reinstatement; (5) the unique identifying
number or other designation of the filing entity as assigned by the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-3.07.htm - 3K - Match Info - Similar pages
10A-2A-14.10
is located may dissolve a corporation: (1) in a proceeding by the Attorney General if it is
established that: (i) the corporation obtained its certificate of incorporation through fraud;
or (ii) the corporation has continued to exceed or abuse the authority conferred upon it by
law; (2) in a proceeding by a stockholder if it is established that: (i) the directors are
deadlocked in the management of the corporate affairs, the stockholders are unable to break
the deadlock, and irreparable injury to the corporation is threatened or being suffered,
or the business and affairs of the corporation can no longer be conducted to the advantage
of the stockholders generally, because of the deadlock; (ii) the directors or those in control
of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive,
or fraudulent; (iii) the stockholders are deadlocked in voting power and have failed, for
a period that includes at least two consecutive annual meeting dates, to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-14.10.htm - 3K - Match Info - Similar pages
10A-2A-6.40
Section 10A-2A-6.40 Distributions to stockholders. (a) The board of directors may authorize
and the corporation may make distributions to its stockholders subject to restriction by the
certificate of incorporation and the limitation in subsection (c). (b) The board of directors
may fix the record date for determining stockholders entitled to a distribution, which date
may not be retroactive. If the board of directors does not fix a record date for determining
stockholders entitled to a distribution (other than one involving a purchase, redemption,
or other acquisition of the corporation's stock), the record date is the date the board of
directors authorizes the distribution. (c) No distribution may be made if, after giving it
effect: (1) the corporation would not be able to pay its debts as they become due in the usual
course of business; or (2) the corporation's total assets would be less than the sum of its
total liabilities plus (unless the certificate of incorporation permits...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.40.htm - 3K - Match Info - Similar pages
10A-3-7.18
Section 10A-3-7.18 Survival of remedy after dissolution. The dissolution of a nonprofit corporation
either (1) by the filing of the articles of dissolution by the Secretary of State, or (2)
by an order of court when the court has not liquidated the assets and affairs of the corporation
as provided in this chapter, or (3) by operation of law, or (4) by expiration of its period
of duration, shall not take away or impair any remedy available to or against the nonprofit
corporation, its directors, officers, or members, for any right or claim existing, or any
liability incurred, prior to the dissolution if action or other proceeding thereon is commenced
within two years after the date of the dissolution. Any action or proceeding by or against
the nonprofit corporation may be prosecuted or defended by the nonprofit corporation in its
corporate name. The members, directors, and officers shall have power to take the corporate
or other action as shall be appropriate to protect the remedy,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-7.18.htm - 1K - Match Info - Similar pages
37-6-16
Section 37-6-16 Conversion of existing corporation into cooperative. Any corporation organized
under the laws of this state for the purpose, among others, of supplying electric energy to
its members may be converted into a cooperative and become subject to this chapter with the
same effect as if originally organized under this chapter by complying with the following
requirements: The proposition for the conversion of such corporation into a cooperative and
proposed articles of conversion to give effect thereto shall be first approved by the board
of trustees or the board of directors, as the case may be, of such corporation. The proposed
articles of conversion shall recite in the caption that they are executed pursuant to this
chapter and shall state: The name of the corporation prior to its conversion into a cooperative;
the address of the principal office of such corporation; the date of the filing of articles
of incorporation of such corporation in the office of the secretary of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-6-16.htm - 3K - Match Info - Similar pages
37-6-18
Section 37-6-18 Dissolution. (a) A cooperative which has not commenced business may dissolve
voluntarily by delivering to the Secretary of State articles of dissolution, executed and
acknowledged on behalf of the cooperative by a majority of the incorporators, which shall
state: (1) The name of the cooperative; (2) The address of its principal office; (3) The date
of its incorporation; (4) That the cooperative has not commenced business; (5) That the amount,
if any, actually paid in on account of membership fees, less any part thereof disbursed for
necessary expenses, has been returned to those entitled thereto and that all easements shall
have been released to the grantors; (6) That no debt of the cooperative remains unpaid; and
(7) That a majority of the incorporators elect that the cooperative be dissolved. Such articles
of dissolution shall be submitted to the Secretary of State for filing as provided in this
chapter. (b) A cooperative which has commenced business may dissolve...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-6-18.htm - 6K - Match Info - Similar pages
|