Code of Alabama

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10A-2-14.22
Section 10A-2-14.22 Reinstatement following administrative 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 REPEALED IN THE 2019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 corporation administratively dissolved under Section 10A-2-14.21 may apply
to the Secretary of State for reinstatement within two years after the effective date of dissolution.
The application must: (1) Recite the name and address of the corporation and the effective
date of its administrative dissolution; (2) State that the ground or grounds for dissolution
either did not exist or have been eliminated; (3) State that the corporation's name satisfies
the requirements of Sections 10A-1-5.03 and 10A-1-5.04; and (4) Contain a certificate from
the Department of Revenue reciting that all taxes owed by the corporation have been paid.
(b) If the Secretary of State determines that the application contains the information required
by subsection (a) and that the information is correct, he or she...
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10A-2-14.21
Section 10A-2-14.21 Procedure for and effect of administrative dissolution. REPEALED IN THE
2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) If the Secretary of State determines that one or more grounds exist under
Section 10A-2-14.20 for dissolving a corporation, he or she shall serve the corporation with
written notice of his or her determination under Section 10A-1-5.31(b), 10A-1-5.35, or 10A-1-5.36.
(b) If the corporation does not correct each ground for dissolution or demonstrate to the
reasonable satisfaction of the Secretary of State that each ground determined by the Secretary
of State does not exist within 60 days after service of the notice is perfected under Section
10A-1-5.31(b), 10A-1-5.35, or 10A-1-5.36, the Secretary of State shall administratively dissolve
the corporation by signing a certificate of dissolution that recites the ground or grounds
for dissolution and its effective date. The Secretary of State...
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10A-2A-14.04
Section 10A-2A-14.04 Revocation of dissolution; reinstatement. (a) A corporation may revoke
its dissolution within 120 days after its effective date and be reinstated. (b) Revocation
of dissolution and reinstatement shall be authorized in the same manner as the dissolution
was authorized unless that authorization permitted revocation and reinstatement by action
of the board of directors alone, in which event the board of directors may revoke the dissolution
and effect the reinstatement without stockholder action. (c) After the revocation of dissolution
and reinstatement is authorized, the corporation may revoke the dissolution and effect the
reinstatement by delivering to the Secretary of State for filing a certificate of revocation
of dissolution and reinstatement, together with a copy of its certificate of dissolution,
that sets forth: (1) the name of the corporation; (2) the effective date of the dissolution
that was revoked; (3) the date that the revocation of dissolution and...
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10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03, as used in this
chapter, unless otherwise specified or unless the context otherwise requires, the following
terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all classes and
series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL STOCKHOLDER
means a person who owns the beneficial interest in stock, which is either a record stockholder
or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any other
documents permitted or required to be delivered for filing by a corporation with the Secretary
of State under this chapter or Chapter 1 that modify, amend, supplement, restate, or replace
the certificate of incorporation. After an amendment of the certificate...
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27-60-2
committees as its bylaws may provide for the carrying out of its functions. 4. Corporate records
of the commission. The commission shall maintain its corporate books and records in accordance
with the bylaws. 5. Qualified immunity, defense, and indemnification. a. The members, officers,
executive director, employees, and representatives of the commission shall be immune from
suit and liability, either personally or in their official capacity, for any claim for damage
to or loss of property or personal injury or other civil liability caused by
or arising out of any actual or alleged act, error, or omission that occurred, or that the
person against whom the claim is made had a reasonable basis for believing occurred within
the scope of commission employment, duties, or responsibilities. Nothing in this paragraph
shall be construed to protect any such person from suit or liability, or both, for any damage,
loss, injury, or liability caused by the intentional or willful and wanton...
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15-22-1.1
by the Interstate Commission, but shall not be a member. (c) Corporate records of the Interstate
Commission. The Interstate Commission shall maintain its corporate books and records in accordance
with the bylaws. (d) Qualified immunity, defense and indemnification. (1) The members, officers,
executive director, and employees of the Interstate Commission shall be immune from suit and
liability, either personally or in their official capacity, for any claim for damage to or
loss of property or personal injury or other civil liability caused or arising
out of any actual or alleged act, error or omission that occurred within the scope of Interstate
Commission employment, duties or responsibilities; provided, that nothing in this paragraph
shall be construed to protect any such person from suit and/or liability for any damage, loss,
injury or liability caused by the intentional or willful and wanton misconduct of any
such person. (2) The Interstate Commission shall defend the...
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27-61-1
functions. 5. CORPORATE RECORDS OF THE COMMISSION The Commission shall maintain its corporate
books and records in accordance with the Bylaws. 6. QUALIFIED IMMUNITY, DEFENSE, AND INDEMNIFICATION
a. The Members, officers, executive director, employees, and representatives of the Commission,
the Executive Committee, and any other Committee of the Commission shall be immune from suit
and liability, either personally or in their official capacity, for any claim for damage to
or loss of property or personal injury or other civil liability caused by or
arising out of any actual or alleged act, error, or omission that occurred, or that the person
against whom the claim is made had a reasonable basis for believing occurred within the scope
of Commission employment, duties, or responsibilities; provided that nothing in this paragraph
shall be construed to protect any such person from suit and/or liability for any damage, loss,
injury, or liability caused by the intentional or willful or wanton...
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10A-2-14.23
Section 10A-2-14.23 Appeal from denial of reinstatement. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
If the Secretary of State denies a corporation's application for reinstatement following administrative
dissolution, he or she shall serve the corporation under Section 10A-1-5.31, 10A-1-5.35, or
10A-1-5.36 with a written notice that explains the reason or reasons for denial. (b) The corporation
may appeal the denial of reinstatement to the circuit court of the county where its articles
of incorporation are filed within 30 days after service of the notice of denial is perfected.
A corporation created by an act of the Legislature prior to the adoption of the Constitution
of Alabama of 1901, or which resulted from a merger or consolidation, may appeal to the Circuit
Court of Montgomery County. The corporation appeals by petitioning the court to set aside
the dissolution and attaching to the petition copies...
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10A-2A-14.03
Section 10A-2A-14.03 Certificate of dissolution. (a) At any time after dissolution is authorized,
the corporation may dissolve by delivering to the Secretary of State for filing a certificate
of dissolution setting forth: (1) the name of the corporation; (2) the date that dissolution
was authorized; (3) if dissolution was approved by the stockholders, a statement that the
proposal to dissolve was duly approved by the stockholders in the manner required by this
chapter and by the certificate of incorporation; and (4) the unique identifying number or
other designation as assigned by the Secretary of State. (b) The certificate of dissolution
shall take effect at the effective date determined in accordance with Article 4 of Chapter
1. A corporation is dissolved upon the effective date of its certificate of dissolution. (c)
For purposes of this Division A of this Article 14, "dissolved corporation" means
a corporation whose certificate of dissolution has become effective and includes a...
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10A-2A-1.21
Section 10A-2A-1.21 Certificate of existence or registration. (a) The Secretary of State, upon
request and payment of the requisite fee, shall furnish to any person a certificate of existence
for a corporation if the writings filed in the office of the Secretary of State show that
the corporation has been incorporated 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 corporation's name; (2) that the corporation was incorporated under the
laws of this state, the date of incorporation, and the filing office in which the certificate
of incorporation was filed; (3) whether the corporation has delivered to the Secretary of
State for filing a certificate of dissolution; (4) whether the corporation has delivered to
the Secretary of State for filing a certificate of reinstatement; and (5) other facts of record
in the office of the Secretary of State that are specified...
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