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10A-2A-14.07
Section 10A-2A-14.07 Other claims against dissolved corporation. (a) A dissolved corporation
may publish notice of its dissolution and request that persons with claims against the dissolved
corporation present them in accordance with the notice. (b) The notice authorized by subsection
(a) must: (1) be published at least one time in a newspaper of general circulation in the
county in which the dissolved corporation's principal office is located or, if it has none
in this state, in the county in which the corporation's most recent registered office is located;
(2) describe the information that must be included in a claim and provide a mailing address
to which the claim is to be sent; and (3) state that if not sooner barred, a claim against
the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced
within two years after the publication of the notice. (c) If a dissolved corporation publishes
a newspaper notice in accordance with subsection (b), unless...
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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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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...
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13A-6-162
Section 13A-6-162 THIS SECTION WAS ASSIGNED BY THE CODE COMMISSIONER IN THE 2018 REGULAR SESSION,
EFFECTIVE JULY 1, 2018. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Any person, corporation,
or other legal entity who engages in any act or practice that violates this article is liable
for a civil penalty of up to fifty thousand dollars ($50,000) for each violation. (b) Any
person, corporation, or other legal entity who violates the terms of an injunction or order
issued under this article shall forfeit and pay a civil penalty of not more than seventy-five
thousand dollars ($75,000) per violation and shall be adjudged in contempt. For the purpose
of this section, any court issuing an injunction or order under this article shall retain
jurisdiction, and in such cases the Attorney General may petition for recovery of civil penalties.
(c) Upon a second or continuing violation of an injunction after imposition of the sanctions
in subsection (b), and upon petition by the Attorney General,...
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10A-3-7.05
Section 10A-3-7.05 Voluntary dissolution - Articles of dissolution. If voluntary dissolution
proceedings have not been revoked, then when all debts, liabilities, and obligations of the
corporation shall have been paid and discharged, or adequate provision shall have been made
therefor, and all of the remaining property and assets of the nonprofit corporation shall
have been transferred, conveyed, or distributed in accordance with the provisions of this
chapter, articles of dissolution shall be executed for the nonprofit corporation by its president
or a vice president, and by its secretary or an assistant secretary, and verified by one of
the officers signing the articles, which statement shall set forth: (1) The name of the nonprofit
corporation. (2) That a statement of intent to dissolve the nonprofit corporation has theretofore
been filed, and the date on which the statement was filed. (3) That all debts, obligations,
and liabilities of the nonprofit corporation have been paid and...
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10A-3-7.15
Section 10A-3-7.15 Liquidation - Entry of order of involuntary dissolution. In proceedings
to liquidate the assets and affairs of a nonprofit corporation, when the costs and expenses
of the proceedings and all debts, obligations, and liabilities of the nonprofit corporation
shall have been paid and discharged and all of its remaining property and assets distributed
in accordance with the provisions of this chapter, or in case its property and assets are
not sufficient to satisfy and discharge the costs, expenses, debts, and obligations, and all
the property and assets have been applied so far as they will go to their payment, the court
shall enter an order dissolving the nonprofit corporation, whereupon the existence of the
nonprofit corporation shall cease. (Acts 1984, No. 84-290, p. 502, §62; §10-3A-154; amended
and renumbered by Act 2009-513, p. 967, §192.)...
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10A-2A-14.05
Section 10A-2A-14.05 Effect of dissolution. (a) A dissolved corporation continues its existence
as a corporation but may not carry on any business except as is 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 stockholders; (3) discharging or making
provisions for discharging its liabilities; (4) distributing its remaining property among
its stockholders according to their interests; and (5) doing every other act necessary to
wind up and liquidate its business and affairs. (b) In winding up its business and affairs,
a corporation may: (1) preserve the corporation's business and affairs and property as a going
concern for a reasonable time; (2) prosecute, defend, or settle actions or proceedings whether
civil, criminal, or administrative; (3) transfer the corporation's assets; (4) resolve disputes
by mediation or arbitration; (5) merge or convert in accordance with...
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10A-2A-14.14
Section 10A-2A-14.14 Election to purchase in lieu of dissolution. (a) In a proceeding under
Section 10A-2A-14.10(a)(2) to dissolve a corporation, the corporation may elect or, if it
fails to elect, one or more stockholders may elect to purchase all stock owned by the petitioning
stockholder at the fair value of the stock. An election pursuant to this section shall be
irrevocable unless the court determines that it is equitable to set aside or modify the election.
(b) An election to purchase pursuant to this section may be filed with the court at any time
within 90 days after the filing of the petition under Section 10A-2A-14.10(a)(2) or at a later
time as the court in its discretion may allow. If the election to purchase is filed by one
or more stockholders, the corporation shall, within 10 days thereafter, give written notice
to all stockholders, other than the petitioner. The notice must state the name and number
of shares of stock owned by the petitioner and the name and number of...
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10A-5-6.06
Section 10A-5-6.06 Cessation of membership. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) A person ceases to be a member of a limited liability company
upon the occurrence of one or more of the following events: (1) The member ceases to be a
member by voluntary act as provided in subsection (d). (2) The member ceases to be a member
of the limited liability company as provided in Section 10A-5-6.03. (3) The member is removed
as a member in either of the following manners: a. In accordance with the operating agreement.
b. Subject to contrary provisions in the operating agreement, when the member assigns all
of the member's interest in the limited liability company, by an affirmative vote of a majority
in number of the members who have not assigned their interests. (b) Subject to contrary provisions
in the operating agreement, or written consent of all members at the time, a person ceases
to be a member upon the occurrence of one or more of the...
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10A-2A-7.03
Section 10A-2A-7.03 Court-ordered meetings. (a) The designated court, and if none, the circuit
court for the county in which the corporation's principal office is located in this state,
and, if none in this state, the circuit court for the county in which the corporation's most
recent registered office is located may summarily order a meeting to be held: (1) on application
of any stockholder of the corporation entitled to participate in an annual meeting if an annual
meeting was not held or action by written consent in lieu of an annual meeting did not become
effective within the earlier of 12 months after the end of the corporation's fiscal year or
15 months after its last annual meeting; or (2) on application of one or more stockholders
who signed a demand for a special meeting valid under Section 10A-2A-7.02, if: (i) notice
of the special meeting was not given within 30 days after the first day on which the requisite
number of demands have been delivered to the corporation; or (ii)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.03.htm - 2K - Match Info - Similar pages
8-6-110
Section 8-6-110 Definitions. The following words and phrases, as used in this article, shall
have the following meanings: (1) AUTHORIZING ACT. Any of the following statutes or acts: a.
Any of the following sections, as amended: Section 11-20-1 et seq., relating to industrial
revenue bonds to be issued by counties; Section 11-54-20 et seq., relating to industrial revenue
bonds to be issued by municipalities; Section 11-54-80 et seq., relating to industrial revenue
bonds to be issued by municipal industrial development boards; Section 11-58-1 et seq., relating
to industrial revenue bonds to be issued by municipal medical clinic boards, Section 22-21-170
et seq., relating to industrial revenue bonds to be issued by county and municipal hospital
authorities; and Section 11-20-30 et seq., relating to industrial revenue bonds to be issued
by county industrial development boards. b. The following acts of the Alabama Legislature:
Act No. 4, enacted at the 1956 Second Special Session of the...
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