6-12A-4
Section 6-12A-4 Agent for service of process. (a) Agent for service of process required. Any non-resident or foreign non-participating manufacturer that has not registered to do business in the state as a foreign corporation or business entity, as a condition precedent to having its brand families listed or retained in the directory, shall appoint and continually engage without interruption the services of an agent in this state to act as agent for the service of process on whom all process, and any action or proceeding against it concerning or arising out of the enforcement of this chapter and Section 6-12-3, may be served in any manner authorized by law. The service shall constitute legal and valid service of process on the non-participating manufacturer. The non-participating manufacturer shall provide the name, address, phone number, and proof of the appointment and availability of their agent to and to the satisfaction of the commissioner. (b) The non-participating manufacturer...
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10A-2-14.04
Section 10A-2-14.04 Revocation 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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 corporation may revoke its dissolution within 120 days of its effective date. (b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke without shareholder action. (c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the judge of probate for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth: (1) The name of the corporation; (2) The effective date of the dissolution that was revoked; (3) The date that the revocation of dissolution was authorized; (4) If the corporation's board of directors (or incorporators)...
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10A-2-6.32
Section 10A-2-6.32 Cancellation of reacquired shares. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 may at any time, by resolution of its board of directors, and without shareholder action: (1) Cancel all or any part of the shares of the corporation reacquired by it other than shares the reissuance of which is prohibited by the articles of incorporation, and in the event a statement of cancellation shall be filed under this section; or (2) File a statement of cancellation with respect to shares the reissuance of which is prohibited by the articles of incorporation. (b) The statement of cancellation shall be executed by the corporation and delivered to the judge of probate for filing. The statement shall set forth: (1) The name of the corporation; (2) The number of reacquired shares canceled by resolution duly adopted by the board of directors, itemized by classes and series, and the date of...
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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-2-7.04
Section 10A-2-7.04 Action without meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Except as provided in the articles of incorporation, action required or permitted by the Constitution of Alabama of 1901 or by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) If not otherwise fixed under Section 10A-2-7.03 or 10A-2-7.07, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under subsection (a). (c) A consent signed under this section has the effect of a...
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10A-17-1.16
Section 10A-17-1.16 Other acts not repealed. The following sections and parts of sections of the Code of Alabama 1975, as amended, are not repealed by this chapter: (1) Sections 2-10-1 through 2-10-108, regarding cooperatives and associations. (2) Section 6-3-4, regarding venue of actions against unincorporated groups issuing insurance policies. (3) Section 6-3-6, regarding venue of actions against unincorporated organizations or associations. (4) Section 6-5-336, regarding immunity of volunteers of nonprofit organizations if actions are in good faith and in the scope of official functions and duties, and do not represent willful or wanton misconduct. (5) Section 6-6-220, defining "Person" as including any person, partnership, joint stock company, unincorporated association, or society, or municipal or other corporation. (6) Section 6-7-80, regarding right to commence actions in name of unincorporated organization or association. (7) Section 6-7-81, regarding commencement of actions...
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10A-2-14.32
Section 10A-2-14.32 Receivership or custodianship. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located. (b) The court may appoint an individual, domestic or foreign corporation, authorized to transact business in this state, or other entity as receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. (c) The court shall...
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10A-2-15.42
Section 10A-2-15.42 Filing of verified statement with Commissioner of Revenue by foreign corporation prior to acting as fiduciary. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Prior to the time when any foreign corporation acts pursuant to the authority of this article in any fiduciary capacity or capacities in this state, the foreign corporation shall file with the Commissioner of Revenue of this state a verified statement which shall state: (1) The correct corporate name of the foreign corporation; (2) The name of the state under the laws of which it is incorporated or if the foreign corporation is a national banking association or other corporation organized under the laws of the United States shall state that fact; (3) The address of its principal business office; (4) In what fiduciary capacity, or capacities, it desires to act in the State of Alabama; (5) That it is authorized to act in a similar...
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10A-2-16.01
Section 10A-2-16.01 Corporate records. 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 shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation. (b) A corporation shall maintain appropriate accounting records. (c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class or shares showing the number and class of shares held by each. (d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. (e) Each...
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10A-2-8.33
Section 10A-2-8.33 Liability for unlawful distributions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Unless he or she complies with the applicable standards of conduct described in Section 10A-2-8.30, a director who votes for or assents to a distribution made in violation of this chapter or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter or the articles of incorporation. (b) A director held liable for an unlawful distribution under subsection (a) is entitled to contribution: (1) From every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in Section 10A-2-8.30, and (2) From each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of this chapter or...
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