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10A-2A-6.26
Section 10A-2A-6.26 Uncertificated interests. (a) Unless the certificate of incorporation
or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance
of some or all of the shares of stock of any or all of its classes or series without certificates.
The authorization does not affect shares of stock already represented by certificates until
they are surrendered to the corporation. (b) Within a reasonable time after the issuance or
transfer of shares of stock without certificates, the corporation shall comply with the notice
requirements of Section 10A-1-3.45. (Act 2019-94, §1.)...
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10A-3-2.01
Section 10A-3-2.01 Members. (a) A nonprofit corporation may have one or more classes
of members or may have no members. If the nonprofit corporation has one or more classes of
members, the designation of the class or classes, the manner of election or appointment and
the qualifications and rights of the members of each class shall be set forth in the governing
documents. If the nonprofit corporation has no members, that fact shall be set forth in the
certificate of formation. A nonprofit corporation may issue certificates evidencing membership
therein. (b) The members of the nonprofit corporation shall not be liable for obligations
of the corporation. (Acts 1984, No. 84-290, p. 502, §11; §10-3A-26; amended and renumbered
by Act 2009-513, p. 967, §171.)...
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11-50-314
Section 11-50-314 Powers of corporation generally; provisions in mortgages, deeds of
trust, or pledge agreements executed by corporation as to rights of parties thereto, etc.
(a) Each corporation formed or the certificate of incorporation of which is amended under
this article shall have the following powers together with all powers incidental thereto or
necessary to the discharge thereof in corporate form: (1) To have succession by its corporate
name for the duration of time (which may be in perpetuity) specified in its certificate of
incorporation or until dissolved as provided in this article; (2) To sue and be sued and to
defend civil actions against it; (3) To make use of a corporate seal and to alter the same
at pleasure; (4) To acquire, purchase, construct, operate, maintain, enlarge, extend, and
improve any system or systems, the operation of which is provided for in the certificate of
incorporation of such corporation or in any amendment thereto (whether or not such system
or...
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8-6-11
Section 8-6-11 Registration of securities - Exempt transactions. (a) Except as hereinafter
in this section expressly provided, Sections 8-6-3 through 8-6-9 shall not apply to
any of the following transactions: (1) Any isolated nonissuer transaction, whether effected
through a dealer or not; (2) Any nonissuer transaction in an outstanding security by a registered
dealer if: a. The issuer has a class of securities subject to registration under Section
12 of the Securities Exchange Act of 1934 and has been subject to the reporting requirements
of Sections 13 or 15(d) of the Securities Exchange Act of 1934 for not less than 180 days
before the transaction; or has filed and maintained with the commission for not less than
180 days before the transaction information, in such form as the commission, by rule, specifies,
substantially comparable to the information which the issuer would be required to file under
Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, or the...
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10A-17-1.02
Section 10A-17-1.02 Definitions. In this chapter: (1) "Member" means a person
who, under the rules or practices of a nonprofit association, may participate in the selection
of persons authorized to manage the affairs of the nonprofit association or in the development
of policy of the nonprofit association. (2) "Nonprofit association" means an unincorporated
organization consisting of two or more members joined by mutual consent as an association
for a stated common, nonprofit purpose, but does not include a limited liability company,
general partnership, or limited partnership. In addition, joint tenancy, tenancy in common,
or tenancy by the entireties does not by itself establish a nonprofit association, even if
the co-owners share use of the property for a nonprofit purpose. (3) "Nonprofit purpose"
shall be any purpose for which a nonprofit corporation could be organized under the Alabama
Nonprofit Corporation Act, as amended, and where no part of income or profit is distributable
to...
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10A-2-6.03
Section 10A-2-6.03 Issued and outstanding 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 issue the number of shares of each class or series authorized by the articles
of incorporation. Shares that are issued are outstanding shares until they are reacquired,
redeemed, converted, or canceled. (b) The reacquisition, redemption, or conversion of outstanding
shares is subject to the limitations of subsection (c) of this section and to Section
10A-2-6.40. (c) At all times that shares of the corporation are outstanding, one or more shares
that together have unlimited voting rights and one or more shares that together are entitled
to receive the net assets of the corporation upon dissolution must be outstanding. (Acts 1994,
No. 94-245, p. 343, §1; §10-2B-6.03; amended and renumbered by Act 2009-513, p. 967, §98.)...
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40-18-8
Section 40-18-8 Gain or loss - Recognition. (a) General rule. Except as provided in
this section, upon the sale or exchange of property, the entire amount of the gain
or loss determined under Section 40-18-7 shall be recognized. (b) Exchange of stock
for stock of same corporation. No gain or loss shall be recognized if common stock in a corporation
is exchanged solely for common stock in the same corporation, or if preferred stock in a corporation
is exchanged solely for preferred stock in the same corporation. (c) Like-kind exchanges.
If an exchange of property satisfies the requirements of 26 U.S.C. § 1031, relating to like-kind
exchanges, then the amount of gain or loss recognized in the exchange shall be determined
in accordance with 26 U.S.C. § 1031. (d) Involuntary conversions. If a taxpayer validly elects
to determine the amount of gain recognized for federal income tax purposes under 26 U.S.C.
§ 1033, relating to involuntary conversions, the amount of gain recognized shall...
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10A-2-10.06
Section 10A-2-10.06 Articles of amendment. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation
amending its articles of incorporation shall deliver to the judge of probate for filing articles
of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment
adopted; (3) If an amendment provides for an exchange, reclassification, or cancellation of
issued shares, provisions for implementing the amendment if not contained in the amendment
itself; (4) The date of each amendment's adoption; (5) If an amendment was adopted by the
board of directors without shareholder action, a statement to that effect and that shareholder
action was not required; (6) If an amendment was approved by the shareholders: (i) The designation,
number of outstanding shares, number of votes entitled to be cast by each voting group entitled
to vote separately on the amendment, and the number of votes of...
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10A-2-12.01
Section 10A-2-12.01 Sale of assets in regular course of business and mortgage of assets.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT
IN THE CURRENT CODE SUPPLEMENT. (a) Subject to the limitations of the Constitution of Alabama
of 1901, as the same may be amended from time to time, a corporation may, on the terms and
conditions and for the consideration determined by the board of directors: (1) Sell, lease,
exchange, or otherwise dispose of all, or substantially all, of its property in the usual
and regular course of business; (2) Mortgage, pledge, dedicate to the repayment of indebtedness,
whether with or without recourse, or otherwise encumber any or all of its property whether
or not in the usual and regular course of business; or (3) Transfer any or all of its property
to a corporation all the shares of which are owned by the corporation. (b) Unless the articles
of incorporation require it, approval by the shareholders of a transaction...
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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...
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