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10A-2-11.06
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) When a merger takes effect:
(1) Every other corporation party to the merger merges into the surviving corporation and
the separate existence of every corporation except the surviving corporation ceases; (2) The
surviving corporation thereupon and thereafter possesses all the rights, immunities, and franchises,
of a public as well as of a private nature, of every corporation party to the merger; and
all property, real, personal and mixed, and all debts due each of the corporations
so merged, are taken and deemed to be transferred and vested in the surviving corporation
without further act or deed; and title to any real estate, or an interest therein, vested
in any of the corporations shall not revert nor in any way be impaired by reason of the merger;
(3) The surviving corporation shall be responsible and liable for all the liabilities and
obligations of each corporation party to the merger; and neither the rights...
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10A-2A-11.05
Section 10A-2A-11.05 Merger between parent and subsidiary or between subsidiaries. (a) A domestic
or foreign parent entity that owns stock of a corporation which carries at least 90 percent
of the voting power of each class and series of the outstanding stock of that subsidiary corporation
that has voting power may (i) merge that subsidiary corporation into itself (if it is a corporation,
foreign corporation, or eligible entity), (ii) merge that subsidiary corporation into another
corporation, foreign corporation, or eligible entity in which the parent entity owns at least
90 percent of the voting power of each class and series of the outstanding stock or eligible
interests which have voting power, or (iii) merge itself (if it is a corporation, foreign
corporation, or eligible entity) into that subsidiary corporation, in any case without the
approval of the board of directors or stockholders of that subsidiary corporation, unless
the certificate of incorporation or organizational...
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10A-4-5.04
Section 10A-4-5.04 Annual report of domestic and foreign professional corporations. (a) Every
professional corporation, domestic or foreign, is required to file an annual report under
the Alabama Business Corporation Law, and shall include in the annual report, in addition
to the items required by the Alabama Business Corporation Law: (1) A statement that all the
shareholders, at least one director, and the president of the corporation are qualified persons
with respect to the corporation, and (2) In the case of a foreign professional corporation,
the name or names of the Alabama licensed professional or professionals through whom the foreign
professional corporation will render professional services in Alabama. (b) Financial information
contained in the annual report of a professional corporation, other than the amount of stated
capital of the corporation, shall not be open to public inspection nor shall the licensing
authority disclose any facts or information obtained therefrom...
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10A-3-5.06
Section 10A-3-5.06 Merger or consolidation of domestic and foreign nonprofit corporations.
(a) One or more foreign nonprofit corporations and one or more domestic nonprofit corporations
may be merged or consolidated in the following manner, if the merger or consolidation is permitted
by the laws of the state under which each foreign nonprofit corporation is organized: (1)
Each domestic nonprofit corporation shall comply with the provisions of this title with respect
to the merger or consolidation, as the case may be, of domestic nonprofit corporations and
each foreign nonprofit corporation shall comply with the applicable provisions of the laws
of the state under which it is organized. (2) If the surviving or new nonprofit corporation,
as the case may be, is to be governed by the laws of any state other than Alabama, it shall
comply with the provisions of this title with respect to foreign entities if it is to conduct
affairs in Alabama, and in every case it shall be deemed to have...
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10A-4-1.02
Section 10A-4-1.02 Applicability of Business Corporation Law and Nonprofit Corporation Law.
The provisions of the Alabama Business Corporation Law shall apply to professional corporations,
domestic and foreign, except to the extent the provisions are inconsistent with the provisions
of this chapter; provided, however, that in the case of nonprofit professional corporations,
domestic or foreign, the provisions of the Alabama Nonprofit Corporation Law shall apply except
to the extent the provisions are inconsistent with the provisions of this chapter. (Acts 1983,
No. 83-514, p. 763, §2; §10-4-381; amended and renumbered by Act 2009-513, p. 967, §201.)...
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10A-2-16.04
Section 10A-2-16.04 Court-ordered inspection. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If a domestic corporation
or a foreign corporation with its principal office within this state does not allow a shareholder
who complies with Section 10A-2-16.02(a) to inspect and copy any records required by that
subsection to be available for inspection, the circuit court of the county where the corporation's
principal office, or, if none in this state, its registered office, is located may summarily
order inspection and copying of the records demanded at the corporation's expense upon application
of the shareholder. (b) If a domestic corporation or a foreign corporation with its principal
office within this state does not within a reasonable time allow a shareholder to inspect
and copy any other record, the shareholder who complies with Section 10A-2-16.02(b) and (c)
may apply to the circuit court in the county...
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10A-2A-11.01
(G) for a professional corporation or foreign professional corporation, its certificate of
incorporation, bylaws, and other agreements among its stockholders that are authorized by
its governing statute, or comparable writings as provided in its governing statute; and (H)
for any other organization, the basic writings that create the organization and determine
its internal governance and the relations among the persons that own it, have an interest
in it, or are members of it. (8) "New personal liability" means personal
liability of a person, resulting from a merger or stock exchange, that is (i) (A) in respect
of an entity which is different from the entity in which the person held stock or eligible
interests immediately before the merger became effective, or (B) in respect of an entity which
is different from the entity in which the person held stock immediately before the stock exchange
became effective; or (ii) in respect of the same entity as the one in which the person held...
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10A-2-16.22
Section 10A-2-16.22 Annual report for Secretary of State. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
Each domestic corporation, and each foreign corporation authorized to transact business in
this state, shall deliver to the Secretary of State for filing an annual report that sets
forth: (1) The name of the corporation and the state or other jurisdiction under whose law
it is incorporated; (2) The address of its registered office and the name of its registered
agent at that office in this state; (3) The address of its principal office including, in
the case of a foreign corporation, the address of its principal office in the state or other
jurisdiction under whose law it is incorporated; (4) The names and respective addresses of
its president and secretary; and (5) A brief statement of the character of business in which
it is actually engaged in this state. (b) Information in the annual report must be...
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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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27-3-30
Section 27-3-30 Foreign insurer may become domestic insurer; method; certificate and license
eligibility; authority and jurisdiction of state; continuation of corporate existence and
date of incorporation. Any insurer which is organized under the laws of any other state and
is admitted to do business in this state for the purpose of writing insurance may become a
domestic insurer by complying with all of the requirements of law relative to the organization
and licensing of a domestic insurer of the same type and by designating its principal place
of business at a place in this state. Said domestic insurer will be entitled to like certificates
and licenses to transact business in this state and shall be subject to the authority and
jurisdiction of this state. Articles of incorporation of such domestic insurer may be amended
to provide that the corporation is a continuation of the corporate existence of the original
foreign corporation through adoption of this state as its corporate...
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