10A-2-6.30
Section 10A-2-6.30 Shareholders' preemptive rights. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The shareholders of a corporation have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation otherwise provide. (b) The following principles govern a shareholder's preemptive rights under this section, except to the extent the articles of incorporation expressly provide otherwise: (1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them. (2) A shareholder may waive his or her preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by...
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10A-4-3.02
Section 10A-4-3.02 Death or disqualification of shareholder. (a) Upon the death of a shareholder of a domestic professional corporation, or if a shareholder of a domestic professional corporation becomes a disqualified person, or if shares of a domestic professional corporation are transferred by operation of law or court decree to a disqualified person, the shares of the deceased shareholder or of the disqualified person may be transferred to a qualified person and, if not so transferred, shall be purchased or redeemed by the domestic professional corporation to the extent of funds which may be legally made available for the purchase. (b) If the price for the shares is not fixed by the governing documents of the domestic professional corporation or by private agreement, the domestic professional corporation, within six months after the death or 30 days after the disqualification or transfer, as the case may be, shall make a written offer to pay for the shares at a specified price...
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10A-2-13.28
Section 10A-2-13.28 Procedure if shareholder dissatisfied with offer to payment. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A dissenter may notify the corporation in writing of his or her own estimate of the fair value of his or her shares and amount of interest due, and demand payment of his or her estimate, or reject the corporation's offer under Section 10A-2-13.25 and demand payment of the fair value of his or her shares and interest due, if: (1) The dissenter believes that the amount offered under Section 10A-2-13.25 is less than the fair value of his or her shares or that the interest due is incorrectly calculated; (2) The corporation fails to make an offer under Section 10A-2-13.25 within 60 days after the date set for demanding payment; or (3) The corporation, having failed to take the proposed action, does not release the transfer restrictions imposed on shares within 60 days after the date set...
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10A-5-3.02
Section 10A-5-3.02 Liability of members to third parties. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in this chapter, a member of a limited liability company is not liable under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability company, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, manager, agent, or employee of the limited liability company. (b) A member may be liable to creditors of the limited liability company for a written agreement to make a contribution to the limited liability company. (c) A member of a limited liability company may become liable by reason of the member's own acts or conduct. (Acts 1993, No. 93-724, p. 1425, §20; §10-12-20; amended and renumbered by Act 2009-513, p. 967, §228.)...
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10A-2-11.03
Section 10A-2-11.03 Action on plan. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After adopting a plan of merger or share exchange, the board of directors of each corporation party to the merger, and the board of directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of merger, except as provided in subsection (g), or share exchange for approval by its shareholders. (b) For a plan of merger or share exchange to be approved: (1) The board of directors must recommend the plan of merger or share exchange to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the plan; and (2) The shareholders entitled to vote must approve the plan. (c) Subject to the corporation's articles of...
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10A-2-7.23
Section 10A-2-7.23 Shares held by nominees. 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 establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure. (b) The procedure may set forth: (1) The types of nominees to which it applies; (2) The rights or privileges that the corporation recognizes in a beneficial owner; (3) The manner in which the procedure is selected by the nominee; (4) The information that must be provided when the procedure is selected; (5) The period for which selection of the procedure is effective; and (6) Other aspects of the rights and duties created. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.23; amended and renumbered by Act 2009-513, p. 967, §110.)...
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10A-2A-6.22
Section 10A-2A-6.22 Liability of stockholders. (a) A purchaser from a corporation of the corporation's own stock is not liable to the corporation or its creditors with respect to the stock except to pay the consideration for which the stock was authorized to be issued or specified in the subscription agreement. (b) A stockholder is not personally liable for any liabilities of the corporation (including liabilities arising from acts of the corporation) except to the extent provided in a provision of the certificate of incorporation permitted by Section 10A-2A-2.02. (Act 2019-94, §1.)...
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10A-5A-3.01
Section 10A-5A-3.01 Liability of members to third parties. A member of a limited liability company is not liable, solely by reason of being a member, for a debt, obligation, or liability of the limited liability company or a series thereof, whether arising in contract, tort, or otherwise or for the acts or omissions of any other member, agent, or employee of the limited liability company or a series thereof. (Act 2014-144, p. 265, §1.)...
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27-31-18
Section 27-31-18 Subscribers; exchange of insurance contracts; liability of representatives. Individuals, partnerships, and corporations of this state may make application, enter into agreement for, and hold, policies or contracts in, or with, and be a subscriber of any domestic, foreign, or alien reciprocal insurer. Any corporation now or hereafter organized under the laws of this state shall, in addition to the rights, powers, and franchises specified in its articles of incorporation, have full power and authority as a subscriber to exchange insurance contracts through such reciprocal insurer. The right to exchange such contracts is hereby declared to be incidental to the purposes for which such corporations are organized and to be as fully granted as the rights and powers expressly conferred upon such corporations. Government or governmental agencies, state or political subdivisions thereof, boards, associations, estates, trustees, or fiduciaries are authorized to exchange...
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10A-2-2.04
Section 10A-2-2.04 Liability for preincorporation transactions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Any person purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, is liable for all liabilities created by so acting. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.04; amended and renumbered by Act 2009-513, p. 967, §89.)...
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