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10A-2-6.22
Section 10A-2-6.22 Liability of shareholders and subscribers. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A purchaser from a corporation of its own shares is not liable to the corporation or its
creditors with respect to the shares except to pay the consideration for which the shares
were authorized to be issued or specified in the subscription agreement. (b) Neither a subscriber
nor a shareholder of a corporation is personally liable for the acts or debts of the corporation.
(c) A corporation may have a lien on the shares of its shareholders for any debt or liability
incurred to it by the shareholders before notice or transfer of or levy on the shares, if
the right to a lien is provided for in the articles of incorporation and is recited conspicuously
on its certificates for shares of stock. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.22;
amended and renumbered by Act 2009-513, p. 967, §100.)...
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10A-10-1.15
Section 10A-10-1.15 Merger. (a) For purposes of this section, the following words shall have
the respective meanings ascribed to them: (1) ALABAMA REAL ESTATE INVESTMENT TRUST. A real
estate investment trust organized in compliance with the provisions of this chapter. (2) BUSINESS
TRUST. a. An entity described in Section 10A-16-1.01. b. An unincorporated trust or association,
including an Alabama real estate investment trust, a common-law trust, or a Massachusetts
trust, which is engaged in business and in which property is acquired, held, managed, administered,
controlled, invested, or disposed of for the benefit and profit of any person who may become
a holder of a transferable unit of beneficial interest in the trust. (3) DOMESTIC LIMITED
LIABILITY COMPANY. A limited liability company as defined under the Alabama Limited Liability
Company Law. (4) DOMESTIC LIMITED PARTNERSHIP. A limited partnership as defined under the
Alabama Limited Partnership Law. (5) FOREIGN BUSINESS TRUST. A...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-10-1.15.htm - 10K - Match Info - Similar pages
37-6-3
Section 37-6-3 Enumerated powers. A cooperative shall have the power: (1) To sue and be sued
in its corporate name. (2) To adopt a corporate seal and alter the same at its pleasure. (3)
To generate, manufacture, purchase, acquire and transmit electric energy and to distribute,
sell, supply and dispose of electric energy to its members, to governmental agencies and political
subdivisions and to other persons; provided, however, that should a cooperative acquire any
electric facilities dedicated or devoted to the public use, it may continue to serve the persons
served directly from such facilities at the time of such acquisition without requiring that
such persons become members, and, provided further, that such nonmembers shall have the right
to become members upon nondiscriminatory terms. Cooperatives may not condition membership
or provision of service on compliance by the member with requirements not directly related
to the electric or other service to be provided by the cooperative....
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10A-2-1.40
Section 10A-2-1.40 Definitions applicable to business corporations. In this chapter: REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (1) "Articles of incorporation" include amended and restated articles
of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate
of incorporation, including any amended certificate, and also include, except where the context
otherwise requires, articles of merger. The term "articles of incorporations" as
used in this chapter is synonymous with the term "certificate of formation" employed
in Chapter 1. (2) "Authorized shares" means the shares of all classes a domestic
or foreign business corporation is authorized to issue. (3) "Corporation" or "domestic
corporation" means a business corporation, which is not a foreign corporation, incorporated
under or subject to the provisions of this chapter. (4) "Distribution" means a direct
or indirect...
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10A-2-6.40
Section 10A-2-6.40 Distributions to shareholders. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A board
of directors may authorize and the corporation may make distributions subject to restriction
by the articles of incorporation and the limitation in subsection (c). (b) If the board of
directors does not fix the record date for determining shareholders entitled to a distribution
other than one involving a repurchase or reacquisition of shares, it is the date the board
of directors authorizes the distribution. (c) No distribution may be made if, after giving
it effect: (1) The corporation would not be able to pay its debts as they become due in the
usual course of business; or (2) The corporation's total assets would be less than the sum
of its total liabilities plus, unless the articles of incorporation permit otherwise, the
amount that would be needed, if the corporation were to be dissolved at the time...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-6.40.htm - 3K - Match Info - Similar pages
8-9A-1
Section 8-9A-1 Definitions. As used in this chapter: (1) AFFILIATE. a. A person who directly
or indirectly owns, controls, or holds with power to vote, 20 percent or more of the outstanding
voting securities of the debtor, other than a person who holds the securities, 1. As a fiduciary
or agent without sole discretionary power to vote the securities; or 2. Solely to secure a
debt, if the person has not exercised the power to vote; b. A corporation 20 percent or more
of whose outstanding voting securities are directly or indirectly owned, controlled, or held
with power to vote, by the debtor or a person who directly or indirectly owns, controls, or
holds, with power to vote, 20 percent or more of the outstanding voting securities of the
debtor, other than a person who holds the securities, 1. As a fiduciary or agent without sole
power to vote the securities; or 2. Solely to secure a debt, if the person has not in fact
exercised the power to vote; c. A person whose business is operated...
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10A-4-3.03
Section 10A-4-3.03 Liability generally. (a) Every individual who renders professional services
as an employee of a domestic or professional corporation shall be liable for any negligent
or wrongful act or omission in which he or she personally participates to the same extent
as if he or she rendered the services as a sole practitioner. (b) The personal liability of
a shareholder, employee, director, or officer of a domestic professional corporation, other
than a nonprofit corporation, shall be no greater in any respect than that of a shareholder,
employee, director, or officer of a corporation organized under the Alabama Business Corporation
Law. (c) The personal liability of a member, employee, director, or officer of a domestic
nonprofit professional corporation shall be no greater in any respect than that of a member,
employee, director, or officer of a corporation organized under the Alabama Nonprofit Corporation
Law. (d) The personal liability of a shareholder, member, employee,...
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10A-2-6.20
Section 10A-2-6.20 Subscription for shares before incorporation. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A subscription for shares entered into before incorporation is irrevocable for six months
unless the subscription agreement provides a longer or shorter period or all the subscribers
agree to revocation. (b) The board of directors may determine the payment terms of subscriptions
for shares that were entered into before incorporation, unless the subscription agreement
specifies them. A call for payment by the board of directors must be uniform so far as practicable
as to all shares of the same class or series, unless the subscription agreement specifies
otherwise. (c) Shares issued pursuant to subscriptions entered into before incorporation are
fully paid and nonassessable when the corporation receives the consideration specified in
the subscription agreement. (d) If a subscriber defaults in...
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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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-14.05.htm - 2K - Match Info - Similar pages
10A-5-8.01
Section 10A-5-8.01 Special rules for limited liability companies performing professional services.
REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) A limited
liability company shall have the power to render professional services if each member or employee
who renders professional services in Alabama is licensed or registered to render those professional
services pursuant to applicable Alabama law and if the limited liability company complies
with the limitations of this section. (b) Every individual who renders professional services
as a member or as an employee of a limited liability company shall be liable for any negligent
or wrongful act or omission in which the individual personally participates to the same extent
the individual would be liable if the individual rendered the services as a sole practitioner.
(c) The personal liability of a member, manager, or other employee of any limited liability
company engaged in providing professional...
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