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10A-20-6.02
Section 10A-20-6.02 Incorporation. (a) The incorporators of any corporation to be governed
by this article shall prepare and deliver to the Secretary of State for filing a certificate
of formation stating an intention to become a corporation, which certificate of formation
shall be signed by each of the incorporators and shall set forth: (1) The name of the proposed
corporation; (2) The objects and purposes for which the corporation is organized; (3) The
location of the principal office of the corporation in this state; and (4) The name and post
office address of each incorporator, not less than three in number. (b) The certificate of
formation may also contain any other provisions, not inconsistent with the provisions of this
article, which the incorporators may desire to insert for the regulation of the business or
affairs of the corporation or which would be permitted nonprofit corporations by the Alabama
Nonprofit Corporation Law. The filing of the certificate of formation shall be...
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10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise
requires, the following terms mean: (1) AFFILIATE. A person who controls, is controlled by,
or is under common control with another person. An affiliate of an individual includes the
spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling,
parent, or spouse of any thereof, of the individual, or an individual having the same home
as the individual, or a trust or estate of which an individual specified in this sentence
is a substantial beneficiary; a trust, estate, incompetent, conservatee, protected person,
or minor of which the individual is a fiduciary; or an entity of which the individual is director,
general partner, agent, employee or the governing authority or member of the governing authority.
(2) ASSOCIATE. When used to indicate a relationship with: (A) a domestic or foreign entity
for which the person is: (i) an officer or governing person; or (ii) a beneficial...
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10A-4-5.08
Section 10A-4-5.08 Application to existing corporations. (a) The provisions of this
chapter shall apply to all existing corporations organized under the statute formerly codified
as Article 11 of Chapter 4, Title 10 and repealed by Acts 1983, No. 83-514, effective January
1, 1984; provided, that any professional corporation, or nonprofit corporation, in existence
on December 31, 1983, in which duly licensed medical and dental professionals are shareholders,
or in the case of a nonprofit professional corporation, render medical and dental services,
shall be deemed to be in compliance with Sections 10A-4-2.01 and 10A-4-2.03, as amended, and
other applicable provisions of this chapter. The repeal of a prior act by this chapter shall
not impair, or otherwise affect, the organization or continued existence of an existing domestic
professional corporation nor the right of any foreign professional corporation presently qualified
to render professional services in Alabama to continue to do so...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of
an entity may be accomplished as provided in this section: (1) CORPORATIONS. a. The
terms and conditions of a plan of conversion of a corporation, other than a nonprofit corporation,
must be approved in accordance with the procedures and by the stockholder vote required by
Article 9 of Chapter 2A. If the governing documents provide for approval of a conversion by
less than all of a corporation's stockholders, approval of the conversion shall constitute
corporate action subject to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion
of a corporation to a general or limited partnership may be effected without the consent in
writing of each stockholder who will have personal liability with respect to the converted
entity, notwithstanding any provision in the governing documents of the converting corporation
providing for less than unanimous stockholder approval for the conversion. b. The...
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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether
the other entity or entities are the same or another form of entity, may be accomplished as
provided in this section. (1) CORPORATIONS. a. In the case of a corporation, other
than a nonprofit corporation, that is a party to a merger, a plan of merger must be approved
in accordance with the procedures and by the stockholder vote required by Article 11 of Chapter
2A. If the governing documents of the corporation provide for approval of a merger by less
than all of the corporation's stockholders, approval of the merger shall constitute corporate
action subject to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No
merger of a corporation into a general or limited partnership may be effected without the
consent in writing of each stockholder who will have personal liability with respect to the
surviving entity, notwithstanding any provision in the governing documents of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.02.htm - 17K - Match Info - Similar pages
10A-20-7.02
Section 10A-20-7.02 Incorporation. (a) Five or more financial institutions or persons,
a majority of whom shall be residents of this state, who may desire to create an industrial
development corporation under the provisions of this article for the purpose of promoting,
developing, and advancing the prosperity and economic welfare of the state and, to that end,
to exercise the powers and privileges provided in this article may be incorporated by delivering
to the Secretary of State for filing a certificate of formation. The filing of the certificate
shall be accompanied by a filing fee in the amount prescribed to be paid to the Secretary
of State under Section 10A-1-4.31 in connection with the filing of a certificate of
formation. The certificate of formation shall contain: (1) The name of the corporation which
shall include the words "industrial development corporation of Alabama." (2) The
location of the principal office of the corporation, but the corporation may have offices
in...
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10A-3-3.01
Section 10A-3-3.01 Generally; incorporators. One or more persons, partnerships, domestic
corporations or foreign corporations, whether profit or nonprofit, may act as incorporator
or incorporators of a nonprofit corporation by signing the certificate of formation and delivering
the same to the Secretary of State for filing. (Acts 1984, No. 84-290, p. 502, §31; §10-3A-60;
amended and renumbered by Act 2009-513, p. 967, §181; Act 2020-73, §10.)...
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10A-3-7.18
Section 10A-3-7.18 Survival of remedy after dissolution. The dissolution of a nonprofit
corporation either (1) by the filing of the articles of dissolution by the Secretary of State,
or (2) by an order of court when the court has not liquidated the assets and affairs of the
corporation as provided in this chapter, or (3) by operation of law, or (4) by expiration
of its period of duration, shall not take away or impair any remedy available to or against
the nonprofit corporation, its directors, officers, or members, for any right or claim existing,
or any liability incurred, prior to the dissolution if action or other proceeding thereon
is commenced within two years after the date of the dissolution. Any action or proceeding
by or against the nonprofit corporation may be prosecuted or defended by the nonprofit corporation
in its corporate name. The members, directors, and officers shall have power to take the corporate
or other action as shall be appropriate to protect the remedy,...
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10A-20-1.05
Section 10A-20-1.05 Certificate of succession by successor of bishop. When a bishop
has become a corporation sole pursuant to this article, each of the successors in the bishopric
shall succeed the bishop in the corporation upon making and filing with the Secretary of State
an application for a certificate of succession setting forth: (1) The succession; and (2)
A copy in English of the commission, instrument, or document evidencing the right to the succession,
and the date and place of the consecration and induction into office, which certificate shall
be subscribed, sworn to, and certified as provided for in the original application for incorporation.
Upon the issue of a certificate of succession as provided for in this section, the
successor shall be clothed with all the authority and power of the original incorporator.
(Acts 1911, No. 429, p. 452; Code 1923, §7116; Code 1940, T. 10, §119; §10-4-5; amended
and renumbered by Act 2009-513, p. 967, §324.)...
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10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03,
as used in this chapter, unless otherwise specified or unless the context otherwise requires,
the following terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all
classes and series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL
STOCKHOLDER means a person who owns the beneficial interest in stock, which is either a record
stockholder or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any
other documents permitted or required to be delivered for filing by a corporation with the
Secretary of State under this chapter or Chapter 1 that modify, amend, supplement, restate,
or replace the certificate of incorporation. After an amendment of the certificate...
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