10A-2A-10.08
Section 10A-2A-10.08 Amendment pursuant to reorganization. Notwithstanding Division B of Article 3 of Chapter 1: (a) A corporation's certificate of incorporation may be amended without action by the board of directors or stockholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States if the certificate of incorporation after the amendment only contains provisions required or permitted by Section 10A-2A-2.02. (b) The individual or individuals designated by the court shall deliver to the Secretary of State for filing a certificate of amendment setting forth: (1) the name of the corporation; (2) the text of each amendment approved by the court; (3) the date of the court's order or decree approving the certificate of amendment; (4) the title of the reorganization proceeding in which the order or decree was entered; and (5) a statement that the court had jurisdiction of the proceeding under federal...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.08.htm - 1K - Match Info - Similar pages
10A-2-10.08
Section 10A-2-10.08 Amendment pursuant to reorganization. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by Section 10A-2-2.02. (b) The individual or individuals designated by the court 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 approved by the court; (3) The date of the court's order or decree approving the articles of amendment; (4) The title of the reorganization proceeding in which the order or decree was entered; and (5) A statement that the court had jurisdiction of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-10.08.htm - 1K - Match Info - Similar pages
10A-2-13.30
Section 10A-2-13.30 Court action. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 demand for payment under Section 10A-2-13.28 remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60 day period, it shall pay each dissenter whose demand remains unsettled the amount demanded. (b) The corporation shall commence the proceeding in the circuit court of the county where the corporation's principal office, or, if none in this state, its registered office, is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic corporation merged with or whose shares were...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.30.htm - 3K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-4-3.02.htm - 7K - Match Info - Similar pages
34-11-35
Section 34-11-35 Powers of the board. (a) The board shall have the power to adopt and amend bylaws and rules not inconsistent with the constitution and laws of this state, as may be reasonably necessary for the proper performance of its duties and the regulation of its procedures, meetings, records, examinations, and conduct. The board shall have the power to adopt and amend from time to time rules of professional conduct for professional engineers, engineer interns, professional land surveyors, land surveyor interns, and corporations, partnerships, or firms holding certificates of authorization. The board shall adopt and have an official seal, which shall be affixed to each certificate issued. (b) In carrying into effect its duties in any case involving the revocation of licensure or any disciplinary proceeding involving a licensee or the holder of a certificate of authorization or practicing or offering to practice without licensure, or false statement in connection with an...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/34-11-35.htm - 7K - Match Info - Similar pages
43-8-1
Section 43-8-1 General definitions. Subject to additional definitions contained in the subsequent articles which are applicable to specific articles or divisions, and unless the context otherwise requires, in this chapter, the following words shall have the following meanings: (1) BENEFICIARY. As it relates to trust beneficiaries, includes a person who has any present or future interest, vested or contingent, and also includes the owner of an interest by assignment or other transfer and as it relates to a charitable trust, includes any person entitled to enforce the trust. (2) CHILD. Includes any individual entitled to take as a child under this chapter by intestate succession from the parent whose relationship is involved and excludes any person who is only a stepchild, a foster child, a grandchild or any more remote descendant. (3) COURT. The court having jurisdiction in matters relating to the affairs of decedents. This court in Alabama is known as the probate court. (4) DAYS. That...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/43-8-1.htm - 8K - Match Info - Similar pages
40-2A-7
Section 40-2A-7 Uniform revenue procedures. (a) Maintenance of records; audit and subpoena authority; authority to issue regulations. (1) In addition to all other recordkeeping requirements otherwise set out in this title, taxpayers shall keep and maintain an accurate and complete set of records, books, and other information sufficient to allow the department to determine the correct amount of value or correct amount of any tax, license, permit, or fee administered by the department, or other records or information as may be necessary for the proper administration of any matters under the jurisdiction of the department. The books, records, and other information shall be open and available for inspection by the department upon request at a reasonable time and location. (2) The department may examine and audit the records, books, or other relevant information maintained by any taxpayer or other person for the purpose of computing and determining the correct amount of value or correct...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-2A-7.htm - 28K - Match Info - Similar pages
10A-2A-2.07
Section 10A-2A-2.07 Forum selection provisions. (a) The certificate of incorporation or the bylaws may require that any or all internal corporate claims shall be brought exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the corporation has a reasonable relationship. (b) A provision of the certificate of incorporation or bylaws adopted under subsection (a) shall not have the effect of conferring jurisdiction on any court or over any person or claim, and shall not apply if none of the courts specified by that provision has the requisite personal and subject matter jurisdiction. If the court or courts of this state specified in a provision adopted under subsection (a) do not have the requisite personal and subject matter jurisdiction and another court of this state does have jurisdiction, then the internal corporate claim may be brought in the other court of this state,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-2.07.htm - 2K - Match Info - Similar pages
10A-2A-14.12
Section 10A-2A-14.12 Receivership or custodianship. (a) Unless an election to purchase has been filed under Section 10A-2A-14.14, a court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has jurisdiction over the corporation and all of its property wherever located. (b) The court may appoint an individual, corporation, foreign corporation, or eligible entity as a receiver or custodian, which, if a foreign corporation or foreign eligible entity, must be registered to do business in this state. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. (c) The...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-14.12.htm - 2K - Match Info - Similar pages
10A-1-7.21
Section 10A-1-7.21 Transaction of business without registration; generally. (a) A foreign entity transacting business in this state, except a corporation or other organization formed pursuant to federal law, may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state. (b) The failure of a foreign entity to register in this state does not impair the validity of any contract or act of the foreign entity or prevent the foreign entity from defending any action, suit, or proceeding in any court of this state. (c) A foreign entity, by transacting business in this state without registration, shall be deemed to consent to service of process with respect to causes of action arising out of business transacted in this state, or to service of any notice or demand required or permitted by law, by registered mail addressed to the foreign entity at the office required to be maintained in the state or other jurisdiction where it is organized, or,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-7.21.htm - 2K - Match Info - Similar pages
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