10A-2A-11.03
Section 10A-2A-11.03 Stock exchange. (a) By complying with this Article 11: (1) a corporation may acquire all of the stock of one or more classes or series of stock, of another corporation or foreign corporation, in exchange for stock or other securities, obligations, rights to acquire stock or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of stock exchange; or (2) all of the stock of one or more classes or series of stock of a corporation may be acquired by another corporation or foreign corporation, in exchange for stock or other securities, obligations, rights to acquire stock or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of stock exchange. (b) A foreign corporation may be the acquired entity in a stock exchange only if the stock exchange is permitted by the governing statute of that foreign corporation. (c) The plan of stock exchange must include: (1) the name of each corporation...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.03.htm - 3K - Match Info - Similar pages
10A-2A-11.04
Section 10A-2A-11.04 Action on a plan of merger or stock exchange. In the case of a corporation that is a constituent organization or the acquired entity in a stock exchange, the plan of merger or stock exchange shall be adopted in the following manner: (a) The plan of merger or stock exchange shall first be adopted by the board of directors. (b) Except as provided in subsections (h), (j), and (l) and in Section 10A-2A-11.05, the plan of merger or stock exchange shall then be approved by the stockholders. In submitting the plan of merger or stock exchange to the stockholders for approval, the board of directors shall recommend that the stockholders approve the plan or, in the case of an offer referred to in subsection (j)(2), that the stockholders tender their stock to the offeror in response to the offer, unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make a recommendation or (ii) Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.04.htm - 11K - Match Info - Similar pages
10A-2A-11.07
Section 10A-2A-11.07 Effect of merger or stock exchange. (a) When a merger becomes effective: (1) the surviving organization continues or, in the case of a surviving organization created pursuant to the merger, comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) except as provided in the plan of merger, all property owned by, and every contract right possessed by, each constituent organization that ceases to exist vests in the surviving organization without transfer, reversion, or impairment and the title to any property and contract rights vested by deed or otherwise in the surviving organization shall not revert, be in any way impaired, or be deemed to be a transfer by reason of the merger; (4) all debts, obligations, and other liabilities of each constituent organization, other than the surviving organization, are debts, obligations, and liabilities of the surviving organization, and neither...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.07.htm - 5K - Match Info - Similar pages
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-2A-11.06
Section 10A-2A-11.06 Statement or merger or stock exchange. (a) After a plan of merger has been adopted and approved as required by this article, then a statement of merger shall be signed by each party to the merger except as provided in Section 10A-2A-11.05(a). The statement of merger must set forth: (1) the name, type of organization, and mailing address of the principal office of each constituent organization, the jurisdiction of the governing statute of each constituent organization, and the respective unique identifying number or other designation as assigned by the Secretary of State, if any, of each constituent organization; (2) the name, type of organization, and mailing address of the principal office of the surviving organization, the unique identifying number or other designation as assigned by the Secretary of State, if any, of the surviving organization, the jurisdiction of the governing statute of the surviving organization, and, if the surviving organization is created...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.06.htm - 6K - Match Info - Similar pages
10A-2A-11.02
Section 10A-2A-11.02 Merger. (a) A corporation may merge with one or more other constituent organizations pursuant to this article, and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and (3) each of the other organizations complies with its governing statute in effecting the merger. (b) A plan of merger must be in writing and must include: (1) the name, type of organization, and mailing address of the principal office of each constituent organization, the jurisdiction of the governing statute of each constituent organization, and the respective unique identifying number or other designation as assigned by the Secretary of State, if any, of each constituent organization; (2) the name, type of organization, and mailing address of the principal office of the surviving organization, the unique identifying number or other...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.02.htm - 4K - Match Info - Similar pages
40-18-6
Section 40-18-6 Gain or loss - Basis of property; adjusted basis. (a) Basis (unadjusted) of property. The basis of property shall be the cost of the property with the following exceptions: (1) INVENTORY VALUE. If the property should have been included in the last inventory, the basis shall be the last inventory value thereof. (2) GIFT or TRANSFER IN TRUST. If the property was acquired by gift or by a transfer in trust the basis shall be determined in accordance with 26 U.S.C. § 1015. If property was acquired by gift or transfer in trust on or after December 31, 1932 and prior to March 15, 1985, the basis shall be the fair and reasonable market value of the property at the time of the acquisition. (3) PROPERTY TRANSMITTED AT DEATH. If the property was acquired from a decedent, the taxpayer's basis in the property shall be determined in accordance with 26 U.S.C. § 1014. (4) PROPERTY ACQUIRED UPON LIKE-KIND EXCHANGE. If the property was acquired upon an exchange described in subsection...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-18-6.htm - 7K - Match Info - Similar pages
10A-2A-9.15
Section 10A-2A-9.15 Effect of conversion. (a) When a conversion takes effect: (1) all property and contract rights owned by the converting organization remain vested in the converted organization without transfer, reversion, or impairment, and the title to any property vested by deed or otherwise in the converting organization shall not revert or be in any way impaired by reason of the conversion; (2) all debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization and neither the rights of creditors, nor the liens upon the property of the converting organization shall be impaired by the conversion; (3) an action or proceeding pending by or against the converting organization continues as if the conversion had not occurred and the name of the converted organization may, but need not, be substituted for the name of the converting organization in any pending action or proceeding; (4) except as...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.15.htm - 5K - Match Info - Similar pages
19-3B-816
Section 19-3B-816 Specific powers of trustee. (a) Without limiting the authority conferred by Section 19-3B-815, a trustee may: (1) collect trust property and accept or reject additions to the trust property from a settlor or any other person, including, but not being limited to, the authority to receive, collect, hold, and retain common or preferred stock or other interests in the trustee or any related party; (2) acquire or sell property, for cash or on credit, at public or private sale; (3) exchange, partition, or otherwise change the character of trust property; (4) deposit trust money in an account in a regulated financial-service institution; (5) borrow money, with or without security, and mortgage or pledge trust property for a period within or extending beyond the duration of the trust; (6) with respect to an interest in a proprietorship, partnership, limited liability company, business trust, corporation, or other form of business or enterprise, continue the business or other...
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40-18-24.2
Section 40-18-24.2 Taxation of pass-through entities. (a) For purposes of this section and Section 40-18-24.3, the following terms shall have the following meanings: (1) MEMBER. An individual, estate, trust or business trust as defined in Section 40-18-1, a corporation as defined in Section 40-18-1, or Subchapter K entity as defined in Section 40-18-1, that is a partner in a general, limited, limited liability, or limited liability limited partnership, or a member of a limited liability company. (2) NONRESIDENT. a. An individual who is not a resident of or domiciled in this state during the applicable tax year. b. A nonresident trust as defined in Section 40-18-1. c. A nonresident estate as defined in Section 40-18-1. d. A foreign corporation as defined in Section 40-18-1, not commercially domiciled in this state during the applicable tax year. e. A Subchapter K entity or business trust that is created or organized under the laws of a jurisdiction other than this state and that is not...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-18-24.2.htm - 7K - Match Info - Similar pages
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