40-14A-23
Section 40-14A-23 Definition of net worth. (a) Net worth of corporation. The net worth of a corporation shall equal the aggregate net amount of the following items determined as of the first day of the corporation's taxable year and adjusted as required in this article: (1) In the case of a corporation, the sum of the following: a. The issued capital stock and any additional paid-in capital, without reduction for treasury stock; and b. Retained earnings, but not less than zero, which shall include any amounts designated for the payment of dividends until the amounts are definitely and irrevocably placed to the credit of stockholders subject to withdrawal on demand, and (2) In the case of an entity taxed as a corporation under this article that does not issue stock, the difference between the book value of the entity's assets and liabilities, but not less than zero. (b) Net worth of limited liability entities. The net worth of a limited liability entity shall be an amount equal to the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-14A-23.htm - 10K - Match Info - Similar pages
10A-2-14.34
Section 10A-2-14.34 Election to purchase in lieu 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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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) In a proceeding under Section 10A-2-14.30(2) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this section shall be irrevocable unless the court determines that it is equitable to set aside or modify the election. (b) An election to purchase pursuant to this section may be filed with the court at any time within 90 days after the filing of the petition under Section 10A-2-14.30(2) or at a later time as the court in its discretion may allow. If...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-14.34.htm - 6K - Match Info - Similar pages
27-11-6
Section 27-11-6 Validity of acts or contracts of unauthorized insurer; actions against or by same. The failure of an insurer to obtain a license or certificate of authority shall not impair the validity of any act or contract of such insurer and shall not prevent such insurer, its assigns or successors in interest, from defending any action in any court of this state; but no insurer transacting insurance business in this state without a license or certificate of authority shall be permitted to maintain an action in any court of this state to enforce any right, claim, or demand arising out of the transaction of such business until such company, its assigns or successors in interest shall have: (1) Obtained a license or certificate of authority; or (2) Deposited with the clerk of the court in which such action or proceeding is pending cash or securities or file with such clerk a bond with good and sufficient sureties, to be approved by the court, in an amount to be fixed by the court...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-11-6.htm - 2K - Match Info - Similar pages
10A-2A-10.03
Section 10A-2A-10.03 Amendment by board of directors and stockholders. If a corporation has issued stock, an amendment to the certificate of incorporation shall be adopted in the following manner: (a) The proposed amendment shall first be adopted by the board of directors. (b) Except as provided in Sections 10A-2A-10.05, 10A-2A-10.07, and 10A-2A-10.08, the amendment shall then be approved by the stockholders. In submitting the proposed amendment to the stockholders for approval, the board of directors shall recommend that the stockholders approve the amendment, 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 10A-2A-8.26 applies. If either (i) or (ii) applies, the board of directors must inform the stockholders of the basis for its so proceeding. (c) The board of directors may set conditions for the approval of the amendment by the stockholders or the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.03.htm - 3K - Match Info - Similar pages
23-1-306
Section 23-1-306 Corporation - Powers. The corporation shall have the following powers: (1) To have perpetual succession by its corporate name unless sooner dissolved pursuant to Section 23-1-318. (2) To commence actions and have actions commenced against it, provided, however, that the corporation shall be considered a public agency performing state governmental functions and shall be immune from suit based on its acts or omissions or those of its agents, servants, or employees to the extent the State of Alabama is so immune, and to prosecute and defend in any court having jurisdiction of the subject matter and of the parties. Venue shall be in the appropriate court of the county in which the principal office of the corporation is located. (3) To have and to use a corporate seal and to alter the same at pleasure. (4) To construct, reconstruct and relocate or to cause to be constructed, reconstructed and relocated federal aid projects, including work incidental or related thereto, in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/23-1-306.htm - 2K - Match Info - Similar pages
43-2-354
Section 43-2-354 Notice and hearing; judgment; costs; appeals. The personal representative of the estate of a decedent may give notice in writing to the claimant or anyone having a beneficial interest in a claim against the estate that such claim is disputed in whole or in part; if in part, specifying the part disputed. Thereupon the judge of the court having jurisdiction of the administration of the estate shall, on written application of either the personal representative or the claimant, hear and pass on the validity of such claim, or part thereof, first giving 10 days' notice of such hearing to the interested parties. If the claimant in such proceeding shall fail to recover upon the disputed part of such claim, he shall be taxed with the costs thereof. This section shall not apply to claims against estates declared insolvent. If the judgment on any such claim is rendered by a probate court, either party may, within 30 days after the rendition of such judgment, appeal to the circuit...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/43-2-354.htm - 2K - Match Info - Similar pages
10A-20-5.03
Section 10A-20-5.03 Disposition of property of educational corporations where the stockholders are unknown or the number of shares is unknown. (a) Where the charter of any educational corporation organized under the laws of this state, general or special, provides for the issuance of stock and the stockholders are unknown or where the amount or number of shares are unknown, the property of the corporation may be disposed of as follows: The acting trustees or directors having peaceable charge of the business and property of the corporation, whether legally elected or not, may contract to sell or otherwise dispose of the property of the corporation in the manner as they may deem best to carry out the purpose of the corporation, which action must be concurred in by a majority of the acting trustees or directors. (b) Within 30 days after making the contract or agreement, the trustees or directors shall cause to be filed in the name of the corporation, in the circuit court of the county in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-5.03.htm - 4K - Match Info - Similar pages
10A-5A-8.02
Section 10A-5A-8.02 Death or disqualification of member. (a) In the case of a limited liability company performing professional services, upon the death of a member, upon a member becoming a disqualified person, or upon a transferable interest being transferred by operation of law or court decree to a disqualified person, the transferable interest of the deceased member or of the disqualified person may be transferred to a qualified person and, if not so transferred, subject to Section 10A-5A-4.06, shall be purchased by the limited liability company as provided in this section. (b) If the price of the transferable interest is not fixed by the limited liability company agreement, the limited liability company, 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 to the holder of the transferable interest a specified price deemed by the limited liability company to be the fair value of the transferable...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-8.02.htm - 7K - Match Info - Similar pages
10A-8A-10.03
Section 10A-8A-10.03 Death or disqualification of partner. (a) In the case of a limited liability partnership performing professional services, upon the death of a partner, upon a partner becoming a disqualified person, or upon a transferable interest being transferred by operation of law or court decree to a disqualified person, the transferable interest of the deceased partner or of the disqualified person may be transferred to a qualified person and, if not so transferred, subject to Section 10A-8A-4.09, shall be purchased by the limited liability partnership as provided in this section. (b) If the price of the transferable interest is not fixed by the partnership agreement, the limited liability partnership, 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 to the holder of the transferable interest a specified price deemed by the limited liability partnership to be the fair value of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-10.03.htm - 7K - Match Info - Similar pages
10A-2A-9.12
Section 10A-2A-9.12 Action on a plan of conversion. In the case of a conversion of a corporation the plan of conversion shall be adopted in the following manner: (a) The plan of conversion shall first be adopted by the board of directors. (b) The plan of conversion shall then be approved by the stockholders. In submitting the plan of conversion to the stockholders for their approval, the board of directors must recommend that the stockholders approve the plan, 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 10A-2A-8.26 applies. If either (i) or (ii) applies, the board of directors shall inform the stockholders of the basis for its so proceeding. (c) The board of directors may set conditions for approval of the plan of conversion by the stockholders or the effectiveness of the plan of conversion. (d) If the approval of the stockholders is to be given at a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.12.htm - 2K - Match Info - Similar pages
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