10A-2A-1.20
Section 10A-2A-1.20 Requirements for filing instruments; extrinsic facts. (a) Whenever any filing instrument is to be filed with the Secretary of State or in accordance with this chapter, such instrument shall be executed as follows: (1) Except as provided in subsection (a)(3), the certificate of incorporation, and any other instrument to be filed before the election of the initial board of directors if the initial directors were not named in the certificate of incorporation, shall be signed by the incorporator or incorporators or the successors and assigns of the incorporator or incorporators. If any incorporator is not available then any other instrument may be signed, with the same effect as if the incorporator had signed it, by any person for whom or on whose behalf the incorporator, in executing the certificate of incorporation, was acting directly or indirectly as employee or agent, provided that the other instrument shall state that the incorporator is not available and the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.20.htm - 5K - Match Info - Similar pages
15-18-179
Section 15-18-179 Application for incorporation; certificate of incorporation; amendment; board of directors; dissolution; funding; competitive bidding laws not applicable. (a) A public corporation may be organized as a community punishment and corrections authority pursuant to this article in any county or group of counties located in one or more judicial circuits. In order to incorporate the public corporation, any number of natural persons, not less than three, who are duly qualified electors of a proposed county or counties shall first file a written application with the county commission or any two or more thereof. The application shall contain all of the following: (1) The names of each county commission with which the application is filed. (2) A statement that the applicants propose to incorporate an authority pursuant to this article. (3) The proposed location of the principal office of the authority. (4) A statement that each of the applicants is a duly qualified elector of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/15-18-179.htm - 14K - Match Info - Similar pages
22-21-314
Section 22-21-314 Certificate of incorporation - Filing; form and contents; recordation. (a) Within 40 days following the adoption of the authorizing resolution (or, if there is more than one, the last adopted thereof), the applicants shall proceed to incorporate an authority by filing for record, in the office of the judge of probate of the county in which the principal office of the authority is to be located, a certificate of incorporation which shall comply in form and substance with the requirements of this section, shall be in the form and executed in the manner herein provided and shall also be in the form theretofore approved by the governing body of each authorizing subdivision. (b) In addition to any other provisions required by this article to be included therein, the certificate of incorporation of an authority shall state: (1) The names of the incorporators, together with the address of the residence of each thereof, and either a. where the authorizing subdivision is a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-21-314.htm - 5K - Match Info - Similar pages
10A-2-14.22
Section 10A-2-14.22 Reinstatement following administrative 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 corporation administratively dissolved under Section 10A-2-14.21 may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution. The application must: (1) Recite the name and address of the corporation and the effective date of its administrative dissolution; (2) State that the ground or grounds for dissolution either did not exist or have been eliminated; (3) State that the corporation's name satisfies the requirements of Sections 10A-1-5.03 and 10A-1-5.04; and (4) Contain a certificate from the Department of Revenue reciting that all taxes owed by the corporation have been paid. (b) If the Secretary of State determines that the application contains the information required by subsection (a) and that the information is correct, he or she...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-14.22.htm - 2K - Match Info - Similar pages
10A-2A-1.21
Section 10A-2A-1.21 Certificate of existence or registration. (a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a corporation if the writings filed in the office of the Secretary of State show that the corporation has been incorporated under the laws of this state. A certificate of existence shall reflect only the information on file with the Secretary of State. A certificate of existence must state: (1) the corporation's name; (2) that the corporation was incorporated under the laws of this state, the date of incorporation, and the filing office in which the certificate of incorporation was filed; (3) whether the corporation has delivered to the Secretary of State for filing a certificate of dissolution; (4) whether the corporation has delivered to the Secretary of State for filing a certificate of reinstatement; and (5) other facts of record in the office of the Secretary of State that are specified...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.21.htm - 2K - Match Info - Similar pages
10A-2A-14.10
is located may dissolve a corporation: (1) in a proceeding by the Attorney General if it is established that: (i) the corporation obtained its certificate of incorporation through fraud; or (ii) the corporation has continued to exceed or abuse the authority conferred upon it by law; (2) in a proceeding by a stockholder if it is established that: (i) the directors are deadlocked in the management of the corporate affairs, the stockholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the stockholders generally, because of the deadlock; (ii) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (iii) the stockholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-14.10.htm - 3K - Match Info - Similar pages
10A-2A-10.06
Section 10A-2A-10.06 Certificate of amendment. Notwithstanding Division B of Article 3 of Chapter 1: (a) After an amendment to the certificate of incorporation has been adopted and approved in the manner required by this chapter and by the certificate of incorporation, the corporation shall deliver to the Secretary of State for filing a certificate of amendment, which must set forth: (1) the name of the corporation; (2) the text of each amendment adopted, or the information required by Section 10A-2A-1.20(c)(5); (3) if an amendment provides for an exchange, reclassification, or cancellation of issued stock, provisions for implementing the amendment if not contained in the amendment itself, (which may be made dependent upon facts objectively ascertainable outside the certificate of amendment in accordance with Section 10A-2A-1.20(c)(5)); (4) the date of each amendment's adoption; and (5) if an amendment: (i) was adopted by the incorporators or board of directors without stockholder...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.06.htm - 1K - Match Info - Similar pages
2-6-103
Section 2-6-103 Public corporation - Application for formation; certificate of incorporation. (a) To become a public corporation, the Governor, the Commissioner of Agriculture and Industries, and the Director of Finance shall present to the Secretary of State an application signed by each which shall set forth all of the following: (1) The name, official designation, and official residence of each of the applicants together with a certified copy of the document evidencing each applicant's right to office. (2) The date on which each applicant was inducted into office and the term of office. (3) The name of the proposed public corporation, which shall be the Garrett Coliseum Redevelopment Corporation. (4) The location of the principal office of the proposed public corporation, which shall be Montgomery, Alabama. (5) Any other information relating to the proposed public corporation which the applicants may choose to include which is not inconsistent with this article. (b) The application...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/2-6-103.htm - 2K - Match Info - Similar pages
10A-2A-6.40
Section 10A-2A-6.40 Distributions to stockholders. (a) The board of directors may authorize and the corporation may make distributions to its stockholders subject to restriction by the certificate of incorporation and the limitation in subsection (c). (b) The board of directors may fix the record date for determining stockholders entitled to a distribution, which date may not be retroactive. If the board of directors does not fix a record date for determining stockholders entitled to a distribution (other than one involving a purchase, redemption, or other acquisition of the corporation's stock), the record date 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 certificate of incorporation permits...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.40.htm - 3K - Match Info - Similar pages
22-23A-5
Section 22-23A-5 Application to become corporation; filing and recordation; certificate of incorporation; officers; board of directors; record of proceedings. (a) To become a corporation, the Governor, the director of the department, the Director of Finance, and the two legislators appointed to the authority in Section 22-23A-3 shall present to the Secretary of State of Alabama an application signed by them which shall set forth: (1) The name, official designation and official residence of each of the applicants, together with a certified copy of the commission evidencing each applicant's right to office; (2) The date on which each applicant was inducted into office and the term of office of each of the applicants; (3) The name of the proposed corporation, which shall be the "Alabama Water System Assistance Authority"; (4) The location of the principal office of the proposed corporation; and (5) Any other matter relating to the incorporation which the applicants may choose to insert...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-23A-5.htm - 3K - Match Info - Similar pages
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