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10A-2A-11.05
Section 10A-2A-11.05 Merger between parent and subsidiary or between subsidiaries. (a)
A domestic or foreign parent entity that owns stock of a corporation which carries at least
90 percent of the voting power of each class and series of the outstanding stock of that subsidiary
corporation that has voting power may (i) merge that subsidiary corporation into itself (if
it is a corporation, foreign corporation, or eligible entity), (ii) merge that subsidiary
corporation into another corporation, foreign corporation, or eligible entity in which the
parent entity owns at least 90 percent of the voting power of each class and series of the
outstanding stock or eligible interests which have voting power, or (iii) merge itself (if
it is a corporation, foreign corporation, or eligible entity) into that subsidiary corporation,
in any case without the approval of the board of directors or stockholders of that subsidiary
corporation, unless the certificate of incorporation or organizational...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.05.htm - 2K - 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-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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-1.03.htm - 25K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.40.htm - 13K - Match Info - Similar pages
40-16-3
Section 40-16-3 Returns. (a) Every financial institution, no later than the due date,
including applicable extensions, for its corresponding federal income tax or federal information
return, shall make and file with the Department of Revenue a return, signed under the penalties
of perjury by its cashier, treasurer, or other authorized officer or employee, if a corporation,
or by a person or authorized employee in charge of the conduct of the business to be taxed
if an individual, firm, association, or other legal entity, in such form as may be prescribed
by the Department of Revenue, giving such detailed information as the Department of Revenue
may in its opinion require to determine the net income of the financial institution for the
taxable year, by the net income of which the excise tax is to be measured. (b) Qualified corporate
groups, as in this chapter defined, shall have the option to file one excise tax return on
a consolidated basis or to file separate returns. Qualified...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-16-3.htm - 4K - Match Info - Similar pages
40-14A-22
Section 40-14A-22 Levy and amount of tax. (a) Levy of tax. There is hereby levied an
annual privilege tax on every corporation, limited liability entity, and disregarded entity
doing business in Alabama, or organized, incorporated, qualified, or registered under the
laws of Alabama. The tax shall accrue as of January 1 of every taxable year, or in the case
of a taxpayer organized, incorporated, qualified, or registered during the year, or doing
business in Alabama for the first time, as of the date the taxpayer is organized, incorporated,
registered, or qualifies to do business, or begins to do business in Alabama, as the case
may be. The taxpayer shall be liable for the tax levied by this article for each year beginning
before the taxpayer has been dissolved or otherwise ceased to exist or has withdrawn or forfeited
its qualification to do business in Alabama. The amount of the tax due shall be determined
by multiplying the taxpayer's net worth in Alabama by the rate determined in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-14A-22.htm - 11K - Match Info - Similar pages
27-61-1
Section 27-61-1 Surplus Lines Insurance Multi-State Compliance Compact. The Surplus
Lines Insurance Multi-State Compliance Compact Act is enacted into law and entered into with
all jurisdictions mutually adopting the compact in the form substantially as follows: PREAMBLE
WHEREAS, with regard to Non-Admitted Insurance policies with risk exposures located in multiple
states, the 111th United States Congress has stipulated in Title V, Subtitle B, the Non-Admitted
and Reinsurance Reform Act of 2010, of the Dodd-Frank Wall Street Reform and Consumer Protection
Act, hereafter, the NRRA, that: (A) The placement of Non-Admitted Insurance shall be subject
to the statutory and regulatory requirements solely of the insured's Home State, and (B) Any
law, regulation, provision, or action of any State that applies or purports to apply to Non-Admitted
Insurance sold to, solicited by, or negotiated with an insured whose Home State is another
State shall be preempted with respect to such application;...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-61-1.htm - 62K - Match Info - Similar pages
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-2A-11.01
Section 10A-2A-11.01 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this article, unless the context otherwise requires, the following terms mean: (1) "Acquired
entity" means the corporation or foreign corporation that will have all of one or more
classes or series of its stock acquired in a stock exchange. (2) "Acquiring entity"
means the corporation or foreign corporation that will acquire all of one or more classes
or series of stock of the acquired entity in a stock exchange. (3) "Constituent corporation"
means a constituent organization that is a corporation. (4) "Constituent organization"
means an organization that is party to a merger under this article. (5) "Governing statute"
of an organization means the statute that governs the organization's internal affairs. (6)
"Organization" means a general partnership, including a limited liability partnership;
limited partnership, including a limited liability limited partnership; limited liability
company; business trust;...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.01.htm - 4K - Match Info - Similar pages
10A-2A-17.03
Section 10A-2A-17.03 Certain amendments and transactions; votes required. (a) Unless
the certificate of incorporation requires a greater vote, in addition to any other approval
of stockholders required under this chapter, the approval of at least two-thirds of the votes
entitled to be cast thereon, and, if any class or series of stock is entitled to vote as a
separate group thereon, the approval of at least two-thirds of the votes entitled to be cast
by that voting group, shall be required for a corporation that is not a benefit corporation
to: (1) amend its certificate of incorporation to include a statement that it is subject to
this article; or (2)(i) merge with or into another entity, or effect a conversion, if, as
a result of the merger or conversion, the stock of any voting group would become, or be converted
into or exchanged for the right to receive, stock of a benefit corporation or stock or interests
in an entity subject to provisions of organic law analogous to those in this...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-17.03.htm - 4K - Match Info - Similar pages
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