10A-2A-18.02
Section 10A-2A-18.02 Application to existing foreign corporations. A foreign corporation
registered or authorized to transact business in this state on January 1, 2020, is subject
to this chapter and is deemed to be registered to transact business in this state, and is
not required to renew its registration to transact business under Article 7, commencing with
Section 10A-1-7.01, of Chapter 1, except as Article 7, commencing with Section
10A-1-7.01, of Chapter 1 requires. (Act 2019-94, §1; §10A-2A-17.02; amended and renumbered
by Act 2020-73, §9.)...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of
an entity may be accomplished as provided in this section: (1) CORPORATIONS. a. The
terms and conditions of a plan of conversion of a corporation, other than a nonprofit corporation,
must be approved in accordance with the procedures and by the stockholder vote required by
Article 9 of Chapter 2A. If the governing documents provide for approval of a conversion by
less than all of a corporation's stockholders, approval of the conversion shall constitute
corporate action subject to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion
of a corporation to 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 converted
entity, notwithstanding any provision in the governing documents of the converting corporation
providing for less than unanimous stockholder approval for the conversion. b. The...
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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...
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10A-2A-16.11
Section 10A-2A-16.11 Annual report for Secretary of State. (a) Each corporation, and
each foreign corporation authorized to transact business in this state, shall deliver to the
Secretary of State for filing an annual report that sets forth: (1) The name of the corporation
and the state or other jurisdiction under whose law it is incorporated; (2) The address of
its registered office and the name of its registered agent at that office in this state; (3)
The address of its principal office including, in the case of a foreign corporation, the address
of its principal office in the state or other jurisdiction under whose law it is incorporated;
(4) The names and respective addresses of its president and secretary; and (5) A brief statement
of the character of business in which it is actually engaged in this state. (b) Information
in the annual report must be current as of the date the annual report is executed on behalf
of the corporation. (c) The first annual report must be delivered to...
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10A-2-16.22
Section 10A-2-16.22 Annual report for Secretary of State. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Each domestic corporation, and each foreign corporation authorized to transact business
in this state, shall deliver to the Secretary of State for filing an annual report that sets
forth: (1) The name of the corporation and the state or other jurisdiction under whose law
it is incorporated; (2) The address of its registered office and the name of its registered
agent at that office in this state; (3) The address of its principal office including, in
the case of a foreign corporation, the address of its principal office in the state or other
jurisdiction under whose law it is incorporated; (4) The names and respective addresses of
its president and secretary; and (5) A brief statement of the character of business in which
it is actually engaged in this state. (b) Information in the annual report must be...
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10A-1-7.01
Section 10A-1-7.01 Foreign entities required to register. (a)(1) For purposes of this
Article 7, the terms register, registering, and registered include (i) a foreign entity other
than a foreign limited liability partnership delivering to the Secretary of State for filing
an application for registration and the Secretary of State filing the application for registration,
and (ii) a foreign limited liability partnership delivering to the Secretary of State for
filing a statement of foreign limited liability partnership and the Secretary of State filing
the statement of foreign limited liability partnership. (2) For purposes of this Article 7,
the term registration includes (i) a filed application for registration and (ii) a filed statement
of foreign limited liability partnership. (b) For purposes of this Article 7, the terms transact
business and transacting business shall include conducting a business, activity, not for profit
activity, and any other activity, whether or not for...
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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...
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10A-1-5.31
Section 10A-1-5.31 Designation and maintenance of registered agent and registered office.
(a) Each filing entity and each foreign filing entity with a registration under Article 7,
and each general partnership that has an effective statement of partnership, statement of
not for profit partnership, or statement of limited liability partnership on file with the
Secretary of State in accordance with Chapter 8A, shall designate and continuously maintain
in this state: (1) a registered agent; and (2) a registered office. (b) A registered agent:
(1) is an agent of the entity on which may be served any process, notice, or demand required
or permitted by law to be served on the entity; (2) may be: (A) an individual who is a resident
of this state; or (B) a domestic entity or a foreign entity that is registered to transact
business in this state; and (3) must maintain a business office at the same address as the
entity's registered office. (c) The registered office: (1) must be located at a...
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10A-2-1.41
Section 10A-2-1.41 Notice. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Notice under this chapter
must be in writing when written notice is required under this title or this chapter or by
the corporation's articles of incorporation or bylaws, and in other cases unless oral notice
is reasonable under the circumstances. (b) Except to the extent limited in the articles of
incorporation or bylaws, notice may be communicated in person; by telephone, telegraph, teletype,
telecopier, facsimile transmission, E-mail, or other form of wire or wireless communication;
or by mail or private carrier. If these forms of personal notice are impracticable, notice
may be communicated by a newspaper of general circulation in the area where published; or
by radio, television, or other form of public broadcast communication. (c) Written notice
by a domestic or foreign corporation to its shareholder, if in a comprehensible...
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27-7-1
Section 27-7-1 Definitions. For the purposes of this chapter, the following terms shall
have the meanings respectively ascribed to them by this section: (1) BUSINESS ENTITY.
A corporation, association, partnership, limited liability company, limited liability partnership,
or other legal entity. (2) COMMISSIONER. The Alabama Commissioner of Insurance. (3) HOME STATE.
The District of Columbia and any state or territory of the United States in which an insurance
producer maintains his or her principal place of residence or principal place of business
and is licensed to act as an insurance producer. (4) INSURANCE. As defined in Section
27-1-2. (5) INSURANCE PRODUCER or PRODUCER. A person required to be licensed under the laws
of this state to sell, solicit, or negotiate insurance. (6) INSURER. As defined in Section
27-1-2. For the purposes of this chapter, insurer shall also mean an insurance company licensed
pursuant to Chapter 3, commencing with Section 27-3-1 of this title; a health...
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