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10A-2A-13.03
Section 10A-2A-13.03 Assertion of rights by nominees and beneficial stockholders. (a) A record
stockholder may assert appraisal rights as to fewer than all the shares of stock registered
in the record stockholder's name but owned by a beneficial stockholder or a voting trust beneficial
owner only if the record stockholder objects with respect to all shares of stock of a class
or series owned by the beneficial stockholder or the voting trust beneficial owner and notifies
the corporation in writing of the name and address of each beneficial stockholder or voting
trust beneficial owner on whose behalf appraisal rights are being asserted. The rights of
a record stockholder who asserts appraisal rights for only part of the stock held of record
in the record stockholder's name under this subsection shall be determined as if the stock
as to which the record stockholder objects and the record stockholder's other shares of stock
were registered in the names of different record stockholders. (b)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.03.htm - 1K - Match Info - Similar pages
10A-2A-6.22
Section 10A-2A-6.22 Liability of stockholders. (a) A purchaser from a corporation of the corporation's
own stock is not liable to the corporation or its creditors with respect to the stock except
to pay the consideration for which the stock was authorized to be issued or specified in the
subscription agreement. (b) A stockholder is not personally liable for any liabilities of
the corporation (including liabilities arising from acts of the corporation) except to the
extent provided in a provision of the certificate of incorporation permitted by Section 10A-2A-2.02.
(Act 2019-94, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.22.htm - 909 bytes - 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-2-7.33
Section 10A-2-7.33 Corporation without notice of infancy may treat infant as having capacity
to vote, transfer, etc. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY
1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation may treat an infant who
holds stock or other securities of the corporation in his or her own name as having capacity
to vote or to give consent in person or by proxy in respect thereof, to transfer and to convey
the same and to make elections and exercise rights relating to the stock or securities, unless
the corporation has notice of the infancy by delivery to it or to its transfer agent of a
written notice stating that the holder is an infant. (Acts 1957, No. 546, p. 766, §1; §10-6-1;
amended and renumbered by Act 2009-513, p. 967, §114.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.33.htm - 1K - Match Info - Similar pages
10A-2A-6.27
Section 10A-2A-6.27 Restriction on transfer of stock. (a) The certificate of incorporation,
the bylaws, an agreement among stockholders, or an agreement between stockholders and the
corporation may impose restrictions on the transfer or registration of transfer of stock of
the corporation. A restriction does not affect stock issued before the restriction was adopted
unless the holders of the stock are parties to the restriction agreement or voted in favor
of the restriction. (b) A restriction on the transfer or registration of transfer of stock
is valid and enforceable against the corporation, the holder, or a transferee of the holder
if the restriction is authorized by this section and as provided in Section 10A-1-3.42, and
its existence is noted conspicuously on the front or back of the certificate or is contained
in the information required by Section 10A-1-3.45. Unless so noted or contained, a restriction
is not enforceable against a person without knowledge of the restriction. (c)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.27.htm - 2K - Match Info - Similar pages
10A-30-2.04
Section 10A-30-2.04 Voluntary termination of close corporation status by amendment of certificate
of formation; vote required; applicable to corporations formed as close corporations or electing
close corporation status prior to January 1, 1995. (a) A corporation may voluntarily terminate
its status as a close corporation and cease to be subject to this article by amending its
certificate of formation to delete therefrom the additional provisions required or permitted
by Section 10A-30-2.02 to be stated in the certificate of formation of close corporations
except such provisions as are permitted by the Alabama Business Corporation Law which the
corporation chooses to retain. Any such amendment shall be adopted and shall become effective
in accordance with the Alabama Business Corporation Law, except that it must be approved by
a vote of the holders of record of at least one-third of the shares of each class of stock
of the corporation which are outstanding. (b) The certificate of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-2.04.htm - 1K - Match Info - Similar pages
10A-2A-13.24
Section 10A-2A-13.24 Payment. (a) Except as provided in Section 10A-2A-13.25, within 30 days
after the form required by Section 10A-2A-13.22(b)(2)(ii) is due, the corporation shall pay
in cash to those stockholders who complied with Section 10A-2A-13.23(a) the amount the corporation
estimates to be the fair value of their stock, plus interest. (b) The payment to each stockholder
pursuant to subsection (a) must be accompanied by: (1)(i) financial statements of the corporation
that issued the stock to be appraised, consisting of a balance sheet as of the end of a fiscal
year ending not more than 16 months before the date of payment, an income statement for that
year, and a cash flow statement for that year; provided that, if the annual financial statements
are not reasonably available, the corporation shall provide reasonably equivalent financial
information, and (ii) the latest interim financial statements of the corporation, if any;
(2) a statement of the corporation's estimate of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.24.htm - 1K - 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
10A-2A-2.02
Section 10A-2A-2.02 Certificate of incorporation. Notwithstanding Section 10A-1-3.05: (a) The
certificate of incorporation must set forth: (1) a corporate name for the corporation that
satisfies the requirements of Article 5 of Chapter 1; (2) the number of shares of stock the
corporation is authorized to issue; (3) the street and mailing addresses of the corporation's
initial registered office, the county within this state in which the street and mailing address
is located, and the name of the corporation's initial registered agent at that office as required
by Article 5 of Chapter 1; and (4) the name and address of each incorporator. (b) The certificate
of incorporation may set forth: (1) the names and addresses of the individuals who are to
serve as the initial directors; (2) provisions not inconsistent with law regarding: (i) the
purpose or purposes for which the corporation is organized; (ii) managing the business and
regulating the affairs of the corporation; (iii) defining,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-2.02.htm - 4K - Match Info - Similar pages
10A-2A-2.05
Section 10A-2A-2.05 Bylaws. (a) The incorporators or board of directors of a corporation shall
adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any
provision that is not inconsistent with law or the certificate of incorporation. (c) The bylaws
may contain one or both of the following provisions: (1) a requirement that if the corporation
solicits proxies or consents with respect to an election of directors, the corporation include
in its proxy statement and any form of its proxy or consent, to the extent and subject to
any procedures or conditions as are provided in the bylaws, one or more individuals nominated
by a stockholder in addition to individuals nominated by the board of directors; and (2) a
requirement that the corporation reimburse the expenses incurred by a stockholder in soliciting
proxies or consents in connection with an election of directors, to the extent and subject
to any procedures and conditions as are provided in the bylaws,...
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