5-7A-23
Section 5-7A-23 Declaration of incorporation. Before the issuing of such certificate by the superintendent a majority of the directors of such bank shall file in the office of the official or officials with which a certificate of incorporation would be filed under the business corporation laws of this state a declaration of incorporation, which shall show: (1) The name to be assumed and used by the corporation; (2) The objects of the corporation, among which shall be the conversion of a national bank with the name and description of the same, into a state bank with all the power and authority that may be exercised by a state bank; (3) The location of its principal office; (4) The amount of its total authorized capital and the amount of its paid-in capital; (5) The name and post-office address of each officer and director; (6) The time limit, if any, for the duration of the corporation; and (7) A certificate, acknowledged before a notary public by a majority of the directors of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/5-7A-23.htm - 1K - Match Info - Similar pages
10A-1-1.06
Section 10A-1-1.06 Synonymous terms. To the extent not inconsistent with the Constitution of Alabama of 1901, and other statutes of this state wherein the terms may be found, and as the context requires, in this title or any other statute of this state: (1) a reference to certificate of formation includes, in the case of a corporation, articles of incorporation, certificate of incorporation, and charter; in the case of limited partnership, a certificate of limited partnership and a certificate of formation; in the case of a limited liability company, certificate of formation and articles of organization; and in the case of a business trust or a real estate investment trust, declaration of trust and, similarly, a reference to articles of incorporation, certificate of incorporation, charter, certificate of limited partnership, or articles of organization includes a certificate of formation; (2) a reference to articles of dissolution includes statement of dissolution and certificate of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-1.06.htm - 2K - 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-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-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
10A-2A-6.20
Section 10A-2A-6.20 Subscription for stock before incorporation. (a) A subscription for stock entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. (b) The board of directors may determine the payment terms of subscriptions for stock that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all stock of the same class or series, unless the subscription agreement specifies otherwise. (c) Stock issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement. (d) If a subscriber defaults in payment of cash or property under a subscription agreement entered into before incorporation, the corporation may collect the amount...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.20.htm - 1K - Match Info - Similar pages
22-21-341
Section 22-21-341 Reincorporation of existing corporations. Any public hospital corporation may be reincorporated under this article, avail itself of all rights, powers and privileges and become subject to all duties, obligations and responsibilities conferred or imposed by this article, in the following manner: (1) The board of directors or other governing body of such public hospital corporation shall adopt a resolution stating that it proposes and applies for permission to reincorporate hereunder and containing a form of proposed certificate of reincorporation, which such certificate of reincorporation shall include, with the necessary changes in detail, the information required to be included in a certificate of incorporation described in Section 22-21-314 other than that referred to in subdivision (b) (1) thereof. (2) Such public hospital corporation shall as promptly as practicable thereafter file a certified copy of such resolution with the governing body of each county or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-21-341.htm - 3K - Match Info - Similar pages
27-27-42
Section 27-27-42 Deficiencies in stock insurer's capital or assets of mutual insurers - Curing of deficiency. Any insurer receiving the commissioner's notice mentioned in Section 27-27-41: (1) If a stock insurer and if its articles of incorporation and laws of this state so permit, by resolution of its board of directors and subject to any limitations upon assessment contained in its articles of incorporation, may assess its stockholders for amounts necessary to cure the deficiency and provide the insurer with a reasonable amount of surplus in addition. If any stockholder fails to pay a lawful assessment after notice given to him in person or by advertisement in such time and manner as approved by the commissioner, the insurer may require the return of the original certificate of stock held by the stockholder and, in cancellation and in lieu thereof, issue a new certificate for such number of shares as the stockholder may then be entitled to, upon the basis of the stockholder's...
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10A-20-7.10
Section 10A-20-7.10 Rights to shares, bonds, securities, or other evidences of corporate indebtedness. (a) Notwithstanding any rule at common law, any provision of any general or special law or any provision in their respective charters, agreements of association, certificate of formation, or trust indentures: (1) Any person, including all domestic corporations organized for the purpose of carrying on business within this state, and further including, without implied limitation, public utility companies, insurance companies, foreign corporations licensed to do business within this state, all financial institutions, as defined in Section 10A-20-7.01, and all trusts, are hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of any bonds, securities, or other evidences of indebtedness created by, or the shares of the capital stock of, the corporation and, while owners of the stock, to exercise all the rights, powers, and privileges of...
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10A-21-2.12
Section 10A-21-2.12 Aiding of another corporation in railroad construction or entering into line arrangements. (a) Any railroad corporation and any mining, manufacturing, or quarrying corporation may, at any time, by means of subscription to the capital stock of any other corporation or company or otherwise, aid the corporation or company in the construction of its railroad for the purpose of forming a connection with the railroad or the principal place of business or works of the corporation furnishing the aid. (b) Any corporation may purchase at judicial sale, or otherwise hold and use or lease any part or all of the railroad constructed by another corporation or company, together with its franchises, rights, and property, or may acquire, hold, and use all or any part of the capital stock of another corporation chartered under the laws of this state or any other state, if the railroad or railroads so purchased connect with, or will, when completed, connect with the railroad works,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-21-2.12.htm - 2K - Match Info - Similar pages
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