10A-4-3.02
Section 10A-4-3.02 Death or disqualification of shareholder. (a) Upon the death of a shareholder of a domestic professional corporation, or if a shareholder of a domestic professional corporation becomes a disqualified person, or if shares of a domestic professional corporation are transferred by operation of law or court decree to a disqualified person, the shares of the deceased shareholder or of the disqualified person may be transferred to a qualified person and, if not so transferred, shall be purchased or redeemed by the domestic professional corporation to the extent of funds which may be legally made available for the purchase. (b) If the price for the shares is not fixed by the governing documents of the domestic professional corporation or by private agreement, the domestic professional corporation, within six months after the death or 30 days after the disqualification or transfer, as the case may be, shall make a written offer to pay for the shares at a specified price...
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10A-2-2.01
Section 10A-2-2.01 Incorporators. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. One or more persons may act as the incorporator or incorporators of a corporation by signing and delivering articles of incorporation to the judge of probate of the county in which the corporation is to have its initial registered office for filing. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.01; amended and renumbered by Act 2009-513, p. 967, §89.)...
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10A-20-6.06
Section 10A-20-6.06 Altering, amending, or changing certificate of formation. The corporation may change its corporate name, the location of its principal office, or make other alteration, amendment, or change in its certificate of formation, as may be desired in the following manner: (1) Its board of directors by a majority vote thereof, either in person or by proxy, at any regular meeting of the board, or at any special meeting called for the purpose, shall adopt a resolution or resolutions setting forth the respect or respects in which the certificate of formation of the corporation shall be altered, amended, or changed; (2) The report thereof, certified by the president or the secretary of the corporation under corporate seal, if any, shall be delivered to the Secretary of State for filing; and (3) Upon the filing of same, its certificate of formation shall be deemed to be altered, amended, or changed; provided, that the certificate of alteration, amendment, or change shall contain...
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10A-3-7.02
Section 10A-3-7.02 Voluntary dissolution - Distribution of assets generally. The assets of a nonprofit corporation in the process of dissolution shall be applied and distributed as follows: (1) All liabilities and obligations of the nonprofit corporation shall be paid and discharged, or adequate provision shall be made therefor; (2) Assets held by the nonprofit corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with the requirements; (3) Assets received and held by the nonprofit corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities...
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10A-5-2.03
Section 10A-5-2.03 Amendment of certificate of formation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) The certificate of formation may be amended by delivering the amendment to the judge of probate in whose office the certificate of formation is filed. The amendment shall set forth: (1) The name of the limited liability company. (2) The date of filing of the certificate of formation. (3) The amendment(s). (b) Within 30 days after the happening of any of the following events, an amendment to the certificate of formation shall be filed to reflect the occurrence of such event or events: (1) There is a change in the name of the limited liability company. (2) There is a false or erroneous statement in the certificate of formation. (3) There is a change in the period of duration of the limited liability company stated in the certificate of formation. (4) The members desire to make a change in any other statement in the certificate of formation to...
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10A-30-2.02
Section 10A-30-2.02 "Close corporation" defined; contents of certificate of formation; number of shareholders; applicable to corporations formed as close corporations or electing close corporation status prior to January 1, 1995. (a) A close corporation is a corporation organized under former Chapter 2A of former Title 10 whose certificate of formation contains the provisions required by former Section 10-2A-91 or a successor statute, including Section 10A-2-2.02 and, in addition, provide that: (1) The corporation is a close corporation authorized by this article; (2) All of the issued shares of all classes shall be subject to one or more of the restrictions on transfer permitted by former Section 10-2A-41 or a successor statute, including Section 10A-2-6.27; and (3) For purposes of determining the number of holders of record of the stock of a close corporation, stock which is held in joint or common tenancy or by the entireties shall be treated as held by one shareholder. (b) The...
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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...
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10A-11-1.03
Section 10A-11-1.03 Election as employee cooperative. Any corporation governed by the Alabama Business Corporation Law may elect to be governed as an employee cooperative under this chapter, by so stating in its certificate of formation or certificate of amendment filed in accordance with the Alabama Business Corporation Law. (Act 97-949, p. 524, §3; §10-14-3; amended and renumbered by Act 2009-513, p. 967, §312; Act 2019-94, §2.)...
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10A-3-4.02
Section 10A-3-4.02 Certificate of amendment; execution and required supplemental provisions. The certificate of amendment of a nonprofit corporation shall be executed for the nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the articles. The certificate of amendment shall be delivered to the Secretary of State for filing. The certificate of amendment shall set forth the information required by Section 10A-1-3.13 for certificates of amendment, and in addition shall set forth: (1) If there are members entitled to vote thereon, (i) a statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at the meeting, and that the amendment received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting, or (ii) a statement that the amendment was adopted by a consent in writing...
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10A-30-2.08
Section 10A-30-2.08 Management by shareholders; applicable to corporations formed as close corporations or electing close corporation status prior to January 1, 1995. The certificate of formation of a close corporation may provide that the business of the corporation shall be managed by the shareholders of the corporation rather than by a board of directors. So long as this provision continues in effect: (1) No meeting of shareholders need be called to elect directors; (2) Unless the context clearly requires otherwise, the shareholders of the corporation shall be deemed to be directors for purposes of applying provisions of this article; and (3) The shareholders of the corporation shall be subject to all liabilities of directors. Such a provision may be inserted in the certificate of formation by amendment if all incorporators and subscribers or all holders of record of all of the outstanding shares, whether or not having voting power, authorize such a provision. An amendment to the...
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