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10A-30-2.12
Section 10A-30-2.12 Shareholders' option to dissolve corporation; applicable to corporations
formed as close corporations or electing close corporation status prior to January 1, 1995.
(a) The certificate of formation of any close corporation may include a provision granting
to any shareholder, or to the holders of any specified number or percentage of shares of any
class of shares, an option to have the corporation dissolved at will or upon the occurrence
of any specified event or contingency. Whenever any such option to dissolve is exercised,
the shareholders exercising the option shall give written notice thereof to all other shareholders.
After the expiration of 30 days following the sending of the notice, the dissolution of the
corporation shall proceed as if the required number of shareholders having voting power had
consented in writing to dissolution of the corporation as provided by the Alabama Business
Corporation Law. (b) If the certificate of formation as originally filed...
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10A-4-3.03
Section 10A-4-3.03 Liability generally. (a) Every individual who renders professional services
as an employee of a domestic or professional corporation shall be liable for any negligent
or wrongful act or omission in which he or she personally participates to the same extent
as if he or she rendered the services as a sole practitioner. (b) The personal liability of
a shareholder, employee, director, or officer of a domestic professional corporation, other
than a nonprofit corporation, shall be no greater in any respect than that of a shareholder,
employee, director, or officer of a corporation organized under the Alabama Business Corporation
Law. (c) The personal liability of a member, employee, director, or officer of a domestic
nonprofit professional corporation shall be no greater in any respect than that of a member,
employee, director, or officer of a corporation organized under the Alabama Nonprofit Corporation
Law. (d) The personal liability of a shareholder, member, employee,...
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10A-3-8.02
Section 10A-3-8.02 Effect of repeal of prior acts. The repeal of a prior act by this title
shall not impair, or otherwise affect, the organization or the continued existence of an existing
nonprofit corporation, nor the right of any foreign nonprofit corporation presently qualified
to conduct affairs in Alabama to continue to do so without again qualifying to conduct affairs
in Alabama. Nor shall the repeal of a prior act by this title affect any right accrued or
established, or any liability or penalty incurred, or the construction of the certificate
of incorporation or charter of any nonprofit corporation organized before the enactment of
this title, or the determination of the rights and interests of any of its members or creditors,
under the provisions of the prior act before the repeal thereof. (Acts 1984, No. 84-290, p.
502, §91; §10-3A-225; amended and renumbered by Act 2009-513, p. 967, §199.)...
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10A-30-2.03
Section 10A-30-2.03 Formation of a close corporation; applicable to corporations formed as
close corporations before January 1, 1995. A close corporation which was formed in accordance
with former Sections 10-2A-90 through 10-2A-96 must have been authorized by the affirmative
vote of all holders of and subscribers to shares of the corporation, and: (1) The certificate
of formation contains a heading stating the name of the corporation and that it is a close
corporation; and (2) The certificate of formation contains the provisions required by Section
10A-30-2.02; and (3) Each certificate for shares conspicuously notes the fact that the corporation
is a close corporation and make reference to the restriction on transfer of shares set forth
in the certificate of formation. (Acts 1980, No. 80-633, p. 1094, §163; §10-2A-302; amended
and renumbered by Act 2009-513, p. 967, §372; Act 2019-94, §2.)...
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10A-8A-9.01
Section 10A-8A-9.01 Definitions. Notwithstanding Section 10A-1-1.03, as used in this article,
unless the context otherwise requires, the following terms mean: (1) "Constituent organization"
means an organization that is party to a merger under this article. (2) "Constituent
partnership" means a constituent organization that is a partnership. (3) "Converted
organization" means the organization into which a converting organization converts pursuant
to this article. (4) "Converting organization" means an organization that converts
into another organization pursuant to this article. (5) "Converting partnership"
means a converting organization that is a partnership. (6) "Governing statute" of
an organization means the statute that governs the organization's internal affairs. (7) "Organization"
means a partnership, including a limited liability partnership; limited partnership, including
a limited liability limited partnership; limited liability company; business trust; corporation;...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.01.htm - 3K - Match Info - Similar pages
10A-9A-10.01
Section 10A-9A-10.01 Definitions. Notwithstanding Section 10A-1-1.03, as used in this article,
unless the context otherwise requires, the following terms mean: (1) "CONSTITUENT LIMITED
PARTNERSHIP" means a constituent organization that is a limited partnership. (2) "CONSTITUENT
ORGANIZATION" means an organization that is party to a merger under this article. (3)
"CONVERTED ORGANIZATION" means the organization into which a converting organization
converts pursuant to this article. (4) "CONVERTING LIMITED PARTNERSHIP" means a
converting organization that is a limited partnership. (5) "CONVERTING ORGANIZATION"
means an organization that converts into another organization pursuant to this article. (6)
"GENERAL PARTNER" means a general partner of a limited partnership. (7) "GOVERNING
STATUTE" of an organization means the statute that governs the organization's internal
affairs. (8) "ORGANIZATION" means a general partnership, including a limited liability
partnership; limited partnership,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.01.htm - 3K - Match Info - Similar pages
34-17-4
Section 34-17-4 Corporation or partnership not to be licensed or registered to practice; practice
deemed personal right; final drawings, etc., to bear signature and seal; partnerships and
corporations authorized as vehicle for practice. (a) A corporation or partnership, as such,
may not be licensed or registered to practice landscape architecture, but may, if issued a
certificate of authorization by the board, use any form of the title "landscape architect"
in connection with the corporate or partnership name. (b) The right to engage in the practice
of landscape architecture is a personal right, based upon the qualifications of the individual
evidenced by his or her license and is not transferable. All final drawings, specifications,
plans, reports, or other papers or documents involving the practice of landscape architecture,
as defined in Section 34-17-1, when issued or filed for public record, shall be dated and
bear the signature and seal of the landscape architect or landscape...
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10A-1-5.08
Section 10A-1-5.08 Name of professional corporation. The name of a domestic professional corporation
or of a foreign professional corporation registered to transact business in this state must
contain the words "professional corporation" or the abbreviation "P.C."
or "PC" and shall otherwise conform to any rule promulgated by a licensing authority
having jurisdiction of a professional service described in the certificate of formation of
the professional corporation. (Acts 1983, No. 83-514, p. 763, §8; Acts 1988, 1st Ex. Sess.,
No. 88-905, p. 474, §1; §10-4-387; amended and renumbered by Act 2009-513, p. 967, §36;
Act 2018-125, §1; Act 2019-94, §2.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-5.08.htm - 990 bytes - Match Info - Similar pages
10A-2-2.02
Section 10A-2-2.02 Supplemental provisions required or permitted in articles of incorporation.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT
IN THE CURRENT CODE SUPPLEMENT. (a) In addition to the information required to be set forth
in a certificate of formation by Section 10A-1-3.05, articles of incorporation of a corporation
formed under this chapter must set forth: (1) The number of shares the corporation is authorized
to issue; (2) The names and addresses of the individuals who are to serve as the initial directors;
and (3) The purpose or purposes for which the corporation is organized, which may be stated
to be or to include the transaction of any lawful business for which corporations may be incorporated
under this chapter. (b) The articles of incorporation may set forth: (1) Provisions not inconsistent
with law regarding: (i) Reservation to the shareholders of the right to adopt the initial
bylaws of the corporation; (ii) Managing the...
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10A-20-7.20
Section 10A-20-7.20 Amendment of certificate of formation. (a) The certificate of formation
may be amended by the votes of the stockholders and the members of the corporation, voting
separately by classes, and the amendments shall require approval by the affirmative vote of
two thirds of the votes to which the stockholders shall be entitled and two thirds of the
votes to which the members shall be entitled; provided, that no amendment of the certificate
of formation which is inconsistent with the general purposes expressed in this article, which
authorizes any additional class of capital stock to be issued or which eliminates or curtails
the right of the state Comptroller to examine the corporation or the obligation of the corporation
to make reports as provided in Section 10A-20-7.18 shall be made; and provided further, that
no amendment of the certificate of formation which increases the obligation of a member to
make loans to the corporation, makes any change in the principal...
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