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10A-2-11.04
Section 10A-2-11.04 Merger of subsidiary. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Subject to the
limitations of the Constitution of Alabama of 1901, as the same may be amended from time to
time, a parent corporation owning at least 80 percent of the outstanding shares of each class
of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholders
of the parent or subsidiary. (b) The board of directors of the parent shall adopt a plan of
merger that sets forth: (1) The names of the parent and subsidiary; and (2) The manner and
basis of converting the shares of the subsidiary into shares, obligations, or other securities
of the parent or any other corporation or into cash or other property in whole or part. (c)
The parent shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary
who does not waive the mailing requirement in writing. (d)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-11.04.htm - 1K - Match Info - Similar pages
10A-2-11.05
Section 10A-2-11.05 Articles of merger or share exchange. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
After a plan of merger or share exchange is approved by the shareholders, or adopted by the
board of directors if shareholder approval is not required, the surviving or acquiring corporation
shall deliver to the Secretary of State for filing articles of merger or share exchange setting
forth: (1) The plan of merger or share exchange; (2) If shareholder approval was not required,
a statement to that effect; (3) If approval of the shareholders of one or more corporations
party to the merger or share exchange was required: (i) The designation, number of outstanding
shares, and number of votes entitled to be cast by each voting group entitled to vote separately
on the plan as to each corporation; and (ii) Either the total number of votes cast for and
against the plan by each voting group entitled to vote...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-11.05.htm - 1K - Match Info - Similar pages
10A-20-3.01
Section 10A-20-3.01 Formation of ministers into body corporate. Whenever 10 or more ministers
of the gospel or of any other religious faith or denomination desire to be legally formed
into a body corporate, they shall file with the Secretary of State a declaration in writing,
signed by them, setting forth the corporate name they desire to have, the name of the denomination
or branch of the church of God with which they are in affiliation and to whose rules and articles
of belief they conform, and shall pay the Secretary of State the filing fee required to be
paid to the Secretary of State under Section 10A-1-4.31 for filing a certificate of formation,
whereupon the Secretary of State, in the name of the State of Alabama, shall issue a certificate
of incorporation or charter to the corporation. (Code 1907, §3593; Code 1923, §7083; Code
1940, T. 10, §111; §10-4-40; amended and renumbered by Act 2009-513, p. 967, §328.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-3.01.htm - 1K - Match Info - Similar pages
10A-4-4.01
Section 10A-4-4.01 Amendments to certificate of formation by administrators and the like. Administrators,
executors, guardians, conservators, or receivers of the estates of shareholders of a domestic
professional corporation who hold all of the outstanding shares of the corporation may amend
the certificate of formation by signing a written consent to the amendment and delivering
the amendment for filing to the Secretary of State. The certificate of amendment shall set
forth, in addition to the information required to be included in the certificate of amendment
by the Alabama Business Corporation Law, a statement that the administrators, executors, guardians,
conservators, or receivers own all the outstanding shares. (Acts 1983, No. 83-514, p. 763,
§15; §10-4-394; amended and renumbered by Act 2009-513, p. 967, §207; Act 2019-94, §2;
Act 2020-73, §10.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-4-4.01.htm - 1K - Match Info - Similar pages
10A-9A-3.06
Section 10A-9A-3.06 Person erroneously believing self to be limited partner. (a) Except as
otherwise provided in subsection (b), a person that makes an investment in an organization
and erroneously but in good faith believes that the person has become a limited partner in
the organization is not liable for the organization's obligations by reason of making the
investment, receiving distributions from the organization, or exercising any rights of or
appropriate to a limited partner, if, on ascertaining the mistake, the person: (1) causes
an appropriate certificate of formation, amendment, or statement of correction to be signed
and filed with the filing officer in accordance with Article 4 of Chapter 1; or (2) withdraws
from future participation as an owner in the organization by signing a statement of withdrawal
and filing it with the Secretary of State. (b) A person that makes an investment described
in subsection (a) is liable to the same extent as a general partner to any third...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-3.06.htm - 2K - Match Info - Similar pages
11-22-6
Section 11-22-6 Certificate of incorporation - Amendments. If any corporation formed under
this chapter has accidentally or inadvertently failed to comply with the requirements hereof
in its organization, such omission or defect may be corrected by filing an amendment as provided
in this section. The certificate of incorporation of any corporation formed under this chapter
may also at any time and from time to time be amended so as to make any changes therein and
add any provisions thereto which might have been included in the certificate of incorporation
in the first instance. Any amendment shall be effected in the following manner: The members
of the board of directors of the corporation shall file with the governing body of the county
an application in writing seeking permission to amend the certificate of incorporation, specifying
in such application the amendment proposed to be made. Such governing body shall consider
such application and, if it shall by appropriate resolution...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-22-6.htm - 2K - Match Info - Similar pages
11-60-6
Section 11-60-6 Certificate of incorporation - Amendment. If any corporation formed under this
chapter has accidentally or inadvertently failed to comply with the requirements of this chapter
in its organization, such omission or defect may be corrected by filing an amendment as provided
in this section. The certificate of incorporation of any corporation formed under this chapter
may also at any time and from time to time be amended so as to make any changes therein and
add any provisions thereto which might have been included in the certificate of incorporation
in the first instance. Any amendment shall be effected in the following manner: The members
of the board of directors of the corporation shall file with the governing body of the municipality
an application in writing seeking permission to amend the certificate of incorporation, specifying
in such application the amendment proposed to be made. Such governing body shall consider
such application and, if it shall by appropriate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-60-6.htm - 2K - Match Info - Similar pages
27-13-102
Section 27-13-102 Filing with commissioner; orders by commissioner against unfair practices,
etc., or violations. (a) Every advisory organization shall file with the commissioner: (1)
A copy of its constitution, its articles of agreement or association or its certificate of
incorporation and its bylaws, rules, and regulations governing its activities; (2) A list
of its members; (3) The name and address of a resident of this state upon whom notices or
orders of the commissioner or process issued at his direction may be served; and (4) An agreement
that the commissioner may examine such advisory organization in accordance with the provisions
of this section. (b) If, after a hearing, the commissioner finds that the furnishing of such
information or assistance involves any act or practice which is unfair or unreasonable or
otherwise inconsistent with the provisions of Articles 2 or 3 of this chapter, as the case
may be, he may issue a written order specifying in what respects such act or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-13-102.htm - 2K - Match Info - Similar pages
5-7A-21
Section 5-7A-21 Conversion of national bank, etc., into state bank - Execution of articles
of incorporation and organization certificate; powers of directors, etc. In case of such conversion,
the articles of incorporation and organization certificates may be executed by a majority
of the directors of the bank and the certificate shall declare that the owners of a majority
of the capital stock have authorized the directors to make such certificate and to exchange
or convert the national bank into a state bank. A majority of the directors, after executing
the articles of incorporation and the organization certificate, shall have power to execute
all other papers and to do whatever may be required to make its organization perfect and complete
as a state bank. The shares of any such bank may continue to be for the same amount each as
they were before they were converted, and the directors may continue to be directors of the
state bank until others are elected or appointed in accordance...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/5-7A-21.htm - 1K - Match Info - Similar pages
10A-1-4.01
Section 10A-1-4.01 Filing instrument requirements. (a) A filing instrument must: (1) be typewritten,
printed, or electronically transmitted. If a filing instrument is electronically transmitted,
the filing instrument shall be in a format that can be retrieved or reproduced in typewritten
or printed form. (2) be in the English language. A name may be in a language other than English
if written in English letters or Arabic or Roman numerals. A filing instrument not in English
shall be accompanied by an English translation reasonably authenticated to the satisfaction
of the filing officer. If a filing instrument is not in English but is accompanied by an English
translation authenticated to the satisfaction of the filing officer, then the filing instrument
and the English translation shall collectively be considered one filing instrument, however,
for all purposes of the laws of this state, the English translation shall govern. (3) be signed
by the person or persons required by this title...
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