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10A-3-7.06
Section 10A-3-7.06 Voluntary dissolution - Filing of articles of dissolution. (a) The articles
of dissolution shall be delivered to the Secretary of State for filing. (b) Upon the filing
of the articles of dissolution, the existence of the nonprofit corporation shall cease, except
for the purpose of suits, other proceedings, and appropriate corporate action by members,
directors, and officers as provided in this chapter or otherwise in this title. (Acts 1984,
No. 84-290, p. 502, §53; §10-3A-145; amended and renumbered by Act 2009-513, p. 967, §192;
Act 2020-73, §10.)...
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10A-3-7.04
Section 10A-3-7.04 Voluntary dissolution - Revocation of voluntary dissolution proceedings.
(a) A nonprofit corporation may, at any time prior to the delivery of the articles of dissolution
to the Secretary of State for filing, revoke the action theretofore taken to dissolve the
nonprofit corporation, in the following manner: (1) If there are members entitled to vote
thereon, the board of directors shall adopt a resolution recommending that the voluntary dissolution
proceedings be revoked, and directing that the question of the revocation be submitted to
a vote at a meeting of members entitled to vote thereon, which may be either an annual or
a special meeting. Written notice stating that the purpose, or one of the purposes, of the
meeting is to consider the advisability of revoking the voluntary dissolution proceedings
shall be given to each member entitled to vote at the meeting, within the time and in the
manner provided in this chapter for the giving of notice of meetings of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-7.04.htm - 3K - Match Info - Similar pages
37-6-18
Section 37-6-18 Dissolution. (a) A cooperative which has not commenced business may dissolve
voluntarily by delivering to the Secretary of State articles of dissolution, executed and
acknowledged on behalf of the cooperative by a majority of the incorporators, which shall
state: (1) The name of the cooperative; (2) The address of its principal office; (3) The date
of its incorporation; (4) That the cooperative has not commenced business; (5) That the amount,
if any, actually paid in on account of membership fees, less any part thereof disbursed for
necessary expenses, has been returned to those entitled thereto and that all easements shall
have been released to the grantors; (6) That no debt of the cooperative remains unpaid; and
(7) That a majority of the incorporators elect that the cooperative be dissolved. Such articles
of dissolution shall be submitted to the Secretary of State for filing as provided in this
chapter. (b) A cooperative which has commenced business may dissolve...
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10A-3-7.18
Section 10A-3-7.18 Survival of remedy after dissolution. The dissolution of a nonprofit corporation
either (1) by the filing of the articles of dissolution by the Secretary of State, or (2)
by an order of court when the court has not liquidated the assets and affairs of the corporation
as provided in this chapter, or (3) by operation of law, or (4) by expiration of its period
of duration, shall not take away or impair any remedy available to or against the nonprofit
corporation, its directors, officers, or members, for any right or claim existing, or any
liability incurred, prior to the dissolution if action or other proceeding thereon is commenced
within two years after the date of the dissolution. Any action or proceeding by or against
the nonprofit corporation may be prosecuted or defended by the nonprofit corporation in its
corporate name. The members, directors, and officers shall have power to take the corporate
or other action as shall be appropriate to protect the remedy,...
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10A-5-7.06
Section 10A-5-7.06 Articles of dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) After the dissolution of the limited liability company pursuant
to Section 10A-5-7.01, the limited liability company shall file articles of dissolution in
the office of the judge of probate of the county in which the certificate of formation was
filed. The articles of dissolution shall set forth: (1) The name of the limited liability
company. (2) The date of filing its certificate of formation. (3) The reason for filing the
articles of dissolution. (4) The effective date of the articles of dissolution, which shall
be a date certain, if they are not to be effective immediately. (5) Any other information
the members or managers filing the articles deem appropriate. (b) The articles of dissolution
and two copies shall be delivered to the judge of probate. If the judge of probate finds that
the articles of dissolution conform to law and that all fees prescribed in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-7.06.htm - 2K - Match Info - Similar pages
10A-1-4.31
Section 10A-1-4.31 Filing fees; all entities. (a) The Secretary of State shall collect the
following fees when a filing instrument described in this title is delivered to the Secretary
of State for filing: (1) Certificate of formation for all entities: Two hundred dollars ($200);
(2) Amendment to a certificate of formation and a restated certificate of formation: One hundred
dollars ($100); (3) Name reservations and notice of transfer of name reservation: Twenty-five
dollars ($25); (4) Certificates, articles, or statements of dissolution or cancellation: One
hundred dollars ($100); (5) Foreign entity registration including a statement of foreign limited
liability partnership: One hundred fifty dollars ($150); (6) Certificate of existence: Twenty-five
dollars ($25); (7) Certificates, articles, or statements of merger, conversion, and share
exchange: One hundred dollars ($100); and (8) Any other filing instrument required or permitted
to be delivered to the Secretary of State for filing...
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10A-1-1.03
limited liability company or association, a member; and (D) with respect to another foreign
or domestic entity, an owner of an equity interest in that entity. (69) OWNERSHIP INTEREST.
An owner's interest in an entity. The term includes the owner's share of profits and losses
or similar items and the right to receive distributions. The term does not include an owner's
right to participate in management or participate in the direction or oversight of the entity.
An ownership interest is personal property. (70) PARENT or PARENT ENTITY. An entity
that: (A) owns at least 50 percent of the ownership or membership interest of a subsidiary;
or (B) possesses at least 50 percent of the voting power of the owners or members of a subsidiary.
(71) PARTNER. A limited partner or general partner. (72) PARTNERSHIP. Includes a general partnership,
a limited liability partnership, a foreign limited liability partnership, a limited partnership,
a foreign limited partnership, a limited liability...
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40-2A-7
years from the date the return is filed with the department, whichever is later. This subparagraph
shall not apply to any corporation unless dissolution is completed within 18 months of the
date of the written notice. e. If a taxpayer has made the election provided in subsection
(d) or (e) of Section 40-18-8, a preliminary assessment based on the gain realized as a result
of the involuntary conversion [in the case of subsection (d) of Section 40-18-8] or a rollover
of gain on the sale of a personal residence [as provided in subsection (e) of Section
40-18-8] may be entered within three years from the date the taxpayer notified the department
of the replacement of the property in accordance with subsection (d) or (e) of Section 40-18-8,
as the case may be, or of his or her intention not to replace the property. f. If a taxpayer
has validly elected to have the provisions of subdivision (a) (7) of Section 40-18-6 and subsection
(l) of Section 40-18-8 apply to an acquisition of stock...
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40-27-1
a tax measured in any way by the capital of a corporation considered in its entirety. 6. "Gross
receipts tax" means a tax, other than a sales tax, which is imposed on or measured by
the gross volume of business, in terms of gross receipts or in other terms, and in the determination
of which no deduction is allowed which would constitute the tax an income tax. 7. "Sales
tax" means a tax imposed with respect to the transfer for a consideration of ownership,
possession or custody of tangible personal property or the rendering of services measured
by the price of the tangible personal property transferred or services rendered and
which is required by state or local law to be separately stated from the sales price by the
seller, or which is customarily separately stated from the sales price, but does not include
a tax imposed exclusively on the sale of a specifically identified commodity or article or
class of commodities or articles. 8. "Use tax" means a nonrecurring tax, other than
a...
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27-61-1
functions. 5. CORPORATE RECORDS OF THE COMMISSION The Commission shall maintain its corporate
books and records in accordance with the Bylaws. 6. QUALIFIED IMMUNITY, DEFENSE, AND INDEMNIFICATION
a. The Members, officers, executive director, employees, and representatives of the Commission,
the Executive Committee, and any other Committee of the Commission shall be immune from suit
and liability, either personally or in their official capacity, for any claim for damage to
or loss of property or personal injury or other civil liability caused by or
arising out of any actual or alleged act, error, or omission that occurred, or that the person
against whom the claim is made had a reasonable basis for believing occurred within the scope
of Commission employment, duties, or responsibilities; provided that nothing in this paragraph
shall be construed to protect any such person from suit and/or liability for any damage, loss,
injury, or liability caused by the intentional or willful or wanton...
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