10A-30-2.05
Section 10A-30-2.05 Issuance or transfer of shares of a close corporation in breach of qualifying conditions; applicable to corporations formed as close corporations or electing close corporation status prior to January 1, 1995. (a) If shares of a close corporation are issued or transferred to any person who is not entitled under any provision of the certificate of formation permitted by Section 10A-30-2.02 to be a holder of record of shares of the corporation, and if the certificate for shares conspicuously notes the qualifications of the persons entitled to be holders of record thereof, such person is conclusively presumed to have notice of the fact of his or her ineligibility to be a shareholder. (b) If a certificate for shares of any close corporation conspicuously notes the fact of a restriction on transfer of shares of the corporation and the restriction is one which is permitted by the Alabama Business Corporation Law, the transferee of the shares is conclusively presumed to...
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10A-5-9.04
Section 10A-5-9.04 Recording of articles of merger; effect when Secretary of State files articles; copy of certified articles conclusive evidence of matters. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. The articles of merger required by this chapter to be filed with the Secretary of State shall also be recorded in the office of the judge of probate in the county in which the limited liability company is required to file its certificate of formation and in each county in which a limited liability company which is a party to the merger is required to file its certificate of formation; provided, however, that when the articles are filed by the Secretary of State, the matters covered by the articles shall be effective as stated therein, and a copy of the articles certified by the Secretary of State shall be conclusive evidence of the matters covered therein. (Acts 1993, No. 93-724, p. 1425, §57; §10-12-57; amended and renumbered by Act 2009-513, p....
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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.)...
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10A-20-6.02
Section 10A-20-6.02 Incorporation. (a) The incorporators of any corporation to be governed by this article shall prepare and deliver to the Secretary of State for filing a certificate of formation stating an intention to become a corporation, which certificate of formation shall be signed by each of the incorporators and shall set forth: (1) The name of the proposed corporation; (2) The objects and purposes for which the corporation is organized; (3) The location of the principal office of the corporation in this state; and (4) The name and post office address of each incorporator, not less than three in number. (b) The certificate of formation may also contain any other provisions, not inconsistent with the provisions of this article, which the incorporators may desire to insert for the regulation of the business or affairs of the corporation or which would be permitted nonprofit corporations by the Alabama Nonprofit Corporation Law. The filing of the certificate of formation shall be...
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10A-2A-18.01
Section 10A-2A-18.01 Application to existing corporations. (a) Before January 1, 2021, this chapter governs only: (1) a corporation incorporated on or after January 1, 2020; and (2) a corporation incorporated before January 1, 2020, which elects, by amending or restating that corporation's certificate of incorporation, to be governed by this chapter. (b) On and after January 1, 2021, this chapter governs all existing corporations incorporated under: (1) any general or special law of this state providing for the incorporation of corporations for a purpose or purposes for which a corporation might be incorporated under this chapter, where the power has been reserved to amend, repeal, or modify the law under which the corporation was incorporated; and (2) any predecessor statute hereto. (c) For purposes of applying this chapter to a corporation incorporated before January 1, 2020: (1) the corporation's incorporation document, whether a certificate of incorporation, certificate of...
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10A-3-5.01
Section 10A-3-5.01 Procedure for merger. (a) Any two or more domestic nonprofit corporations may merge into one of the corporations pursuant to a plan of merger approved in the manner provided in this chapter. (b) Each nonprofit corporation shall adopt a plan of merger setting forth: (1) The names of the nonprofit corporations proposing to merge, and the name of the nonprofit corporation into which they propose to merge, which is hereinafter designated as the surviving nonprofit corporation. (2) The terms and conditions of the proposed merger. (3) A statement of any changes in the certificate of formation of the surviving nonprofit corporation to be effected by the merger. (4) The other provisions with respect to the proposed merger as are deemed necessary or desirable. (Acts 1984, No. 84-290, p. 502, §41; §10-3A-100; amended and renumbered by Act 2009-513, p. 967, §187.)...
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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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10A-4-2.02
Section 10A-4-2.02 Required statement of purpose in certificate of formation. (a) Any corporation whose certificate of formation includes as a stated purpose the performance of professional services may be incorporated under this chapter by stating in its certificate of formation that it is incorporated under this chapter. (b) A professional business corporation, other than a nonprofit professional corporation, which is subject to this chapter shall cease being governed by this chapter and shall be governed by the Alabama Business Corporation Law, if it is a domestic corporation, if it amends its certificate of formation to delete the statement that it is organized under this chapter, and conforms its articles to the Alabama Business Corporation Law and, if it is a foreign corporation, complies with the provisions of this title applicable to foreign entities. A domestic nonprofit professional corporation which is subject to this chapter shall cease being governed by this chapter and...
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10A-5-2.02
Section 10A-5-2.02 Supplemental Provisions required in the certificate of formation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. In addition to the information required for a certificate of formation by Section 10A-1-3.05, the certificate of formation of a limited liability company shall set forth: (1) The right, if given, of the member or members to admit additional members, and the terms and conditions of the admission. (2) The circumstances, if any, under which the cessation of membership of one or more members will result in dissolution of the limited liability company. (3) If the limited liability company is to be managed by one or more managers, the certificate of formation shall so state and shall set out the names and the mailing addresses of the manager or managers who are to serve as managers until their successors are elected and begin serving. (Acts 1993, No. 93-724, p. 1425, §10; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-10;...
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10A-5-2.06
Section 10A-5-2.06 Records to be kept; right of inspection. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Each limited liability company shall keep at its registered office or principal place of business in this state the following records: (1) A current list of the full name and last known business or residence street address of each member, and each manager, if any. (2) A copy of the filed certificate of formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any documents have been executed. (3) Copies of the limited liability company's federal, state, and local income tax returns and reports, if any, for the three most recent years. (4) Copies of any then effective operating agreements including any amendments thereto. (5) Copies of any financial statements of the limited liability company for the three most recent years. (b) Those records, and any other books and records of the limited...
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