10A-2-13.31
Section 10A-2-13.31 Court costs and counsel fees. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The court in an appraisal proceeding commenced under Section 10A-2-13.30 shall determine all costs of the proceeding, including compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under Section 10A-2-13.28. (b) The court may also assess the reasonable fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable: (1) Against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.31.htm - 2K - Match Info - Similar pages
10A-2-14.05
Section 10A-2-14.05 Effect of dissolution. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2) Disposing of its properties that will not be distributed in kind to its shareholders; (3) Discharging or making provision for discharging its liabilities; (4) Distributing its remaining property among its shareholders according to their interests; and (5) Doing every other act necessary to wind up and liquidate its business and affairs. (b) Dissolution of a corporation does not: (1) Alter the limited liability status of its subscribers and shareholders under Section 10A-2-6.22, except as provided in Section 10A-1-9.22(d)(2) with respect to assets distributed to a shareholder in liquidation; (2) Transfer title to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-14.05.htm - 2K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-4-3.02.htm - 7K - Match Info - Similar pages
10A-2-13.02
Section 10A-2-13.02 Right to dissent. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A shareholder is entitled to dissent from, and obtain payment of the fair value of his or her shares in the event of, any of the following corporate actions: (1) Consummation of a plan of merger to which the corporation is a party (i) if shareholder approval is required for the merger by Section 10A-2-11.03 or the articles of incorporation and the shareholder is entitled to vote on the merger or (ii) if the corporation is a subsidiary that is merged with its parent under Section 10A-2-11.04; (2) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan; (3) Consummation of a sale or exchange by all, or substantially all, of the property of the corporation other than in the usual and regular course of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.02.htm - 3K - Match Info - Similar pages
10A-2-14.34
Section 10A-2-14.34 Election to purchase in lieu of dissolution. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) In a proceeding under Section 10A-2-14.30(2) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this section shall be irrevocable unless the court determines that it is equitable to set aside or modify the election. (b) An election to purchase pursuant to this section may be filed with the court at any time within 90 days after the filing of the petition under Section 10A-2-14.30(2) or at a later time as the court in its discretion may allow. If...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-14.34.htm - 6K - Match Info - Similar pages
26-2B-102
Section 26-2B-102 Definitions. In this chapter, the following terms shall have the following meanings: (1) ADULT. An individual who has attained 19 years of age or who by statute has otherwise been deemed to be an adult under the laws of the State of Alabama or the laws of another state. (2) CONSERVATOR. A person appointed by the court to administer the property of an adult, including a person appointed under Section 26-2A-20 of the Alabama Uniform Guardianship and Protective Proceedings Act. (3) COURT. A probate court of this state and includes an appropriate court of another state. (4) GUARDIAN. A person appointed by the court to make decisions regarding the person of an adult, including a person appointed under Section 26-2A-20 of the Alabama Uniform Guardianship and Protective Proceedings Act. (5) GUARDIANSHIP. An order appointing a guardian. (6) GUARDIANSHIP PROCEEDING. A judicial proceeding in which an order for the appointment of a guardian is sought or has been issued. (7)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/26-2B-102.htm - 2K - Match Info - Similar pages
34-6-33
Section 34-6-33 Surrender of license; credit for unused portion; forfeiture. If any licensee shall voluntarily relinquish personal supervision, management, and control of any billiard room, he or she shall surrender his or her license to the probate judge who may issue a new license to some other person, firm, or corporation to continue the business, under the provisions of this chapter, in which event credit shall be given for the unused portion of the surrendered license. But if any licensee shall relinquish management of the business as aforesaid without surrendering his or her license for reissue as hereinbefore provided, the license shall be deemed to be forfeited and the probate judge may order the sheriff of the county or the chief law enforcement officer of the State of Alabama to close the place of business. (Acts 1923, No. 230, p. 224, §3; Code 1923, §4258; Code 1940, T. 14, §240.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/34-6-33.htm - 1K - Match Info - Similar pages
41-10-492
Section 41-10-492 Authority as public corporation. The state Finance Director, the state Budget Officer and one person appointed by the Governor, one person appointed by the Speaker of the House and one person appointed by the Lieutenant Governor, may become a public corporation with the power and authority provided in this article by proceeding according to the provisions hereof. Those persons appointed by the Governor, Lieutenant Governor and Speaker of the House shall serve at the pleasure of the official appointing them and until their replacements have been appointed. The State Treasurer shall be treasurer of the authority, shall act as custodian of the funds of the authority, and shall pay the principal of and interest on the bonds of the authority out of the funds hereinafter provided for; provided, that the State Treasurer may designate one or more banks either within or without the state as the paying agent with respect to any series of bonds issued under this article. (Acts...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/41-10-492.htm - 1K - Match Info - Similar pages
10A-2-3.04
Section 10A-2-3.04 Ultra vires. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged: (1) In a proceeding by a shareholder against the corporation to enjoin the act; (2) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or (3) In a proceeding by the Attorney General under Section 10A-2-14.30. (c) In a shareholder's proceeding under subsection (b)(1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-3.04.htm - 1K - Match Info - Similar pages
10A-2A-14.11
Section 10A-2A-14.11 Procedure for judicial dissolution. (a) Venue for a proceeding by the attorney general to dissolve a corporation lies in circuit court for the county in which the corporation's principal office is located in this state, and if none in this state, in the circuit court for the county in which the corporation's most recent registered office is located. Venue for a proceeding brought by any other party named in Section 10A-2A-14.10(a) lies in circuit court for the county in which the corporation's principal office is located in this state, and if none in this state, in the circuit court for the county in which the corporation's most recent registered office is located. (b) It is not necessary to make stockholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually. (c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian during the proceeding with all powers and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-14.11.htm - 1K - Match Info - Similar pages
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