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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-2A-6.01
Section 10A-2A-6.01 Authorized stock. (a) The certificate of incorporation must set
forth any classes of stock and series of stock within a class, and the number of shares of
stock of each class and series, that the corporation is authorized to issue. If more than
one class or series of stock is authorized, the certificate of incorporation must prescribe
a distinguishing designation for each class or series and, before the issuance of stock of
a class or series, describe the terms, including the preferences, rights, and limitations,
of that class or series. Except to the extent varied as permitted by this section,
all shares of stock of a class or series must have terms, including preferences, rights, and
limitations, that are identical with those of other shares of stock of the same class or series.
(b) The certificate of incorporation must authorize: (1) one or more classes or series of
stock that together have full voting rights, and (2) one or more classes or series of stock
(which...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.01.htm - 3K - Match Info - Similar pages
2-10-98
Section 2-10-98 Organization with capital stock. Incorporated associations may be organized
under this article with capital stock at the option of the organizers. In that event the association
shall be organized by the same method and for the same recording fee as in the case of those
associations organized without capital stock, except that the articles of association shall
set forth also that the association is organized with capital stock and the amount of capital
stock authorized with particulars as to the class or classes thereof and the par value of
shares. There shall be no individual liability on the part of shareholders, members, officers
or directors for the obligations of the corporation. The articles of association may provide
for preferred stock as well as common stock, but all shares shall have a definite par value,
and all shares of the same class shall have the same par value. If so divided, the articles
of incorporation must contain a statement of the number of shares...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of
an entity may be accomplished as provided in this section: (1) CORPORATIONS. a. The
terms and conditions of a plan of conversion of a corporation, other than a nonprofit corporation,
must be approved in accordance with the procedures and by the stockholder vote required by
Article 9 of Chapter 2A. If the governing documents provide for approval of a conversion by
less than all of a corporation's stockholders, approval of the conversion shall constitute
corporate action subject to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion
of a corporation to a general or limited partnership may be effected without the consent in
writing of each stockholder who will have personal liability with respect to the converted
entity, notwithstanding any provision in the governing documents of the converting corporation
providing for less than unanimous stockholder approval for the conversion. b. The...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.01.htm - 18K - Match Info - Similar pages
10A-2-1.40
Section 10A-2-1.40 Definitions applicable to business corporations. In this chapter:
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT
IN THE CURRENT CODE SUPPLEMENT. (1) "Articles of incorporation" include amended
and restated articles of incorporation and, in the case of a corporation existing on January
1, 1981, its certificate of incorporation, including any amended certificate, and also include,
except where the context otherwise requires, articles of merger. The term "articles of
incorporations" as used in this chapter is synonymous with the term "certificate
of formation" employed in Chapter 1. (2) "Authorized shares" means the shares
of all classes a domestic or foreign business corporation is authorized to issue. (3) "Corporation"
or "domestic corporation" means a business corporation, which is not a foreign corporation,
incorporated under or subject to the provisions of this chapter. (4) "Distribution"
means a direct or indirect...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-1.40.htm - 4K - Match Info - Similar pages
10A-30-1.15
Section 10A-30-1.15 Continuity of association independent of members or shareholders;
applicable to professional associations formed prior to January 1, 1984. Unless the certificate
of formation expressly provide otherwise, a professional association shall continue as a separate
entity independent of its members or shareholders for all purposes for such period of time
as provided in the certificate of formation or until dissolved by a vote of two thirds of
the members, and shall continue notwithstanding the death, insanity, incompetency, conviction
for felony, resignation, withdrawal, transfer of membership or ownership of shares, retirement,
or expulsion of any one or more of the members or shareholders, the admission or transfer
of membership or shares to any new member, members, shareholder, or shareholders or the happening
of any other event which, under the law of this state and under like circumstances, would
work a dissolution of the partnership, it being the aim and intention...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-1.15.htm - 1K - Match Info - Similar pages
10A-1-1.06
Section 10A-1-1.06 Synonymous terms. To the extent not inconsistent with the Constitution
of Alabama of 1901, and other statutes of this state wherein the terms may be found, and as
the context requires, in this title or any other statute of this state: (1) a reference to
certificate of formation includes, in the case of a corporation, articles of incorporation,
certificate of incorporation, and charter; in the case of limited partnership, a certificate
of limited partnership and a certificate of formation; in the case of a limited liability
company, certificate of formation and articles of organization; and in the case of a business
trust or a real estate investment trust, declaration of trust and, similarly, a reference
to articles of incorporation, certificate of incorporation, charter, certificate of limited
partnership, or articles of organization includes a certificate of formation; (2) a reference
to articles of dissolution includes statement of dissolution and certificate of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-1.06.htm - 2K - Match Info - Similar pages
10A-2-7.22
Section 10A-2-7.22 Proxies. 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 may vote his
or her shares in person or by proxy. An electronic transmission must contain or be accompanied
by information from which one can reasonably determine that the shareholder authorized the
transmission and that it is the shareholder who actually votes or corresponds on the transmission.
(b) A shareholder or his or her agent or attorney-in-fact may appoint a proxy to vote or otherwise
act for him or her by signing an appointment form or by means of an electronic transmission.
An electronic transmission must contain or be accompanied by information from which one can
determine that the shareholder, the shareholder's agent, or the shareholder's attorney-in-fact
authorized the transmission. (c) An appointment of a proxy is effective when a signed appointment
form or an electronic transmission of the appointment is...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.22.htm - 3K - Match Info - Similar pages
10A-2-6.01
Section 10A-2-6.01 Authorized shares. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The articles of
incorporation must prescribe the classes of shares and the number of shares of each class
that the corporation is authorized to issue. If more than one class of shares is authorized,
the articles of incorporation must prescribe a distinguishing designation for each class,
and, prior to the issuance of shares of a class, the preferences, limitations, and relative
rights of that class must be described in the articles of incorporation. All shares of a class
must have preferences, limitations, and relative rights identical with those of other shares
of the same class except to the extent otherwise permitted by Section 10A-2-6.02. (b)
The articles of incorporation must authorize (1) one or more classes of shares that together
have unlimited voting rights, and (2) one or more classes of shares, which may be the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-6.01.htm - 2K - Match Info - Similar pages
10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03,
as used in this chapter, unless otherwise specified or unless the context otherwise requires,
the following terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all
classes and series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL
STOCKHOLDER means a person who owns the beneficial interest in stock, which is either a record
stockholder or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any
other documents permitted or required to be delivered for filing by a corporation with the
Secretary of State under this chapter or Chapter 1 that modify, amend, supplement, restate,
or replace the certificate of incorporation. After an amendment of the certificate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.40.htm - 13K - Match Info - Similar pages
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