10A-30-2.13
Section 10A-30-2.13 Effect of the close corporation provisions on other laws; applicable to corporations formed as close corporations or electing close corporation status prior to January 1, 1995. This article shall not be deemed to repeal any statute or rule of law which is or would be applicable to any corporation which is governed by the Alabama Business Corporation Law but is not a close corporation. (Acts 1980, No. 80-633, p. 1094, §174; §10-2A-313; amended and renumbered by Act 2009-513, p. 967, §374; Act 2019-94, §2.)...
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10A-30-2.04
Section 10A-30-2.04 Voluntary termination of close corporation status by amendment of certificate of formation; vote required; applicable to corporations formed as close corporations or electing close corporation status prior to January 1, 1995. (a) A corporation may voluntarily terminate its status as a close corporation and cease to be subject to this article by amending its certificate of formation to delete therefrom the additional provisions required or permitted by Section 10A-30-2.02 to be stated in the certificate of formation of close corporations except such provisions as are permitted by the Alabama Business Corporation Law which the corporation chooses to retain. Any such amendment shall be adopted and shall become effective in accordance with the Alabama Business Corporation Law, except that it must be approved by a vote of the holders of record of at least one-third of the shares of each class of stock of the corporation which are outstanding. (b) The certificate of...
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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-30-2.01
Section 10A-30-2.01 Article applicable to close corporations; applicability of chapter. (a) This article applies to all close corporations, as defined in Section 10A-30-2.02. (b) All provisions of this article shall be applicable to all close corporations as defined in Section 10A-30-2.02 except insofar as this article otherwise provides. (c) Neither election to become, nor operation as, a close corporation shall deprive any shareholder of such corporation of the limitation of liability provided under the Alabama Business Corporation Law. (d) This chapter shall apply only to close corporations formed in accordance with Section 10A-30-2.03 before January 1, 1995, or electing to become a close corporation pursuant to Section 10A-30-2.04 before January 1, 1995, and which has not voluntarily terminated its status as a close corporation or otherwise ceased to be a close corporation to which the provisions of this article apply before January 1, 1995. (Acts 1980, No. 80-633, p. 1094, §161;...
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10A-30-2.09
Section 10A-30-2.09 Appointment of custodian for close corporation; applicable to corporations formed as close corporations or electing close corporation status prior to January 1, 1995. (a) The circuit court of the county in which the corporation has its registered office or any court in such place having jurisdiction, upon application of any shareholder, may appoint one or more persons to be custodians, and, if the corporation is insolvent, to be receivers, of any close corporation when: (1) Pursuant to Section 10A-30-2.08, the business and affairs of the corporation are managed by the shareholders and they are so divided that the business of the corporation is suffering or is threatened with irreparable injury and any remedy with respect to such deadlock provided in the governing documents or in any written agreement of the shareholders has failed; or (2) The petitioning shareholder has the right to the dissolution of the corporation under a provision of the certificate of formation...
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10A-30-2.06
Section 10A-30-2.06 Corporate option where a restriction on transfer of shares is held invalid; applicable to corporations formed as close corporations or electing close corporation status prior to January 1, 1995. If a restriction on transfer of shares of a close corporation is held not to be authorized by the Alabama Business Corporation Law, the corporation shall nevertheless have an option for a period of 30 days after the judgment setting aside the restriction becomes final, to acquire the restricted shares at a price which is agreed upon by the parties or if no agreement is reached as to price, then at the fair value as determined by the circuit court of the county in which the corporation has its registered office or any court in such place having jurisdiction. In order to determine fair value, the court may appoint an appraiser to receive evidence and report to the court his or her findings and recommendation as to fair value. The appraiser shall have such powers and shall...
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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-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-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-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...
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