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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...
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10A-4-3.01
Section 10A-4-3.01 Issuance and transfer of shares. (a) A domestic professional corporation
may issue shares, fractional shares, and rights or options to purchase shares only to qualified
persons. (b) Where deemed necessary by the licensing authority for any profession in order
to prevent violations of the ethical standards of the profession, the licensing authority
may, within its rule-making power, by rule further restrict, condition, or abridge the authority
of domestic professional corporations to issue shares, but no rule shall, of itself, have
the effect of causing a shareholder of a professional corporation at the time the rule becomes
effective to become a disqualified person unless and to the extent specified by the licensing
authority. (c) A shareholder of a domestic professional corporation may transfer or pledge
shares, fractional shares, and rights or options to purchase shares of the professional corporation
only to qualified persons. (d) Any issuance or transfer of...
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10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise
requires, the following terms mean: (1) AFFILIATE. A person who controls, is controlled by,
or is under common control with another person. An affiliate of an individual includes the
spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling,
parent, or spouse of any thereof, of the individual, or an individual having the same home
as the individual, or a trust or estate of which an individual specified in this sentence
is a substantial beneficiary; a trust, estate, incompetent, conservatee, protected person,
or minor of which the individual is a fiduciary; or an entity of which the individual is director,
general partner, agent, employee or the governing authority or member of the governing authority.
(2) ASSOCIATE. When used to indicate a relationship with: (A) a domestic or foreign entity
for which the person is: (i) an officer or governing person; or (ii) a beneficial...
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10A-4-1.03
Section 10A-4-1.03 Definitions. As used in this chapter, unless the context otherwise
requires, the term: (1) DISQUALIFIED PERSON. Any person who is not a qualified person. (2)
DOMESTIC PROFESSIONAL CORPORATION. A corporation for profit or nonprofit organized pursuant
to the provisions of this chapter. (3) FOREIGN PROFESSIONAL CORPORATION. A corporation or
unincorporated association, for profit or nonprofit, organized for the purpose of rendering
professional services under a law other than the law of Alabama. (4) LICENSING AUTHORITY.
As defined in Section 10A-1-1.03(49). (5) PROFESSIONAL SERVICE. As defined in Section
10A-1-1.03(80). (6) QUALIFIED PERSON. With respect to any domestic professional corporation:
a. An individual who is authorized by law of Alabama or of any qualified state to render a
professional service permitted by the certificate of formation of the professional corporation;
b. A general partnership in which all the partners are qualified persons with respect to the...
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10A-5A-8.02
Section 10A-5A-8.02 Death or disqualification of member. (a) In the case of a limited
liability company performing professional services, upon the death of a member, upon a member
becoming a disqualified person, or upon a transferable interest being transferred by operation
of law or court decree to a disqualified person, the transferable interest of the deceased
member or of the disqualified person may be transferred to a qualified person and, if not
so transferred, subject to Section 10A-5A-4.06, shall be purchased by the limited liability
company as provided in this section. (b) If the price of the transferable interest
is not fixed by the limited liability company agreement, the limited liability company, 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 to the holder of the transferable interest a specified
price deemed by the limited liability company to be the fair value of the transferable...
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10A-8A-10.03
Section 10A-8A-10.03 Death or disqualification of partner. (a) In the case of a limited
liability partnership performing professional services, upon the death of a partner, upon
a partner becoming a disqualified person, or upon a transferable interest being transferred
by operation of law or court decree to a disqualified person, the transferable interest of
the deceased partner or of the disqualified person may be transferred to a qualified person
and, if not so transferred, subject to Section 10A-8A-4.09, shall be purchased by the
limited liability partnership as provided in this section. (b) If the price of the
transferable interest is not fixed by the partnership agreement, the limited liability partnership,
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 to the holder of the transferable interest
a specified price deemed by the limited liability partnership to be the fair value of the...
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10A-4-3.05
Section 10A-4-3.05 Voting trusts. A voting trust with respect to shares of a domestic
professional corporation shall not be valid unless all the trustees and beneficiaries thereof
are qualified persons, except that a voting trust may be validly continued for a period of
12 months after the death of a deceased beneficiary or after a beneficiary has become a disqualified
person. (Acts 1983, No. 83-514, p. 763, §13; §10-4-392; amended and renumbered by Act 2009-513,
p. 967, §205.)...
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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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10A-2-16.02
Section 10A-2-16.02 Inspection of records by shareholders. 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 of a domestic corporation or of a foreign corporation with its principal
office within this state is entitled to inspect and copy, during regular business hours at
the corporation's principal office, or if its principal office is outside this state, at a
reasonable location within this state, specified by the corporation, any of the records of
the corporation described in Section 10A-2-16.01(e) if he or she gives the corporation
written notice of his or her demand at least five business days before the date on which he
or she wishes to inspect and copy. (b) A shareholder of a domestic corporation or of a foreign
corporation with its principal office within this state who shall have been a holder of record
of shares for 180 days immediately preceding his or her demand or who is the holder...
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10A-5A-1.02
Section 10A-5A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this chapter, unless the context otherwise requires, the following terms mean: (a) "Certificate
of formation," with respect to a limited liability company, means the certificate provided
for by Section 10A-5A-2.01, and the certificate as amended or restated. (b) "Constituent
limited liability company" means a constituent organization that is a limited liability
company. (c) "Constituent organization" means an organization that is party to a
merger under Article 10. (d) "Converted organization" means the organization into
which a converting organization converts pursuant to Article 10. (e) "Converting limited
liability company" means a converting organization that is a limited liability company.
(f) "Converting organization" means an organization that converts into another organization
pursuant to Article 10. (g) "Disqualified person" means any person who is not a
qualified person. (h) "Distribution" except...
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