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-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-4-1.03
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-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-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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19-3B-816
Section 19-3B-816 Specific powers of trustee. (a) Without limiting the authority conferred by Section 19-3B-815, a trustee may: (1) collect trust property and accept or reject additions to the trust property from a settlor or any other person, including, but not being limited to, the authority to receive, collect, hold, and retain common or preferred stock or other interests in the trustee or any related party; (2) acquire or sell property, for cash or on credit, at public or private sale; (3) exchange, partition, or otherwise change the character of trust property; (4) deposit trust money in an account in a regulated financial-service institution; (5) borrow money, with or without security, and mortgage or pledge trust property for a period within or extending beyond the duration of the trust; (6) with respect to an interest in a proprietorship, partnership, limited liability company, business trust, corporation, or other form of business or enterprise, continue the business or other...
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40-14B-1
Section 40-14B-1 Definitions. As used in this chapter, the following terms shall have the following meanings: (1) AFFILIATE. An affiliate of another person shall include any of the following: a. A person who directly or indirectly either: 1. Beneficially owns 15 percent or more of the outstanding voting securities or other voting ownership interests of the other person, whether through rights, options, convertible interests, or otherwise; or 2. Controls or holds power to vote 15 percent or more of the outstanding voting securities or other voting ownership interests of the other person. b. A person owning 15 percent or more of the outstanding voting securities or other voting ownership interests of which are directly or indirectly either: 1. Beneficially owned by the other person, whether through rights, options, convertible interests, or otherwise; or 2. Controlled or held with power to vote by the other person. c. A partnership or limited liability company in which the other person...
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11-65-2
Section 11-65-2 Definitions. (a) The following words and phrases used in this chapter, and others evidently intended as the equivalent thereof, shall, unless the context clearly indicates otherwise, have the following respective meanings: (1) ALABAMA-BRED. When this term is used with reference to a horse, it means a horse which is registered in the registry designated and administered by a commission in accordance with such rules concerning domicile and registration requirements as may be established by such commission and which is either (i) foaled from a mare domiciled in the state during the 10-year period beginning with January 1, 1991, or (ii) sired by an Alabama stallion and foaled from a mare domiciled in the state at any time after the expiration of such 10-year period. (2) ALABAMA STALLION. A stallion which is standing in the state at the time he is bred to the dam of an Alabama-bred horse, which is registered with a commission, and which is owned or leased by a resident of...
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43-8-1
the parent whose relationship is involved and excludes any person who is only a stepchild, a foster child, a grandchild or any more remote descendant. (3) COURT. The court having jurisdiction in matters relating to the affairs of decedents. This court in Alabama is known as the probate court. (4) DAYS. That period of time as computed in accordance with section 1-1-4 and Rule 6(a), Alabama Rules of Civil Procedure. (5) DEVISE. When used as a noun, means a testamentary disposition of real or personal property and when used as a verb, means to dispose of real or personal property by will. (6) DEVISEE. Any person designated in a will to receive a devise. In the case of a devise to an existing trust or trustee, or to a trustee or trust described by will, the trust or trustee is the devisee and the beneficiaries are not devisees. (7) DISTRIBUTEE. Any person who has received property of a decedent from his personal representative other than as creditor or purchaser. A testamentary trustee is...
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11-65-16
the license; (6) If a trust or custodianship, then at least 50 percent of the corpus of such trust or custodianship is situated in the state and the trustee or custodian of such property has a substantial presence in the state under any of the standards set forth in this subsection (b); or (7) If an estate, then such estate is the estate of a person described in subdivision (b)(1), or at least 50 percent of the property of such estate consists of real estate located in the state or tangible personal property which has been located within the state for at least 12 consecutive months prior to the date of application for the license. (c) The provisions of this section which permit a horse racing facility license to be granted only if more than 50 percent of both the ownership interest and the voting interest in the licensee is owned, directly or indirectly, by persons who have a substantial presence in the state shall not be construed (1) to impair the foreclosure rights of any mortgagee...
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