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10A-4-4.01
Section 10A-4-4.01 Amendments to certificate of formation by administrators and the like. Administrators,
executors, guardians, conservators, or receivers of the estates of shareholders of a domestic
professional corporation who hold all of the outstanding shares of the corporation may amend
the certificate of formation by signing a written consent to the amendment and delivering
the amendment for filing to the Secretary of State. The certificate of amendment shall set
forth, in addition to the information required to be included in the certificate of amendment
by the Alabama Business Corporation Law, a statement that the administrators, executors, guardians,
conservators, or receivers own all the outstanding shares. (Acts 1983, No. 83-514, p. 763,
§15; §10-4-394; amended and renumbered by Act 2009-513, p. 967, §207; Act 2019-94, §2;
Act 2020-73, §10.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-4-4.01.htm - 1K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-2.12.htm - 2K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-2.04.htm - 1K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-2.08.htm - 1K - 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
5-11A-1
Section 5-11A-1 Amenability of trust companies to banking laws; use of word "trust"
in corporate name generally; operation of trust departments, etc., by banks. All corporations
organized and operating as trust companies shall have the word "trust" as a part
of their corporate names, shall be amenable to the general banking laws of the state insofar
as said laws are applicable to trust companies and not in conflict with the provisions of
this chapter and shall be examined by the superintendent as state banks are examined. The
word "trust" need not be a part of the corporate name of any corporation now or
hereafter organized under the laws of this state to do a banking business and all such banks,
although the word "trust" is not a part of their corporate names, shall have the
right to operate and conduct a trust department, become trustees for any purpose, be appointed
and act as executors, administrators, guardians and receivers and do any business and exercise
any powers incident to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/5-11A-1.htm - 1K - 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
10A-10-1.15
Section 10A-10-1.15 Merger. (a) For purposes of this section, the following words shall have
the respective meanings ascribed to them: (1) ALABAMA REAL ESTATE INVESTMENT TRUST. A real
estate investment trust organized in compliance with the provisions of this chapter. (2) BUSINESS
TRUST. a. An entity described in Section 10A-16-1.01. b. An unincorporated trust or association,
including an Alabama real estate investment trust, a common-law trust, or a Massachusetts
trust, which is engaged in business and in which property is acquired, held, managed, administered,
controlled, invested, or disposed of for the benefit and profit of any person who may become
a holder of a transferable unit of beneficial interest in the trust. (3) DOMESTIC LIMITED
LIABILITY COMPANY. A limited liability company as defined under the Alabama Limited Liability
Company Law. (4) DOMESTIC LIMITED PARTNERSHIP. A limited partnership as defined under the
Alabama Limited Partnership Law. (5) FOREIGN BUSINESS TRUST. A...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-10-1.15.htm - 10K - Match Info - Similar pages
27-31B-21
Section 27-31B-21 Conversion to or merger with reciprocal insurer. (a) An association captive
insurance company or industrial insured group formed as a stock or mutual corporation may
be converted to or merged with and into a reciprocal insurer in accordance with a plan therefor
and this section. (b) A plan for this conversion or merger shall satisfy both of the following:
(1) Be fair and equitable to the shareholders, in the case of a stock insurer, or the policyholders,
in the case of a mutual insurer. (2) Provide for the purchase of the shares of any nonconsenting
shareholder of a stock insurer or the policyholder interest of any nonconsenting policyholder
of a mutual insurer in substantially the same manner and subject to the same rights and conditions
as are accorded a dissenting shareholder under Article 13, commencing with Section 10-2B-13.01,
of Chapter 2B of Title 10. (c) A conversion authorized under subsection (a) shall satisfy
all of the following: (1) The conversion shall...
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37-6-3
pledge, or otherwise dispose of or encumber electric transmission and distribution lines or
systems, electric generating plants, electric refrigeration plants, water lines, sanitary
sewer lines, water systems, and sanitary sewer systems, television reception equipment through
the use of television program decryption equipment and subscriber owned, leased, or rented
satellite dishes, lands, buildings, structures, dams, plants, and equipment and any and all
kinds and classes of real or personal property whatsoever, which shall be deemed necessary,
convenient or appropriate to accomplish the purpose for which the cooperative was organized
or in which it subsequently lawfully engages. Electric generating plants, transmission, and
distribution lines or systems as referred to in this section shall include any arrangement
or agreement for the purchase, exchange, or transmission of electric power, capacity or energy,
whether sole or as joint owner of all or any part in common with one...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-6-3.htm - 19K - Match Info - Similar pages
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