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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...
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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether
the other entity or entities are the same or another form of entity, may be accomplished as
provided in this section. (1) CORPORATIONS. a. In the case of a corporation, other
than a nonprofit corporation, that is a party to a merger, a plan of merger must be approved
in accordance with the procedures and by the stockholder vote required by Article 11 of Chapter
2A. If the governing documents of the corporation provide for approval of a merger by less
than all of the corporation's stockholders, approval of the merger shall constitute corporate
action subject to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No
merger of a corporation into 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
surviving entity, notwithstanding any provision in the governing documents of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.02.htm - 17K - Match Info - Similar pages
45-6-242
Section 45-6-242 Levy of taxes; exemptions; payment of taxes; reports by taxpayers;
applicability of state sales tax statutes; disposition of funds. (a) The following words,
terms, and phrases where used in this section shall have the following respective meanings
except where the context clearly indicates a different meaning: (1) "County" means
Bullock County in the State of Alabama. (2) "Commissioner" means the Commissioner
of Revenue of the state. (3) "State Department of Revenue" means the Department
of Revenue of the state. (4) "State" means the State of Alabama. (5) "State
sales tax statutes" means Division 1 of Article 1 of Chapter 23 of Title 40, as amended,
including all other statutes of the state which expressly set forth any exemptions from the
computation of the taxes levied in Division 1 and all other statutes which expressly apply
to, or purport to affect, the administration of Division 1 and the incidence and collection
of the taxes imposed therein. (6) "State sales...
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8-6-11
Section 8-6-11 Registration of securities - Exempt transactions. (a) Except as hereinafter
in this section expressly provided, Sections 8-6-3 through 8-6-9 shall not apply to
any of the following transactions: (1) Any isolated nonissuer transaction, whether effected
through a dealer or not; (2) Any nonissuer transaction in an outstanding security by a registered
dealer if: a. The issuer has a class of securities subject to registration under Section
12 of the Securities Exchange Act of 1934 and has been subject to the reporting requirements
of Sections 13 or 15(d) of the Securities Exchange Act of 1934 for not less than 180 days
before the transaction; or has filed and maintained with the commission for not less than
180 days before the transaction information, in such form as the commission, by rule, specifies,
substantially comparable to the information which the issuer would be required to file under
Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, or the...
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10A-20-7.20
Section 10A-20-7.20 Amendment of certificate of formation. (a) The certificate of formation
may be amended by the votes of the stockholders and the members of the corporation, voting
separately by classes, and the amendments shall require approval by the affirmative vote of
two thirds of the votes to which the stockholders shall be entitled and two thirds of the
votes to which the members shall be entitled; provided, that no amendment of the certificate
of formation which is inconsistent with the general purposes expressed in this article, which
authorizes any additional class of capital stock to be issued or which eliminates or curtails
the right of the state Comptroller to examine the corporation or the obligation of the corporation
to make reports as provided in Section 10A-20-7.18 shall be made; and provided further,
that no amendment of the certificate of formation which increases the obligation of a member
to make loans to the corporation, makes any change in the principal...
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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.)...
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10A-30-2.07
Section 10A-30-2.07 Agreements restricting discretion of directors; applicable to corporations
formed as close corporations or electing close corporation status prior to January 1, 1995.
A written agreement among the shareholders of a close corporation holding a majority of the
outstanding shares entitled to vote, whether solely among themselves or with a party not a
shareholder, is not invalid, as between the parties to the agreement, on the ground that it
so relates to the conduct of the business and affairs of the corporation as to restrict or
interfere with the discretion or powers of the board of directors. The effect of any such
agreement shall be to relieve the directors and impose upon the shareholders who are parties
to the agreement the liability for managerial acts or omissions which is imposed on directors
to the extent and so long as the discretion or powers of the board in its management of corporate
affairs is controlled by such agreement. (Acts 1980, No. 80-633, p....
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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-2-13.24
Section 10A-2-13.24 Share restriction. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Within 20 days
after making a formal payment demand, each shareholder demanding payment shall submit the
certificate or certificates representing his or her shares to the corporation for (1) notation
thereon by the corporation that the demand has been made and (2) return to the shareholder
by the corporation. (b) The failure to submit his or her shares for notation shall, at the
option of the corporation, terminate the shareholders' rights under this article unless a
court of competent jurisdiction, for good and sufficient cause, shall otherwise direct. (c)
If shares represented by a certificate on which notation has been made shall be transferred,
each new certificate issued therefor shall bear similar notation, together with the name of
the original dissenting holder of the shares. (d) A transferee of the shares shall...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.24.htm - 1K - Match Info - Similar pages
10A-2-6.30
Section 10A-2-6.30 Shareholders' preemptive rights. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
The shareholders of a corporation have a preemptive right to acquire the corporation's unissued
shares except to the extent the articles of incorporation otherwise provide. (b) The following
principles govern a shareholder's preemptive rights under this section, except to the
extent the articles of incorporation expressly provide otherwise: (1) The shareholders of
the corporation have a preemptive right, granted on uniform terms and conditions prescribed
by the board of directors to provide a fair and reasonable opportunity to exercise the right,
to acquire proportional amounts of the corporation's unissued shares upon the decision of
the board of directors to issue them. (2) A shareholder may waive his or her preemptive right.
A waiver evidenced by a writing is irrevocable even though it is not supported by...
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