|
10A-30-2.02
Section 10A-30-2.02 "Close corporation" defined; contents of certificate of
formation; number of shareholders; applicable to corporations formed as close corporations
or electing close corporation status prior to January 1, 1995. (a) A close corporation is
a corporation organized under former Chapter 2A of former Title 10 whose certificate of formation
contains the provisions required by former Section 10-2A-91 or a successor statute,
including Section 10A-2-2.02 and, in addition, provide that: (1) The corporation is
a close corporation authorized by this article; (2) All of the issued shares of all classes
shall be subject to one or more of the restrictions on transfer permitted by former Section
10-2A-41 or a successor statute, including Section 10A-2-6.27; and (3) For purposes
of determining the number of holders of record of the stock of a close corporation, stock
which is held in joint or common tenancy or by the entireties shall be treated as held by
one shareholder. (b) The...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-2.02.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-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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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
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-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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-2.05.htm - 2K - Match Info - Similar pages
10A-30-2.10
Section 10A-30-2.10 Appointment of a provisional director in certain cases; applicable
to corporations formed as close corporations or electing close corporation status prior to
January, 1 1995. (a) Notwithstanding any contrary provision of the governing documents or
agreement of the shareholders, the circuit court of the county in which the registered office
of the corporation is located may appoint a provisional director for a close corporation if
the directors are so divided respecting the management of the corporation's business and affairs
that the votes required for action by the board of directors cannot be obtained with the consequence
that the business and affairs of the corporation can no longer be conducted to the advantage
of the shareholders generally. (b) An application for relief under this section must
be filed (1) by at least one-half of the number of directors then in office, or (2) by the
holders of at least one-third of all shares then entitled to elect directors,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-2.10.htm - 3K - Match Info - Similar pages
10A-30-2.03
Section 10A-30-2.03 Formation of a close corporation; applicable to corporations formed
as close corporations before January 1, 1995. A close corporation which was formed in accordance
with former Sections 10-2A-90 through 10-2A-96 must have been authorized by the affirmative
vote of all holders of and subscribers to shares of the corporation, and: (1) The certificate
of formation contains a heading stating the name of the corporation and that it is a close
corporation; and (2) The certificate of formation contains the provisions required by Section
10A-30-2.02; and (3) Each certificate for shares conspicuously notes the fact that the corporation
is a close corporation and make reference to the restriction on transfer of shares set forth
in the certificate of formation. (Acts 1980, No. 80-633, p. 1094, §163; §10-2A-302; amended
and renumbered by Act 2009-513, p. 967, §372; Act 2019-94, §2.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-2.03.htm - 1K - 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-2A-6.01
Section 10A-2A-6.01 Authorized stock. (a) The certificate of incorporation must set
forth any classes of stock and series of stock within a class, and the number of shares of
stock of each class and series, that the corporation is authorized to issue. If more than
one class or series of stock is authorized, the certificate of incorporation must prescribe
a distinguishing designation for each class or series and, before the issuance of stock of
a class or series, describe the terms, including the preferences, rights, and limitations,
of that class or series. Except to the extent varied as permitted by this section,
all shares of stock of a class or series must have terms, including preferences, rights, and
limitations, that are identical with those of other shares of stock of the same class or series.
(b) The certificate of incorporation must authorize: (1) one or more classes or series of
stock that together have full voting rights, and (2) one or more classes or series of stock
(which...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.01.htm - 3K - Match Info - Similar pages
|