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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...
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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...
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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,...
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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...
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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...
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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.)...
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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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22-32-1
Section 22-32-1 Enactment of Southeast Interstate Low-Level Radioactive Waste Management Compact.
The Southeast Interstate Low-Level Radioactive Waste Management Compact is hereby enacted
into law and entered into by the State of Alabama with any and all states legally joining
therein in accordance with its terms, in the form substantially as follows: SOUTHEAST INTERSTATE
LOW-LEVEL RADIOACTIVE WASTE MANAGEMENT COMPACT Article I. Policy and Purpose There is hereby
created the Southeast Interstate Low-Level Radioactive Waste Management Compact. The party
states recognize and declare that each state is responsible for providing for the availability
of capacity either within or outside the state for the disposal of low-level radioactive waste
generated within its borders, except for waste generated as a result of defense activities
of the federal government or federal research and development activities. They also recognize
that the management of low-level radioactive waste is handled most...
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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...
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10A-30-2.09
Section 10A-30-2.09 Appointment of custodian for close corporation; applicable to corporations
formed as close corporations or electing close corporation status prior to January 1, 1995.
(a) The circuit court of the county in which the corporation has its registered office or
any court in such place having jurisdiction, upon application of any shareholder, may appoint
one or more persons to be custodians, and, if the corporation is insolvent, to be receivers,
of any close corporation when: (1) Pursuant to Section 10A-30-2.08, the business and affairs
of the corporation are managed by the shareholders and they are so divided that the business
of the corporation is suffering or is threatened with irreparable injury and any remedy with
respect to such deadlock provided in the governing documents or in any written agreement of
the shareholders has failed; or (2) The petitioning shareholder has the right to the dissolution
of the corporation under a provision of the certificate of formation...
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