10A-2-14.21
Section 10A-2-14.21 Procedure for and effect of administrative dissolution. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If the Secretary of State determines that one or more grounds exist under Section 10A-2-14.20 for dissolving a corporation, he or she shall serve the corporation with written notice of his or her determination under Section 10A-1-5.31(b), 10A-1-5.35, or 10A-1-5.36. (b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after service of the notice is perfected under Section 10A-1-5.31(b), 10A-1-5.35, or 10A-1-5.36, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State...
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10A-5-5.02
Section 10A-5-5.02 Liability for contributions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in the certificate of formation, a member is obligated to the limited liability company to perform any promise to pay cash or convey property or to render services, even if the member is unable to perform because of death, disability, or any other reason. A member who does not perform such a promise is obligated at the option of the limited liability company to pay cash equal to the amount or value of the portion of the contribution that has not been paid, conveyed, or rendered. (b) The operating agreement may provide that the interest of any member who fails to make any contribution that the member is obligated to make, or who fails to pay any agreed assessment that the member is obligated to make, shall be subject to a reasonable penalty for such failure. The penalty may take the form of reducing the defaulting member's proportionate...
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10A-5-6.01
Section 10A-5-6.01 Admission of additional members. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) After the filing of a limited liability company's original certificate of formation, additional members may be admitted as follows: (1) In the case of a member acquiring an interest directly from the limited liability company, upon compliance with the operating agreement or, if the operating agreement does not provide for the admission of additional members, with the written consent of all members. (2) In the case of an assignee of an interest of a member, by complying with Section 10A-5-6.03. (b) The effective time of admission of a member to a limited liability company shall be the later of: (1) The date the limited liability company is formed. (2) The time provided in the operating agreement, or if no time is provided, then when the person's admission is reflected in the records of the limited liability company. (Acts 1993, No. 93-724, p. 1425,...
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10A-20-1.07
Section 10A-20-1.07 Dissolution. Any corporation sole under this article may be dissolved by the bishop who constitutes the corporation filing with the Secretary of State an application therefor, which shall be subscribed, sworn to, and certified as in the case of an application for incorporation. Upon the filing of the certificate, the corporation shall cease, and all its property rights and liabilities shall pass to the bishop, but no bishop shall be responsible for liabilities of a dissolved corporation in any greater sum than the value of property of the corporation which may come into possession of the bishop upon its dissolution. The Secretary of State shall record the application for dissolution and shall make and issue to the bishop, under the seal of the state, a certificate that the corporation is dissolved and shall record this certificate with the application for dissolution. (Acts 1911, No. 429, p. 452; Code 1923, §7118; Code 1940, T. 10, §121; §10-4-7; amended and...
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10A-30-1.16
Section 10A-30-1.16 Distribution of assets on dissolution; applicable to professional associations formed prior to January 1, 1984. In the event of dissolution of a stock-type professional association, the board of governors, as trustees of the property of such professional association, shall apply the assets first to the payment of debts of the association and, secondly, to the holders of the stock as provided in the certificate of formation. In the event of dissolution of a nonstock-type association, the assets shall be distributed, or sold, and the net proceeds distributed first to the payment of debts of the association and, secondly, to or among the members of the association, as the certificate of formation shall provide. (Acts 1961, No. 865, p. 1349, §13; §10-10-16; amended and renumbered by Act 2009-513, p. 967, §370.)...
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10A-2-2.02
Section 10A-2-2.02 Supplemental provisions required or permitted in articles of incorporation. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) In addition to the information required to be set forth in a certificate of formation by Section 10A-1-3.05, articles of incorporation of a corporation formed under this chapter must set forth: (1) The number of shares the corporation is authorized to issue; (2) The names and addresses of the individuals who are to serve as the initial directors; and (3) The purpose or purposes for which the corporation is organized, which may be stated to be or to include the transaction of any lawful business for which corporations may be incorporated under this chapter. (b) The articles of incorporation may set forth: (1) Provisions not inconsistent with law regarding: (i) Reservation to the shareholders of the right to adopt the initial bylaws of the corporation; (ii) Managing the...
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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-3-3.02
Section 10A-3-3.02 Supplemental provisions required in the certificate of formation (a) In addition to the information required by Section 10A-1-3.05 in a certificate of formation of a filing entity under this title, the certificate of formation of a nonprofit corporation formed under this chapter shall set forth: (1) If the nonprofit corporation is to have no members, a statement to that effect. (2) Any provisions, not inconsistent with law, which the incorporators elect to set forth in the certificate of formation for the regulation of the internal affairs of the nonprofit corporation, including any provision for distribution of assets on dissolution or final liquidation. (3) The number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors. (b) It shall not be necessary to set forth in the certificate of formation any of the entity powers enumerated in Section 10A-1-2.11 or set forth in this...
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10A-9A-2.02
Section 10A-9A-2.02 Amendment or restatement of certificate of formation. Notwithstanding Division B of Article 3 of Chapter 1: (a) A certificate of formation may be amended at any time. (b) A certificate of formation may be restated with or without amendment at any time. (c) To amend its certificate of formation, a limited partnership must deliver a certificate of amendment for filing to the Secretary of State which certificate of amendment shall state: (1) the name of the limited partnership; (2) the unique identifying number or other designation as assigned by the Secretary of State; and (3) the changes the amendment makes to the certificate of formation as most recently amended or restated. (d) Prior to a statement of dissolution being delivered to the Secretary of State for filing, a limited partnership shall promptly deliver a certificate of amendment for filing with the Secretary of State to reflect: (1) the admission of a new general partner; or (2) the dissociation of a person...
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4-3-41
Section 4-3-41 Authority and procedure for incorporation; reincorporation of existing airport authorities. (a) Pursuant to the provisions of this article, airport authorities may be organized as public corporations with the powers set forth in this article. To organize such a corporation, not less than three natural persons shall file with the governing body of any county or any municipality an application in writing for permission to incorporate a public corporation under the provisions of this article and shall attach to such application a proposed form of certificate of incorporation for such corporation. If each governing body with which the application is filed shall adopt a resolution (which need not be published or posted) approving the form of such certificate of incorporation and authorizing the formation of such a public corporation, then said applicants shall become the incorporators of and shall proceed to incorporate the authority as a public corporation in the manner...
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