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37-6-19
Section 37-6-19 Filing of articles. Articles of incorporation, amendment, consolidation, merger,
conversion or dissolution, as the case may be, when executed and acknowledged and accompanied
by such affidavits as may be required by applicable provisions of this chapter, shall be presented
to the Secretary of State for filing in the records of his office. If the Secretary of State
shall find that the articles presented conform to the requirements of this chapter, he shall,
upon the payment of the fees, file the articles so presented in the records of his office,
and, upon such filing, the incorporation, amendment, consolidation, merger, conversion or
dissolution provided for therein shall be in effect. The Secretary of State immediately upon
the filing in his office of any articles pursuant to this chapter shall transmit a certified
copy thereof to the probate judge of the county in which the principal office of each cooperative
or corporation affected by such incorporation, amendment,...
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4-3-22
Section 4-3-22 Procedure for dissolution of authority. At any time when no bonds of the authority
are outstanding, the authority may be dissolved upon the filing with the judge of probate
in the county in which is filed the certificate of incorporation of an application for dissolution,
which shall be subscribed by each of the members of the authority and sworn to by each member
before an officer authorized to take acknowledgments to deeds. Upon the filing of such application
for dissolution, the authority shall cease to exist. Said probate judge shall receive and
record the application for dissolution in an appropriate book of record in his office. Upon
dissolution, all rights, title and interests of the authority in property shall be vested
in the authorizing subdivisions pursuant to the provisions of the certificate of incorporation
or, in the absence of such provisions, shall be vested in the authorizing subdivisions, share
and share alike. (Acts 1963, No. 265, p. 696, §21.)...
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4-3-61
Section 4-3-61 Procedure for dissolution. At any time when no bonds of the authority are outstanding,
the authority may be dissolved upon the filing with the judge of probate in the county in
which is filed the certificate of incorporation of an application for dissolution, which shall
be subscribed by each of the members of the authority and sworn to by each member before an
officer authorized to take acknowledgments to deeds and shall have appended thereto a certified
copy of a resolution of the authorizing subdivision or authorizing subdivisions consenting
to such dissolution. Upon the filing of such application for dissolution, the authority shall
cease to exist. Said probate judge shall receive and record the application for dissolution
in an appropriate book of record in his office. Upon dissolution, all rights, title and interests
of the authority in property shall be vested in the authorizing subdivisions pursuant to the
provisions of the certificate of incorporation or, in the...
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45-37A-56.44
Section 45-37A-56.44 Dissolution of authority. At any time when no bonds of the authority are
outstanding, the authority may be dissolved upon the filing with the judge of probate, in
the county in which is filed the certificate of incorporation, of an application for dissolution,
which shall be subscribed by each of the members of the board and sworn to by each member
before an officer authorized to take acknowledgments to deeds. Upon the filing of such application
for dissolution, the authority shall cease to exist. The judge of probate shall receive and
record the application for dissolution in an appropriate book of record in his or her office.
Upon dissolution, all rights, title, and interest of the authority in property shall be vested
in the city. (Acts 1971, No. 2079, p. 3335, §25.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-37A-56.44.htm - 1K - Match Info - Similar pages
10A-5-9.01
Section 10A-5-9.01 Merger and consolidation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) Pursuant to any agreement, a domestic limited liability company
may merge or consolidate with or into one or more limited liability companies or other business
entities formed or organized under the laws of this state, any other state, the United States,
or any foreign jurisdiction, with the domestic limited liability company or the other business
entity being the surviving or resulting domestic limited liability company or other business
entity. Except as otherwise specifically provided for in the operating agreement, a merger
shall be approved by each domestic limited liability company which is to merge by all the
members at the time approval of the merger is voted on. (b) Notwithstanding prior approval,
an agreement of merger may be terminated prior to filing articles of merger with the Secretary
of State or amended pursuant to a provision for the...
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10A-2-14.04
Section 10A-2-14.04 Revocation of dissolution. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A corporation
may revoke its dissolution within 120 days of its effective date. (b) Revocation of dissolution
must be authorized in the same manner as the dissolution was authorized unless that authorization
permitted revocation by action of the board of directors alone, in which event the board of
directors may revoke without shareholder action. (c) After the revocation of dissolution is
authorized, the corporation may revoke the dissolution by delivering to the judge of probate
for filing articles of revocation of dissolution, together with a copy of its articles of
dissolution, that set forth: (1) The name of the corporation; (2) The effective date of the
dissolution that was revoked; (3) The date that the revocation of dissolution was authorized;
(4) If the corporation's board of directors (or incorporators)...
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10A-3-7.18
Section 10A-3-7.18 Survival of remedy after dissolution. The dissolution of a nonprofit corporation
either (1) by the filing of the articles of dissolution by the Secretary of State, or (2)
by an order of court when the court has not liquidated the assets and affairs of the corporation
as provided in this chapter, or (3) by operation of law, or (4) by expiration of its period
of duration, shall not take away or impair any remedy available to or against the nonprofit
corporation, its directors, officers, or members, for any right or claim existing, or any
liability incurred, prior to the dissolution if action or other proceeding thereon is commenced
within two years after the date of the dissolution. Any action or proceeding by or against
the nonprofit corporation may be prosecuted or defended by the nonprofit corporation in its
corporate name. The members, directors, and officers shall have power to take the corporate
or other action as shall be appropriate to protect the remedy,...
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10A-5-2.05
Section 10A-5-2.05 Pre-formation transactions. REPEALED IN THE 2014 REGULAR SESSION BY ACT
2014-144 EFFECTIVE JANUARY 1, 2017. A limited liability company may not transact business
or incur indebtedness, except that which is incidental to its organization or to obtaining
subscriptions for or payment of contributions, until the certificate of formation has been
filed. Persons engaged in prefiling activities other than those authorized by this section
shall be jointly and severally liable for any debts or liabilities incurred in the course
of those activities as provided in Section 10A-5-1.05. In no event shall the activities of
an organizer authorized under this chapter result in liability for such person under this
section. This section shall not be interpreted to invalidate any debts, contracts, or liabilities
of the limited liability company incurred on behalf of the limited liability company prior
to the filing of its certificate of formation. (Act 2009-513, p. 967, §222.)...
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10A-5A-11.13
Section 10A-5A-11.13 Other claims against dissolved series. Notwithstanding Sections 10A-1-9.01
and 10A-1-9.22: (a) A dissolved series may publish notice of its dissolution and request that
persons with claims against the dissolved series present them in accordance with the notice.
(b) The notice authorized by subsection (a) must: (1) be published at least one time in a
newspaper of general circulation in the county in which the limited liability company's principal
office is located or, if it has none in this state, in the county in which the limited liability
company's most recent registered office is located; (2) describe the information that must
be included in a claim and provide a mailing address to which the claim is to be sent; and
(3) state that if not sooner barred, a claim against the dissolved series will be barred unless
a proceeding to enforce the claim is commenced within two years after the publication of the
notice. (c) If a dissolved series publishes a newspaper...
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2-10-107
Section 2-10-107 Fees for filing articles of incorporation. For filing articles of incorporation,
an association organized under this article shall pay $5.00 to the probate judge in whose
office the same is filed. The Secretary of State for the use of the state shall be paid $5.00
for filing the certificate of incorporation forwarded by the probate judge as provided by
law. For filing an amendment to the articles an association shall pay $2.50. (Acts 1935, No.
220, p. 604; Code 1940, T. 2, §132.)...
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