Code of Alabama

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10A-1-9.22
Section 10A-1-9.22 Unknown claims against dissolved domestic entity. (a) A dissolved domestic
entity may publish notice of its dissolution and request that persons with claims against
the dissolved domestic entity 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 dissolved domestic entity's principal office is located, or, if
it has none in this state, in the county in which the dissolved domestic entity's registered
office, is or was last 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 domestic entity 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 domestic entity publishes a newspaper notice in...
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10A-2-14.34
Section 10A-2-14.34 Election to purchase in lieu 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 REPEALED IN THE 2019 REGULAR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) In a proceeding under Section 10A-2-14.30(2) to dissolve a corporation that has no shares
listed on a national securities exchange or regularly traded in a market maintained by one
or more members of a national or affiliated securities association, the corporation may elect
or, if it fails to elect, one or more shareholders may elect to purchase all shares owned
by the petitioning shareholder at the fair value of the shares. An election pursuant to this
section shall be irrevocable unless the court determines that it is equitable to set aside
or modify the election. (b) An election to purchase pursuant to this section may be filed
with the court at any time within 90 days after the filing of the petition under Section 10A-2-14.30(2)
or at a later time as the court in its discretion may allow. If...
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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...
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8-20-4
Section 8-20-4 Unfair and deceptive trade practices. Notwithstanding the terms, provisions,
or conditions of any dealer agreement or franchise or the terms or provisions of any waiver,
prior to the termination, cancellation, or nonrenewal of any dealer agreement or franchise,
the following acts or conduct shall constitute unfair and deceptive trade practices: (1) For
any manufacturer, factory branch, factory representative, distributor, or wholesaler, distributor
branch, or distributor representative to coerce or attempt to coerce any motor vehicle dealer
to do any of the following: a. To accept, buy, or order any motor vehicle or vehicles, appliances,
equipment, parts, or accessories therefor, or any other commodity or commodities or service
or services which such motor vehicle dealer has not voluntarily ordered or requested except
items required by applicable local, state, or federal law; or to require a motor vehicle dealer
to accept, buy, order, or purchase such items in order to...
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10A-5A-11.10
Section 10A-5A-11.10 Effect of dissolution of series. Notwithstanding Section 10A-1-9.12: (a)
A dissolved series continues its existence as a series but may not carry on any activities
and affairs except as is appropriate to wind up and liquidate its activities and affairs,
including: (1) collecting the assets of the series; (2) disposing of the properties of the
series that will not be distributed in kind to persons owning transferable interests; (3)
discharging or making provisions for discharging the liabilities of the series; (4) distributing
the remaining property of the series in accordance with Section 10A-5A-11.14; and (5) doing
every other act necessary to wind up and liquidate the series' activities and affairs. (b)
In winding up a series' activities and affairs, a series may: (1) preserve the series' activities
and affairs and property as a going concern for a reasonable time; (2) prosecute, defend,
or settle actions or proceedings whether civil, criminal, or administrative;...
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10A-2A-14.04
Section 10A-2A-14.04 Revocation of dissolution; reinstatement. (a) A corporation may revoke
its dissolution within 120 days after its effective date and be reinstated. (b) Revocation
of dissolution and reinstatement shall be authorized in the same manner as the dissolution
was authorized unless that authorization permitted revocation and reinstatement by action
of the board of directors alone, in which event the board of directors may revoke the dissolution
and effect the reinstatement without stockholder action. (c) After the revocation of dissolution
and reinstatement is authorized, the corporation may revoke the dissolution and effect the
reinstatement by delivering to the Secretary of State for filing a certificate of revocation
of dissolution and reinstatement, together with a copy of its certificate of dissolution,
that sets 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 and...
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10A-5A-11.06
Section 10A-5A-11.06 Event causing dissociation of a member associated with a series. A person
is dissociated as a member associated with a series when any of the following occurs: (a)
the series has notice of the person's express will to dissociate from the series, except if
the person specifies a dissociation date later than the date the series had notice, then the
person is dissociated from the series on that later date; (b) an event stated in the limited
liability company agreement as causing the person's dissociation from the series occurs; (c)
the person is dissociated as a member of the limited liability company pursuant to Section
10A-5A-6.02; (d) the person is expelled as a member associated with that series pursuant to
the limited liability company agreement; (e) the person is expelled as a member associated
with the series by the unanimous consent of the other members associated with that series
if: (1) it is unlawful to carry on the series' activities and affairs with the...
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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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5-17-21
Section 5-17-21 Voluntary dissolution. (a) Unless otherwise provided in the bylaws of the credit
union, the membership of the credit union may elect to dissolve the credit union upon an affirmative
vote of two thirds of the members of the credit union who participate in the vote. (b) The
vote to voluntarily dissolve a credit union shall be taken at a meeting held for that purpose.
Voting by mail ballot shall be permitted. Notice of the meeting must state that the purpose
of the meeting is to vote on the voluntary dissolution of the credit union and must be mailed
to the last known address of each member of the credit union at least 30 calendar days prior
to the date of the meeting. The notice, at a minimum, shall also contain all of the following
information: (1) A general description of the implications of the dissolution process on the
deposit shares of members. (2) A general description of the implications of the dissolution
process on members who have borrowings with the credit...
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22-21A-9
Section 22-21A-9 Withdrawal; dissolution. Any member state may withdraw from this compact by
adopting a law to that effect, but no such withdrawal shall take effect until six months after
the governor of the withdrawing member state has given notice of the withdrawal to the other
member states. A withdrawing state shall be liable for any obligations that it may have incurred
prior to the date on which its withdrawal becomes effective. This compact shall be dissolved
upon the withdrawal of all but one of the member states. (Act 2013-420, p. 1672, ยง9.)...

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