Code of Alabama

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45-37-244.02
Section 45-37-244.02 Jefferson County Entity Business License Tax. (a) This section shall apply
only to Jefferson County. (b) As used in this section, the following words and terms shall
have the meanings ascribed to them: (1) BUSINESS ACTIVITY. The carrying on or practice of
any business, vocation, occupation, work, calling, or profession for profit. (2) BUSINESS
ENTITY. A person engaged in one or more business activities, other than an individual. (3)
COUNTY. Jefferson County. (4) GOVERNING BODY. The Jefferson County Commission. (5) INDIVIDUAL.
A natural person other than a sole proprietor. (6) PERSON. Any corporation, partnership, company,
association, unincorporated organization, or other entity formed to engage in business activity.
The term includes an individual engaged in business activity as a sole proprietorship. (c)(1)
In addition to all state license taxes levied under Article 2, commencing with Section 40-12-40,
Chapter 12, Title 40, as amended, the governing body of the...
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11-47-216
Section 11-47-216 Certificate of incorporation of authorities - Form; execution and acknowledgment;
filing with probate judge; recordation by probate judge; amendment. (a) Within 40 days following
the adoption of the most recent authorizing resolution, the applicants shall proceed to incorporate
an authority by filing for record in the office of the judge of probate of the county in which
the principal office of the authority is to be located a certificate of incorporation which
shall comply in form and substance with the requirements of this article and which shall be
in the form and executed in the manner provided in this article and shall also be in the form
theretofore approved by the governing body of each authorizing subdivision. (b) The certificate
of incorporation of the authority shall be signed and acknowledged by the incorporators before
an officer authorized by the laws of the state to take acknowledgment to deeds. When the certificate
of incorporation is filed for...
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27-21A-2
Section 27-21A-2 Establishment of health maintenance organizations. (a) Notwithstanding any
law of this state to the contrary, any person may apply to the commissioner for and obtain
a certificate of authority to establish and operate a health maintenance organization in compliance
with this chapter. No person shall establish or operate a health maintenance organization
in this state without obtaining a certificate of authority under this chapter. A foreign corporation
may qualify under this chapter, subject to its registration to do business in this state as
a foreign corporation under the provisions of Sections 10-2A-220, et seq. (b) Health maintenance
organizations licensed as of May 29, 1986, shall be issued a certificate of authority in accordance
with Section 27-21A-29. (c) Each application for a certificate of authority shall be verified
by an officer or authorized representative of the applicant, shall be in a form prescribed
by the commissioner, and shall set forth or be...
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10A-2A-11.05
Section 10A-2A-11.05 Merger between parent and subsidiary or between subsidiaries. (a) A domestic
or foreign parent entity that owns stock of a corporation which carries at least 90 percent
of the voting power of each class and series of the outstanding stock of that subsidiary corporation
that has voting power may (i) merge that subsidiary corporation into itself (if it is a corporation,
foreign corporation, or eligible entity), (ii) merge that subsidiary corporation into another
corporation, foreign corporation, or eligible entity in which the parent entity owns at least
90 percent of the voting power of each class and series of the outstanding stock or eligible
interests which have voting power, or (iii) merge itself (if it is a corporation, foreign
corporation, or eligible entity) into that subsidiary corporation, in any case without the
approval of the board of directors or stockholders of that subsidiary corporation, unless
the certificate of incorporation or organizational...
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11-47-214
Section 11-47-214 Authorization by subdivisions of organization and incorporation of authorities
for acquisition, establishment, operation, etc., of projects generally; application for authority
to form corporation; review of application; publication of resolution approving or denying
application. (a) The governing bodies of two or more subdivisions may authorize the organization
of an authority as a public corporation with powers set forth in this article for the purpose
of acquiring, financing, refinancing, providing, establishing, installing, using, or managing
one or more projects. (b) To organize such a corporation, not less than three natural persons
shall file with the governing body of any subdivision or any two or more thereof, an application
in writing for permission to incorporate a public corporation under this article, which application
shall: (1) Recite the name of each county and municipality with the governing body of the
county or municipality with which the...
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22-21-172
Section 22-21-172 Incorporation - Authority. Any county and any one or more municipalities
located, in whole or in part, in such county are hereby together empowered and authorized
to cause to be organized and incorporated one or more public corporations for hospital purposes
with all the power and authority provided in Section 22-21-179. Such power and authority shall
be exercised by the governing body of the county and by the governing body or bodies of the
municipality or municipalities proposing to exercise such power and authority. The determination
of such governing body to exercise the power and authority granted in this section shall be
evidenced by a resolution which: (1) Shall declare the desirability of organizing and incorporating
a public corporation for hospital purposes under this article; (2) Shall approve the form
of the certificate of incorporation proposed to be used in organizing the corporation; (3)
Shall find and determine that it is wise, expedient, necessary or...
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45-49-90.02
preclude the granting of authority by the governing body for the incorporation of other public
corporations under this part; provided, that such other public corporations shall be required
to adopt a name or designation sufficient to distinguish them from any public corporation
theretofore incorporated by such county under this part. (b) If any municipality shall jointly
participate with the county in the development of an industrial park by providing funds or
the contribution of real or personal property or the provision of services, then the
application referenced in subsection (a) shall contain a resolution of the governing body
of each participating municipality, which shall be duly entered on the minutes of such governing
body, wherein it shall be found and determined that it is wise, expedient, necessary, or advisable
that such corporation be formed and that such persons filing the application shall be authorized
to proceed to form such corporation. (Act 88-626, p. 976, ยง 3.)...
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10A-1-7.01
Section 10A-1-7.01 Foreign entities required to register. (a)(1) For purposes of this Article
7, the terms register, registering, and registered include (i) a foreign entity other than
a foreign limited liability partnership delivering to the Secretary of State for filing an
application for registration and the Secretary of State filing the application for registration,
and (ii) a foreign limited liability partnership delivering to the Secretary of State for
filing a statement of foreign limited liability partnership and the Secretary of State filing
the statement of foreign limited liability partnership. (2) For purposes of this Article 7,
the term registration includes (i) a filed application for registration and (ii) a filed statement
of foreign limited liability partnership. (b) For purposes of this Article 7, the terms transact
business and transacting business shall include conducting a business, activity, not for profit
activity, and any other activity, whether or not for...
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10A-20-5.01
having the power to appoint or elect the trustees, and if the amendment is approved by the
Governor, he or she shall endorse his or her approval upon the resolution; and (4) It must
then be filed in the Office of the Secretary of State, and when so approved and filed, it
shall become a part of the original charter of the institution. (b) The amendment of the charter
provided for in this section may include a change of name, power to confer degrees and grant
diplomas, to hold real and personal property, to borrow money, mortgage or pledge property
of the corporation, to change the number of trustees and the manner of appointing or electing
the same; but if authorized to mortgage property and stock is owned in the institution, it
must be only upon the consent of the holders of three fourths in value of the capital stock
of the corporation, which must be expressed in writing and recorded as a deed or mortgage
and executed in the form required for deeds, mortgages, or other...
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10A-2A-10.08
Section 10A-2A-10.08 Amendment pursuant to reorganization. Notwithstanding Division B of Article
3 of Chapter 1: (a) A corporation's certificate of incorporation may be amended without action
by the board of directors or stockholders to carry out a plan of reorganization ordered or
decreed by a court of competent jurisdiction under the authority of a law of the United States
if the certificate of incorporation after the amendment only contains provisions required
or permitted by Section 10A-2A-2.02. (b) The individual or individuals designated by the court
shall deliver to the Secretary of State for filing a certificate of amendment setting forth:
(1) the name of the corporation; (2) the text of each amendment approved by the court; (3)
the date of the court's order or decree approving the certificate of amendment; (4) the title
of the reorganization proceeding in which the order or decree was entered; and (5) a statement
that the court had jurisdiction of the proceeding under federal...
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