10A-2-14.05
Section 10A-2-14.05 Effect 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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2) Disposing of its properties that will not be distributed in kind to its shareholders; (3) Discharging or making provision for discharging its liabilities; (4) Distributing its remaining property among its shareholders according to their interests; and (5) Doing every other act necessary to wind up and liquidate its business and affairs. (b) Dissolution of a corporation does not: (1) Alter the limited liability status of its subscribers and shareholders under Section 10A-2-6.22, except as provided in Section 10A-1-9.22(d)(2) with respect to assets distributed to a shareholder in liquidation; (2) Transfer title to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-14.05.htm - 2K - Match Info - Similar pages
10A-2-13.21
Section 10A-2-13.21 Notice of intent to demand payment. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If proposed corporate action creating dissenters' rights under Section 10A-2-13.02 is submitted to a vote at a shareholder's meeting, a shareholder who wishes to assert dissenters' rights (1) must deliver to the corporation before the vote is taken written notice of his or her intent to demand payment or his or her shares if the proposed action is effectuated; and (2) must not vote his or her shares in favor of the proposed action. (b) A shareholder who does not satisfy the requirements of subsection (a) is not entitled to payment for his or her shares under this article. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.21; amended and renumbered by Act 2009-513, p. 967, §141.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.21.htm - 1K - Match Info - Similar pages
10A-2-13.23
Section 10A-2-13.23 Duty to demand payment. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A shareholder sent a dissenters' notice described in Section 10A-2-13.22 must demand payment in accordance with the terms of the dissenters' notice. (b) The shareholder who demands payment retains all other rights of a shareholder until those rights are canceled or modified by the taking of the proposed corporate action. (c) A shareholder who does not demand payment by the date set in the dissenters' notice is not entitled to payment for his or her shares under this article. (d) A shareholder who demands payment under subsection (a) may not thereafter withdraw that demand and accept the terms offered under the proposed corporate action unless the corporation shall consent thereto. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.23; amended and renumbered by Act 2009-513, p. 967, §141.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.23.htm - 1K - Match Info - Similar pages
10A-2-13.25
Section 10A-2-13.25 Offer of payment. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) As soon as the proposed corporate action is taken, or upon receipt of a payment demand, the corporation shall offer to pay each dissenter who complied with Section 10A-2-13.23 the amount the corporation estimates to be the fair value of his or her shares, plus accrued interest. (b) The offer of payment must be accompanied by: (1) The corporation's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of the offer, an income statement for that year, and the latest available interim financial statements, if any; (2) A statement of the corporation's estimate of the fair value of the shares; (3) An explanation of how the interest was calculated; (4) A statement of the dissenter's right to demand payment under Section 10A-2-13.28; and (5) A copy of this article. (c) Each dissenter who agrees...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.25.htm - 1K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-1.40.htm - 4K - Match Info - Similar pages
10A-2-11.07
Section 10A-2-11.07 Merger or share exchange with foreign corporation. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Subject to the limitations of the Constitution of Alabama of 1901, as the same may be amended from time to time, one or more foreign corporations may merge or enter into a share exchange with one or more domestic corporations if: (1) In a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger; (2) In a share exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated; (3) The foreign corporation complies with Section 10A-2-11.05 if it is the surviving corporation of the merger or acquiring...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-11.07.htm - 2K - Match Info - Similar pages
10A-2-15.42
Section 10A-2-15.42 Filing of verified statement with Commissioner of Revenue by foreign corporation prior to acting as fiduciary. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Prior to the time when any foreign corporation acts pursuant to the authority of this article in any fiduciary capacity or capacities in this state, the foreign corporation shall file with the Commissioner of Revenue of this state a verified statement which shall state: (1) The correct corporate name of the foreign corporation; (2) The name of the state under the laws of which it is incorporated or if the foreign corporation is a national banking association or other corporation organized under the laws of the United States shall state that fact; (3) The address of its principal business office; (4) In what fiduciary capacity, or capacities, it desires to act in the State of Alabama; (5) That it is authorized to act in a similar...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-15.42.htm - 2K - Match Info - Similar pages
10A-2-15.43
Section 10A-2-15.43 Foreign corporation acting as fiduciary not deemed doing business in this state. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A foreign corporation, insofar as it acts in a fiduciary capacity in this state pursuant to the provisions of this division, shall not be deemed to be transacting business in this state, but no foreign corporation acting in a fiduciary capacity in this state pursuant to the provisions of this division without qualifying to do business in this state pursuant to this article or other applicable provisions of law shall establish or maintain in this state a place of business, branch office, or agency for the conduct of business as a fiduciary. Nothing contained in this division shall diminish the authority of out-of-state banks and trust companies to establish or acquire and maintain trust offices or representative trust offices, or both, under the provisions of Chapter...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-15.43.htm - 1K - Match Info - Similar pages
10A-2-11.06
Section 10A-2-11.06 Effect of merger or share exchange. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) When a merger takes effect: (1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases; (2) The surviving corporation thereupon and thereafter possesses all the rights, immunities, and franchises, of a public as well as of a private nature, of every corporation party to the merger; and all property, real, personal and mixed, and all debts due each of the corporations so merged, are taken and deemed to be transferred and vested in the surviving corporation without further act or deed; and title to any real estate, or an interest therein, vested in any of the corporations shall not revert nor in any way be impaired by reason of the merger; (3) The surviving corporation shall be responsible and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-11.06.htm - 2K - Match Info - Similar pages
27-60-2
Section 27-60-2 Interstate Insurance Product Regulation Compact. The State of Alabama hereby agrees to the following interstate compact known as the Interstate Insurance Product Regulation Compact: ARTICLE I. PURPOSES. The purposes of this compact are, through means of joint and cooperative action among the compacting states: 1. To promote and protect the interest of consumers of individual and group annuity, life insurance, disability income, and long-term care insurance products; 2. To develop uniform standards for insurance products covered under the compact; 3. To establish a central clearinghouse to receive and provide prompt review of insurance products covered under the compact and, in certain cases, advertisements related thereto, submitted by insurers authorized to do business in one or more compacting states; 4. To give appropriate regulatory approval to those product filings and advertisements satisfying the applicable uniform standard; 5. To improve coordination of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-60-2.htm - 45K - Match Info - Similar pages
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