10A-2-8.50
Section 10A-2-8.50 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. In this division: (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. (2) "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if his or her duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.50.htm - 2K - Match Info - Similar pages
10A-2-1.01
Section 10A-2-1.01 Short title and applicability. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) This chapter and Chapter 1, to the extent applicable to business corporations, shall be known and may be cited as the "Alabama Business Corporation Law." (b) This chapter applies to a domestic business corporation formed and existing under this title and to a foreign business corporation that is transacting business in this state, regardless of whether the foreign corporation is registered to transact business in this state. Without in any way limiting the generality of any provision of this chapter or of any provision of Chapter 1, this chapter and the provisions of Chapter 1 to the extent applicable to business corporations shall apply to banks, trust companies, savings and loan associations, insurance companies, public utilities, and railroad companies, except to the extent, if any, that any provision of this...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-1.01.htm - 1K - Match Info - Similar pages
10A-2-1.41
Section 10A-2-1.41 Notice. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Notice under this chapter must be in writing when written notice is required under this title or this chapter or by the corporation's articles of incorporation or bylaws, and in other cases unless oral notice is reasonable under the circumstances. (b) Except to the extent limited in the articles of incorporation or bylaws, notice may be communicated in person; by telephone, telegraph, teletype, telecopier, facsimile transmission, E-mail, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communication. (c) Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-1.41.htm - 2K - Match Info - Similar pages
10A-2-16.04
Section 10A-2-16.04 Court-ordered inspection. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If a domestic corporation or a foreign corporation with its principal office within this state does not allow a shareholder who complies with Section 10A-2-16.02(a) to inspect and copy any records required by that subsection to be available for inspection, the circuit court of the county where the corporation's principal office, or, if none in this state, its registered office, is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder. (b) If a domestic corporation or a foreign corporation with its principal office within this state does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with Section 10A-2-16.02(b) and (c) may apply to the circuit court in the county...
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10A-5-6.04
Section 10A-5-6.04 Death or incompetency of member. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the governing documents: (1) If a member who is an individual dies or if a court of competent jurisdiction adjudges a member to be incompetent to manage the member's person or property, the member's personal representative, conservator, legal representative, heirs, or legatees may exercise all the member's financial rights for the purpose of settling the member's estate or administering the member's property, including any power the member had to transfer the membership interest. (2) If a member is a corporation, limited liability company, trust, general partnership, limited partnership, registered limited liability partnership, custodianship, or other entity and is dissolved or terminated, the financial rights of that member may be exercised by the legal representative or successor of that member. (b) The personal...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-6.04.htm - 2K - Match Info - Similar pages
10A-5-1.02
Section 10A-5-1.02 Definitions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. As used in this chapter, unless the context otherwise requires, the following terms mean: (1) ARTICLES OF ORGANIZATION. The filing instrument provided for by Section 10A-5-2.01, or, if it has been amended or restated, as most recently amended or restated. In the case of a foreign limited liability company, the term includes all documents serving a similar function that are required to be filed to form the limited liability company in the state or other jurisdiction where it is organized. The term articles of organization as used in this chapter is synonymous with the term certificate of formation as defined in Section 10A-1-1.03(6). In this chapter, the use of the term certificate of formation shall be deemed to include articles of organization, and vice-versa. Together with the operating agreement, the articles of organization or certificate of formation of a limited...
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34-1-2
Section 34-1-2 Definitions. THIS SECTION WAS AMENDED BY ACT 2018-106 IN THE 2018 REGULAR SESSION, EFFECTIVE MAY 1, 2018. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. For purposes of this chapter, the following words and phrases shall have the meanings respectively ascribed in this section: (1) AICPA. The American Institute of Certified Public Accountants. (2) ATTEST. Providing the following services: a. Any audit or other engagement to be performed in accordance with the Statements on Auditing Standards (SAS). b. Any review of a financial statement to be performed in accordance with the Statements on Standards for Accounting and Review Services (SSARS). c. Any engagement to be performed in accordance with the Statements on Standards for Attestation Engagements (SSAE). d. Any engagement to be performed in accordance with the auditing standards of the Public Company Accounting Oversight Board (PCAOB). e. The statements on standards specified in this definition shall be adopted by...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/34-1-2.htm - 4K - Match Info - Similar pages
10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter 2A. If the governing documents provide for approval of a conversion by less than all of a corporation's stockholders, approval of the conversion shall constitute corporate action subject to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to a general or limited partnership may be effected without the consent in writing of each stockholder who will have personal liability with respect to the converted entity, notwithstanding any provision in the governing documents of the converting corporation providing for less than unanimous stockholder approval for the conversion. b. The...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.01.htm - 18K - Match Info - Similar pages
10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other entity or entities are the same or another form of entity, may be accomplished as provided in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit corporation, that is a party to a merger, a plan of merger must be approved in accordance with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the governing documents of the corporation provide for approval of a merger by less than all of the corporation's stockholders, approval of the merger shall constitute corporate action subject to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation into a general or limited partnership may be effected without the consent in writing of each stockholder who will have personal liability with respect to the surviving entity, notwithstanding any provision in the governing documents of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.02.htm - 17K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.40.htm - 13K - Match Info - Similar pages
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