10A-2-14.33
Section 10A-2-14.33 Decree 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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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) If after a hearing
the court determines that one or more grounds for judicial dissolution described in Section
10A-2-14.30 exist, it may enter a decree dissolving the corporation and specifying the effective
date of the dissolution, and the clerk of the court shall deliver a certified copy of the
decree to the judge of probate, who shall file it. (b) After entering the decree of dissolution,
the court shall direct the winding up and liquidation of the corporation's business and affairs
in accordance with Section 10A-2-14.05 and the notification of claimants in accordance with
Sections 10A-1-9.21 and 10A-1-9.22. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.33; amended
and renumbered by Act 2009-513, p. 967, §149.)...
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10A-2-16.03
Section 10A-2-16.03 Scope of inspection right. REPEALED IN THE 2019 REGULAR SESSION BY ACT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's
agent or attorney has the same inspection and copying rights as the shareholder he or she
represents. (b) The right to copy records under Section 10A-2-16.02 includes, if reasonable,
the right to receive copies made by photographic, xerographic, or other means. (c) The corporation
may impose a reasonable charge, covering the costs of labor and material, for copies of any
documents provided to the shareholder. The charge may not exceed the estimated cost of reproduction
of the records. (d) The corporation may comply with a shareholder's demand to inspect the
record of shareholders under Section 10A-2-16.02(b) by providing him or her with a list of
its shareholders that was compiled no earlier than the date of the shareholder's demand. (Acts
1994, No. 94-245, p. 343, §1; §10-2B-16.03; amended and...
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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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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-2-16.21
Section 10A-2-16.21 Other reports to shareholders. REPEALED IN THE 2019 REGULAR SESSION BY
ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. If a corporation
indemnifies or advances expenses to a director under Section 10A-2-8.51, 10A-2-8.53, or 10A-2-8.54,
or under Article 6 of Chapter 1, or under any other provision of this title, in connection
with a proceeding by or in the right of the corporation, the corporation shall report the
indemnification or advance in writing to the shareholders with or before the notice of the
next shareholders' meeting. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-16.21; amended and
renumbered by Act 2009-513, p. 967, §163.)...
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10A-2-16.22
Section 10A-2-16.22 Annual report for Secretary of State. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
Each domestic corporation, and each foreign corporation authorized to transact business in
this state, shall deliver to the Secretary of State for filing an annual report that sets
forth: (1) The name of the corporation and the state or other jurisdiction under whose law
it is incorporated; (2) The address of its registered office and the name of its registered
agent at that office in this state; (3) The address of its principal office including, in
the case of a foreign corporation, the address of its principal office in the state or other
jurisdiction under whose law it is incorporated; (4) The names and respective addresses of
its president and secretary; and (5) A brief statement of the character of business in which
it is actually engaged in this state. (b) Information in the annual report must be...
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10A-2-17.02
Section 10A-2-17.02 Application to qualified foreign corporations. 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 authorized to transact business in this state on the effective date
of this title is subject to this chapter but is not required to renew its registration to
transact business hereunder. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-17.02; amended and
renumbered by Act 2009-513, p. 967, §165.)...
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10A-2-2.04
Section 10A-2-2.04 Liability for preincorporation transactions. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Any person purporting to act as or on behalf of a corporation, knowing there was no incorporation
under this chapter, is liable for all liabilities created by so acting. (Acts 1994, No. 94-245,
p. 343, §1; §10-2B-2.04; amended and renumbered by Act 2009-513, p. 967, §89.)...
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10A-2-2.05
Section 10A-2-2.05 Organization of corporation. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After incorporation
the initial directors shall hold an organizational meeting, at the call of a majority of the
directors, to complete the organization of the corporation by appointing officers, adopting
bylaws, unless the power to adopt initial bylaws has been reserved to the shareholders in
the articles of incorporation, and carrying on any other business brought before the meeting.
(b) An organization meeting may be held in or out of this state. (Acts 1994, No. 94-245, p.
343, §1; §10-2B-2.05; amended and renumbered by Act 2009-513, p. 967, §89.)...
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10A-2-6.03
Section 10A-2-6.03 Issued and outstanding shares. 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 issue the number of shares of each class or series authorized by the articles of incorporation.
Shares that are issued are outstanding shares until they are reacquired, redeemed, converted,
or canceled. (b) The reacquisition, redemption, or conversion of outstanding shares is subject
to the limitations of subsection (c) of this section and to Section 10A-2-6.40. (c) At all
times that shares of the corporation are outstanding, one or more shares that together have
unlimited voting rights and one or more shares that together are entitled to receive the net
assets of the corporation upon dissolution must be outstanding. (Acts 1994, No. 94-245, p.
343, §1; §10-2B-6.03; amended and renumbered by Act 2009-513, p. 967, §98.)...
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10A-2-6.21
Section 10A-2-6.21 Issuance of shares. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The powers granted
in this section to the board of directors may be reserved to the shareholders by the articles
of incorporation. (b) The board of directors may authorize shares to be issued for consideration
consisting of money, labor done or property actually received. (c) Before the corporation
issues shares, the board of directors must determine that the consideration received or to
be received before issuance for shares to be issued is adequate. That determination by the
board of directors is conclusive insofar as the adequacy of consideration for the issuance
of shares relates to whether the shares are validly issued, fully paid, and nonassessable.
(d) When the corporation receives the consideration for which the board of directors authorized
the issuance of shares, the shares issued therefor are fully paid, and...
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