10A-2-14.20
Section 10A-2-14.20 Grounds for administrative dissolution. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. The
Secretary of State may commence a proceeding under Section 10A-2-14.21 to administratively
dissolve a corporation if: (1) The corporation does not pay within six months after they are
due any franchise taxes or penalties imposed by this chapter or other law; (2) The corporation
does not deliver its annual report to the Secretary of State within six months after it is
due; (3) The corporation is without a registered agent or registered office in this state
for 60 days or more; (4) The corporation does not notify the Secretary of State within 60
days that its registered agent or registered office has been changed, that its registered
agent has resigned, or that its registered office has been discontinued; or (5) The corporation's
period of duration stated in its articles of incorporation expires. (Acts...
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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 REPEALED IN THE 2019 REGULAR SESSION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 REPEALED IN THE 2019 REGULAR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-2-2.07
Section 10A-2-2.07 Emergency bylaws. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Unless the articles of incorporation
provide otherwise, the board of directors of a corporation may adopt bylaws to be effective
only in an emergency defined in subsection (d). The emergency bylaws, which are subject to
amendment or repeal by the shareholders, may make all provisions necessary for managing the
corporation during the emergency, including: (1) Procedures for calling a meeting of the board
of directors; (2) Quorum requirements for the meeting; and (3) Designation of additional or
substitute directors. (b) All provisions of the regular bylaws consistent with the emergency
bylaws remain effective during the emergency. The emergency bylaws are not effective after
the emergency ends. (c) Corporate action taken in good faith in accordance with emergency
bylaws: (1) Binds the corporation; and (2) May not be used to...
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10A-2-6.04
Section 10A-2-6.04 Fractional 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: (1) Issue
fractions of a share or pay in money the value of fractions of a share; (2) Arrange for disposition
of fractional shares by the shareholders; (3) Issue scrip in registered or bearer form entitling
the holder to receive a full share upon surrendering enough scrip to equal a full share. (b)
Each certificate representing scrip must be conspicuously labeled "scrip" and must
contain the information required by Section 10A-1-3.42(c). (c) The holder of a fractional
share is entitled to exercise the rights of a shareholder, including the right to vote, to
receive dividends, and to participate in the assets of the corporation upon liquidation. The
holder of scrip is not entitled to any of these rights unless the scrip provides for them.
(d) The board of directors may authorize the issuance of scrip...
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10A-2-6.27
Section 10A-2-6.27 Restriction on transfer of shares and other securities. REPEALED IN THE
2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) The articles of incorporation, bylaws, an agreement among shareholders,
or an agreement between shareholders and the corporation may impose restrictions on the transfer
or registration of transfer of shares of corporation. A restriction does not affect shares
issued before the restriction was adopted unless the holders of the shares are parties to
the restriction agreement or voted in favor of the restriction. (b) A restriction on the transfer
or registration of transfer of shares is valid and enforceable against the holder or a transferee
of the holder including an executor, administrator, trustee, guardian, conservator or other
fiduciary entrusted with like responsibility for the person or estate of the holder, provided
the restriction is authorized by this section and, as provided by...
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10A-2-7.03
Section 10A-2-7.03 Court-ordered meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The circuit court
of the county where a corporation's principal office, or, if none in this state, its registered
office, is located may summarily order a meeting to be held: (1) On application of any shareholder
of the corporation entitled to participate in an annual meeting if an annual meeting was not
held within the earlier of 12 months after the end of the fiscal year or 15 months after its
last annual meeting; or (2) On application of a shareholder who signed a demand for a special
meeting valid under Section 10A-2-7.02, if: (i) Notice of the special meeting was not given
within 30 days after the date the demand was delivered to the corporation's president or secretary;
or (ii) The special meeting was not held in accordance with the notice. (b) The court may
fix the time and place of the meeting, determine the...
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10A-2-7.23
Section 10A-2-7.23 Shares held by nominees. 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
establish a procedure by which the beneficial owner of shares that are registered in the name
of a nominee is recognized by the corporation as the shareholder. The extent of this recognition
may be determined in the procedure. (b) The procedure may set forth: (1) The types of nominees
to which it applies; (2) The rights or privileges that the corporation recognizes in a beneficial
owner; (3) The manner in which the procedure is selected by the nominee; (4) The information
that must be provided when the procedure is selected; (5) The period for which selection of
the procedure is effective; and (6) Other aspects of the rights and duties created. (Acts
1994, No. 94-245, p. 343, §1; §10-2B-7.23; amended and renumbered by Act 2009-513, p. 967,
§110.)...
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10A-2-8.51
Section 10A-2-8.51 Authority to indemnify. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Except as provided
in subsection (d), a corporation may indemnify an individual made a party to a proceeding
because he or she is or was a director against liability incurred in the proceeding if: (1)
The individual conducted himself or herself in good faith; and (2) The individual reasonably
believed: (i) In the case of conduct in his or her official capacity with the corporation,
that the conduct was in its best interests; and (ii) In all other cases, that the conduct
was at least not opposed to its best interests; and (3) In the case of any criminal proceeding,
the individual had no reasonable cause to believe his or her conduct was unlawful. (b) A director's
conduct with respect to an employee benefit plan for a purpose he or she reasonably believed
to be in the interests of the participants in and beneficiaries of...
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10A-2-8.57
Section 10A-2-8.57 Insurance. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation may purchase and
maintain insurance, or furnish similar protection, including but not limited to trust funds,
self-insurance reserves, or the like, on behalf of an individual who is or was a director,
officer, employee, or agent of the corporation, or who, while a director, officer, employee,
or agent of the corporation, is or was serving at the request of the corporation 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, against liability
asserted against or incurred by him or her in that capacity or arising from his or her status
as a director, officer, employee, or agent, whether or not the corporation would have power
to indemnify him or her against the same liability under Section...
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