10A-2-14.34
Section 10A-2-14.34 Election to purchase in lieu 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 REPEALED IN THE 2019 REGULAR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) In a proceeding under Section 10A-2-14.30(2) to dissolve a corporation that has no shares
listed on a national securities exchange or regularly traded in a market maintained by one
or more members of a national or affiliated securities association, the corporation may elect
or, if it fails to elect, one or more shareholders may elect to purchase all shares owned
by the petitioning shareholder at the fair value of the shares. An election pursuant to this
section shall be irrevocable unless the court determines that it is equitable to set aside
or modify the election. (b) An election to purchase pursuant to this section may be filed
with the court at any time within 90 days after the filing of the petition under Section 10A-2-14.30(2)
or at a later time as the court in its discretion may allow. If...
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10A-5-7.04
Section 10A-5-7.04 Survival of remedy after dissolution. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) A dissolved limited liability company continues
its existence but may not carry on any business except that necessary or appropriate to wind
up and liquidate its business and affairs. (b) Dissolution of a limited liability company
does not: (1) Transfer title to the limited liability company assets. (2) Terminate or suspend
a proceeding pending by or against the limited liability company on the effective date of
dissolution. (3) Terminate the authority of the registered agent of the limited liability
company. (Acts 1993, No. 93-724, p. 1425, §40; §10-12-40; amended and renumbered by Act
2009-513, p. 967, §236.)...
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10A-8-10.10
Section 10A-8-10.10 Professional registered limited liability partnership provisions. REPEALED
IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE
CURRENT CODE SUPPLEMENT. (Acts 1996, No. 96-528, p. 685, §1; §10-8A-1010; amended and renumbered
by Act 2009-513, p. 967, §268.)...
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10A-8-11.04
Section 10A-8-11.04 Taxation of registered limited liability partnership. REPEALED IN THE 2018
REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE
SUPPLEMENT. (Acts 1996, No. 96-528, p. 685, §1; §10-8A-1109; amended and renumbered by Act
2009-513, p. 967, §272.)...
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10A-8-4.03
Section 10A-8-4.03 Partner's rights and duties with respect to information. REPEALED IN THE
2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (Acts 1996, No. 96-528, p. 685, §1; §10-8A-403; amended and renumbered
by Act 2009-513, p. 967, §254.)...
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10A-2-14.01
Section 10A-2-14.01 Dissolution by incorporators or initial directors REPEALED IN THE 2019
REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE
SUPPLEMENT. A majority of the incorporators or initial directors of a corporation that has
not issued shares or has not commenced business may dissolve the corporation by delivering
for filing to the judge of probate articles of dissolution that set forth: (1) The name of
the corporation; (2) The date of its incorporation; (3) Either (i) that none of the corporation's
shares has been issued or (ii) that the corporation has not commenced business; (4) That no
debt of the corporation remains unpaid; (5) That the net assets of the corporation remaining
after winding up have been distributed to the shareholders, if shares were issued; and (6)
That a majority of the incorporators or initial directors authorized the dissolution. (Acts
1994, No. 94-245, p. 343, §1; §10-2B-14.01; amended and renumbered by Act...
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10A-2-14.02
Section 10A-2-14.02 Dissolution by board of directors and shareholders. 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's board of directors may propose dissolution for submission
to the shareholders. (b) For a proposal to dissolve to be adopted: (1) The board of directors
must recommend dissolution to the shareholders unless the board of directors determines that
because of conflict of interest or other special circumstances it should make no recommendation
and communicates the basis for its determination to the shareholders; and (2) The shareholders
entitled to vote must approve the proposal to dissolve as provided in subsection (e). (c)
Subject to the corporation's articles of incorporation, the board of directors may condition
its submission of the proposal for dissolution on any basis, except that the board of directors
may not decrease the vote required for approval under subsection (e)....
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10A-2-6.22
Section 10A-2-6.22 Liability of shareholders and subscribers. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A purchaser from a corporation of its own shares is not liable to the corporation or its
creditors with respect to the shares except to pay the consideration for which the shares
were authorized to be issued or specified in the subscription agreement. (b) Neither a subscriber
nor a shareholder of a corporation is personally liable for the acts or debts of the corporation.
(c) A corporation may have a lien on the shares of its shareholders for any debt or liability
incurred to it by the shareholders before notice or transfer of or levy on the shares, if
the right to a lien is provided for in the articles of incorporation and is recited conspicuously
on its certificates for shares of stock. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.22;
amended and renumbered by Act 2009-513, p. 967, §100.)...
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10A-5-7.05
Section 10A-5-7.05 Distribution of assets upon dissolution. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. Upon the winding up of a limited liability company,
the assets of the limited liability company shall be distributed in the following order of
priority: (1) To creditors, including members who are creditors to the extent allowed by Section
10A-5-3.01 or otherwise permitted by law, in order of priority as provided by law, except
those liabilities to members of the limited liability company for interim distributions or
on account of their contributions. (2) Except as otherwise provided in the governing documents,
to members of the limited liability company and former members for interim distributions and
in respect of their contributions. (3) Except as otherwise provided in the governing documents,
to members first for the return of their contributions and second with respect to their interests
in the limited liability company, in the proportions in...
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10A-8-10.05
Section 10A-8-10.05 Cancellation of a registered limited liability partnership. REPEALED IN
THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (Acts 1996, No. 96-528, p. 685, §1; §10-8A-1005; amended and renumbered
by Act 2009-513, p. 967, §268.)...
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