10A-5A-2.04
Section 10A-5A-2.04 Execution of documents - Signing requirements. (a) A writing delivered
to the Secretary of State for filing pursuant to this chapter must be signed as provided by
this section. (1) A limited liability company's initial certificate of formation must be signed
by at least one organizer. (2) A writing signed on behalf of a limited liability company must
be signed by a person authorized by the limited liability company. (3) A writing filed on
behalf of a dissolved limited liability company that has no members must be signed by the
person winding up the limited liability company's activities and affairs under Section 10A-5A-7.03
or a person appointed or designated under Section 10A-5A-7.03 to wind up those activities
and affairs. (4) Any other writing must be signed by the person on whose behalf the writing
is delivered to the Secretary of State. (b) Any writing to be filed under this chapter may
be signed by an agent, including an attorney-in-fact. Powers of attorney...
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11-57-5
Section 11-57-5 Certificate of incorporation - Filing and recordation. The certificate of incorporation,
having attached thereto a certified copy of the resolution provided for in Section 11-57-3
and a certificate by the Secretary of State that the name proposed for the authority is not
identical with that of any other corporation in the state or so nearly similar thereto as
to lead to confusion and uncertainty, shall be filed in the office of the judge of probate
of any county in which any portion of the municipality is located, who shall forthwith receive
and record the same. When such certificate of incorporation and attached documents have been
so filed, the authority referred to therein shall come into existence and shall constitute
a public corporation and a political subdivision of the state under the name set forth in
such certificate of incorporation, whereupon the authority shall be vested with the rights
and powers granted in this chapter. (Acts 1961, No. 895, p. 1407, §5;...
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16-16-13
Section 16-16-13 Dissolution of authority. At any time when no bonds of the authority are outstanding,
the authority may be dissolved upon the filing with the Secretary of State of an application
for dissolution, which shall be subscribed by each of the members of the authority and sworn
to by each such member before an officer authorized to take acknowledgments to deeds. Upon
the filing of such application for dissolution, the authority shall cease to exist. The Secretary
of State shall file and record the application for dissolution in an appropriate book of record
in his office, and shall make and issue, under the Great Seal of the State, a certificate
that the authority is dissolved and shall record such certificate with the application for
dissolution. (Acts 1965, 1st Ex. Sess., No. 243, p. 331, §13.)...
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23-7-31
Section 23-7-31 Dissolution of bank. At any time when no bonds, other financial assistance,
or other obligations of the bank are outstanding, the bank may be dissolved upon the filing
with the Secretary of State of an application for dissolution, which shall be subscribed by
each of the directors of the bank and which shall be sworn to by each director before an officer
authorized to take acknowledgments to deeds. Upon the filing of the application for dissolution,
the bank shall cease and any property owned by it at the time of its dissolution shall pass
to the state. The Secretary of State shall file and record the application for dissolution,
in an appropriate book of record in his or her office, and shall make and issue, under the
Great Seal of the State, a certificate that the bank is dissolved and shall record the certificate
with the application for dissolution. (Act 2018-290, §2.)...
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41-10-284
Section 41-10-284 Dissolution of authority. At any time when the bonds and other obligations
of the authority have been paid in full, the authority may be dissolved upon the filing with
the Secretary of State of a written statement for dissolution, reciting payment in full of
all bonds and other obligations of the authority, which statement shall be subscribed by each
of the members of the authority and which shall be sworn to by each such member before an
officer authorized to take acknowledgments to deeds. Upon the filing of said written statement
for dissolution, the authority shall cease and any property owned by it at the time of its
dissolution shall pass to the state. The Secretary of State shall file and record the written
statement for dissolution in an appropriate book of record in his office, and shall make and
issue, under the Great Seal of the State, a certificate that the authority is dissolved, and
shall record the said certificate with the written statement for...
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45-49A-10.02
Section 45-49A-10.02 Filing of certificate. The certificates of incorporation with the documents
attached shall be filed with the Judge of Probate of Mobile County and with the Secretary
of State, who shall forthwith receive and record the same. When such certificate is so filed
the corporation referred to therein shall come into existence and shall constitute a public
body corporate and politic, vested with the rights and powers herein granted. (Act 82-312,
p. 420, §3.)...
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10A-1-7.14
Section 10A-1-7.14 Appeal from revocation. (a) A foreign entity may appeal the Secretary of
State's revocation of its registration to the Circuit Court of Montgomery County within 30
days after service of the certificate of revocation is perfected under Section 10A-1-7.13.
The foreign entity appeals by petitioning the court to set aside the revocation and attaching
to the petition copies of the Secretary of State's acknowledgment of its application for registration
or statement of foreign limited liability partnership, as applicable, and the Secretary of
State's certificate of revocation. (b) The court may summarily order the Secretary of State
to reinstate the registration, may order a trial de novo, or may take any other action the
court considers appropriate. (c) The court's final decision may be appealed as in other civil
proceedings. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.32; amended and renumbered by
Act 2009-513, p. 967, §61; Act 2018-125, §3.)...
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10A-2A-10.07
Section 10A-2A-10.07 Restated certificate of incorporation. Notwithstanding Division B of Article
3 of Chapter 1: (a) A corporation's board of directors may restate its certificate of incorporation
at any time, without stockholder approval, to consolidate all amendments into a single document.
(b) If the restated certificate of incorporation includes one or more new amendments that
require stockholder approval, the amendments shall be adopted and approved as provided in
Section 10A-2A-10.03. (c) A corporation that restates its certificate of incorporation shall
deliver to the Secretary of State for filing a certificate of restatement setting forth: (1)
the name of the corporation; (2) the text of the restated certificate of incorporation; (3)
a statement that the restated certificate of incorporation consolidates all amendments into
a single document; and (4) if a new amendment is included in the restated certificate of incorporation,
the statements required under Section 10A-2A-10.06...
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10A-2A-14.04
Section 10A-2A-14.04 Revocation of dissolution; reinstatement. (a) A corporation may revoke
its dissolution within 120 days after its effective date and be reinstated. (b) Revocation
of dissolution and reinstatement shall be authorized in the same manner as the dissolution
was authorized unless that authorization permitted revocation and reinstatement by action
of the board of directors alone, in which event the board of directors may revoke the dissolution
and effect the reinstatement without stockholder action. (c) After the revocation of dissolution
and reinstatement is authorized, the corporation may revoke the dissolution and effect the
reinstatement by delivering to the Secretary of State for filing a certificate of revocation
of dissolution and reinstatement, together with a copy of its certificate of dissolution,
that sets forth: (1) the name of the corporation; (2) the effective date of the dissolution
that was revoked; (3) the date that the revocation of dissolution and...
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16-60-302
Section 16-60-302 Certificate of incorporation. (a) When the application has been made, filed,
and recorded as provided in this article, the applicants shall constitute a corporation under
the name of the Community Outreach Partnership Center at Jefferson State Community College.
(b) The Secretary of State shall make and issue to the applicants a certificate of incorporation,
under the Great Seal of the State, and shall record the certificate with the application.
(c) No fees shall be paid to the Secretary of State for any work in connection with the incorporation
of the corporation, which is hereinafter sometimes referred to as "the center."
(Act 2001-501, p. 880, §3.)...
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