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
27-31B-2
Section 27-31B-2 Definitions. As used in this chapter, the following terms shall have the following meanings, unless the context clearly indicates otherwise: (1) AFFILIATED COMPANY. Any company in the same corporate system as a parent, an industrial insured, or a member organization by virtue of common ownership, control, operation, or management. (2) ALIEN CAPTIVE INSURANCE COMPANY. Any insurance company formed to write insurance business for its parents and affiliates and licensed pursuant to the laws of an alien jurisdiction which imposes statutory or regulatory standards in a form acceptable to the commissioner on companies transacting the business of insurance in that jurisdiction. (3) ASSOCIATION. Any legal association of individuals, corporations, limited liability companies, partnerships, associations, or other entities whereby either of the following exists: a. The member organizations of which, or the association itself, whether or not in conjunction with some or all of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-31B-2.htm - 10K - Match Info - Similar pages
10A-2A-9.11
Section 10A-2A-9.11 Conversion. (a) An organization other than a corporation may convert to a corporation, and a corporation may convert to an organization other than a corporation pursuant to this article, and a plan of conversion, if: (1) the governing statute of the organization that is not a corporation authorizes the conversion; (2) the law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and (3) the converting organization and the converted organization each comply with the governing statute and organizational documents applicable to that organization in effecting the conversion. (b) A plan of conversion must be in writing and must include: (1) the name, type of organization, and mailing address of the principal office of the converting organization and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion; (2) the name, type of organization, and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.11.htm - 2K - Match Info - Similar pages
10A-9A-10.04
Section 10A-9A-10.04 Filings required for conversion; effective date. THIS SECTION WAS AMENDED BY ACT 2019-94 IN THE 2019 REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After a plan of conversion is approved: (1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), which statement of conversion must be signed in accordance with Section 10A-9A-2.03(a) and which must include: (A) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion; (B) the date of the filing of the certificate of formation of the converting organization, if any, and all prior amendments and the filing office or offices, if any,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.04.htm - 6K - Match Info - Similar pages
10A-8A-9.04
Section 10A-8A-9.04 Filings required for conversion; effective date. (a) After a plan of conversion is approved: (1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), which statement of conversion must be signed in accordance with Section 10A-8A-2.03 and which must include: (A) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion; (B) the date of the filing of the certificate of formation of the converting organization, if any, and all prior amendments and the filing office or offices, if any, where such is filed; (C) a statement that the converting organization has been converted into the converted organization; (D) the name and type of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.04.htm - 8K - Match Info - Similar pages
10A-2A-11.02
Section 10A-2A-11.02 Merger. (a) A corporation may merge with one or more other constituent organizations pursuant to this article, and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and (3) each of the other organizations complies with its governing statute in effecting the merger. (b) A plan of merger must be in writing and must include: (1) the name, type of organization, and mailing address of the principal office of each constituent organization, the jurisdiction of the governing statute of each constituent organization, and the respective unique identifying number or other designation as assigned by the Secretary of State, if any, of each constituent organization; (2) the name, type of organization, and mailing address of the principal office of the surviving organization, the unique identifying number or other...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.02.htm - 4K - Match Info - Similar pages
10A-9A-10.09
Section 10A-9A-10.09 Effect of merger. THIS SECTION WAS AMENDED BY ACT 2019-94 IN THE 2019 REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) When a merger becomes effective: (1) the surviving organization continues or, in the case of a surviving organization created pursuant to the merger, comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) except as provided in the plan of merger all property owned by, and every contract right possessed by, each constituent organization that ceases to exist vests in the surviving organization without transfer, reversion, or impairment and the title to any property and contract rights vested by deed or otherwise in the surviving organization shall not revert, be in any way impaired, or be deemed to be a transfer by reason of the merger; (4) all debts, obligations, and other liabilities of each constituent organization,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.09.htm - 5K - Match Info - Similar pages
10A-8A-9.09
Section 10A-8A-9.09 Effect of merger. (a) When a merger becomes effective: (1) the surviving organization continues or, in the case of a surviving organization created pursuant to the merger, comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) except as provided in the plan of merger, all property owned by, and every contract right possessed by, each constituent organization that ceases to exist vests in the surviving organization without transfer, reversion, or impairment and the title to any property and contract rights vested by deed or otherwise in the surviving organization shall not revert, be in any way impaired, or be deemed to be a transfer by reason of the merger; (4) all debts, obligations, and other liabilities of each constituent organization, other than the surviving organization, are debts, obligations, and other liabilities of the surviving organization, and neither the rights of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.09.htm - 4K - Match Info - Similar pages
37-11A-1
by the Governor, or upon its otherwise becoming a law, and when the State of Mississippi ratifies the compact. Article III. For purposes of this compact, the following terms shall have the following meanings: (1) Person means an individual, a corporation, a partnership, or any other entity. (2) Railroad means a common carrier by railroad as defined in Section 1(3) of Part I of the Interstate Commerce Act [codified as 49 U.S.C. ยง1(3)]. (3) Railroad properties and facilities mean any real or personal property or interest in property which is owned, leased, or otherwise controlled by a railroad or other person, including, without limitation, the authority, and which are used or are useful in rail transportation service, including, without limiting the generality of the foregoing: a. Track, roadbed, and related structures, including rail, ties, ballast, other track materials, grading, tunnels, bridges, trestles, culverts, elevated structures, stations, office buildings used for operating...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-11A-1.htm - 33K - Match Info - Similar pages
44-2-10
Interstate Commission may deem appropriate. The executive director shall serve as secretary to the Interstate Commission, but shall not be a member and shall hire and supervise such other staff as may be authorized by the Interstate Commission. Section C. Qualified immunity, defense and indemnification 1. The Commission's executive director and employees shall be immune from suit and liability, either personally or in their official capacity, for any claim for damage to or loss of property or personal injury or other civil liability caused or arising out of or relating to any actual or alleged act, error, or omission that occurred, or that such person had a reasonable basis for believing occurred within the scope of commission employment, duties, or responsibilities; provided, that any such person shall not be protected from suit or liability for any damage, loss, injury, or liability caused by the intentional or willful and wanton misconduct of any such person or caused by acts or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/44-2-10.htm - 39K - Match Info - Similar pages
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