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10A-20-9.01
Section 10A-20-9.01 Incorporation. Ten or more persons desiring to associate themselves
together for nonprofit purposes in the sense of not paying interest or dividends on stock,
but for mutual benefit through the application of cooperation, single-tax, or other economic
principles, may become a body corporate in the manner following: (1) The persons proposing
to form the corporation shall deliver to the Secretary of State for filing a declaration in
writing, setting out the name of the proposed corporation, the names of the charter members,
and the purposes of the corporation, which declaration shall constitute its corporate charter,
together with a filing fee in the amount prescribed by Chapter 1 for filing a certificate
of formation. (2) Upon the filing of such declaration, the corporation's existence begins,
which shall be perpetual, subject to revocation at any time by the Legislature. (Code 1907,
§3573; Code 1923, §7046; Code 1940, T. 10, §168; Acts 1966, Ex. Sess., No. 445,...
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10A-5-5.02
Section 10A-5-5.02 Liability for contributions. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in the certificate of formation,
a member is obligated to the limited liability company to perform any promise to pay cash
or convey property or to render services, even if the member is unable to perform because
of death, disability, or any other reason. A member who does not perform such a promise is
obligated at the option of the limited liability company to pay cash equal to the amount or
value of the portion of the contribution that has not been paid, conveyed, or rendered. (b)
The operating agreement may provide that the interest of any member who fails to make any
contribution that the member is obligated to make, or who fails to pay any agreed assessment
that the member is obligated to make, shall be subject to a reasonable penalty for such failure.
The penalty may take the form of reducing the defaulting member's proportionate...
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10A-8A-2.03
Section 10A-8A-2.03 Execution, filing, and recording of statements. (a) A statement
may be delivered to the Secretary of State for filing. A certified copy of a statement of
authority that was filed by the Secretary of State may be delivered to a judge of probate
for filing in accordance with Section 10A-8A-3.03(f) and (g). A certified copy of a
statement that is filed in an office in another jurisdiction may be delivered to the Secretary
of State for filing, and once filed by the Secretary of State, in the case of a statement
of authority which is intended to have a similar effect to that of a statement of authority
under Section 10A-8A-3.03(f) or (g), may be delivered to the judge of probate for filing
in accordance with Section 10A-8A-3.03(f) or (g). Either filing has the effect provided
in this chapter with respect to partnership property located in or transactions that occur
in this state. (b) A certified copy of statement of authority filed in the office of the Secretary
of State...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-2.03.htm - 3K - Match Info - Similar pages
37-7-21
Section 37-7-21 Amendment of certificate of incorporation. A corporation created under
this chapter may amend its certificate of incorporation to change its corporate name, to increase
or reduce the number of its directors or to change any other provision therein, provided,
however, that no corporation shall amend its certificate of incorporation to embody therein
any purpose, power or provision which would not be authorized if its original certificate,
including such additional or changed purpose, power or provision, were offered for filing
at the time a certificate under this section is offered. Such amendment may be accomplished
by filing a certificate which shall be entitled and endorsed "CERTIFICATE OF AMENDMENT
OF _____ ELECTRIC MEMBERSHIP CORPORATION" and state: The name of the corporation, and
if it has been changed, the name under which it was originally incorporated; the date of filing
the certificate of incorporation in each public office where filed; the purposes, powers or...
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10A-2A-18.01
Section 10A-2A-18.01 Application to existing corporations. (a) Before January 1, 2021,
this chapter governs only: (1) a corporation incorporated on or after January 1, 2020; and
(2) a corporation incorporated before January 1, 2020, which elects, by amending or restating
that corporation's certificate of incorporation, to be governed by this chapter. (b) On and
after January 1, 2021, this chapter governs all existing corporations incorporated under:
(1) any general or special law of this state providing for the incorporation of corporations
for a purpose or purposes for which a corporation might be incorporated under this chapter,
where the power has been reserved to amend, repeal, or modify the law under which the corporation
was incorporated; and (2) any predecessor statute hereto. (c) For purposes of applying this
chapter to a corporation incorporated before January 1, 2020: (1) the corporation's incorporation
document, whether a certificate of incorporation, certificate of...
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10A-8A-2.01
Section 10A-8A-2.01 Formation of partnership. (a) Except as otherwise provided in subsection
(b), the association of two or more persons: (1) to carry on as co-owners a business for profit
forms a partnership, whether or not the persons intend to form a partnership; or (2) to carry
on any not for profit activity, forms a partnership when (A) the persons intend to form a
partnership and (B) the persons deliver to the Secretary of State for filing a statement of
not for profit partnership in accordance with Section 10A-8A-2.02(b) setting forth
their intention to form a partnership to carry on a not for profit activity. (b) An association
formed under a statute other than this chapter, a predecessor statute, or a comparable statute
of another jurisdiction is not a partnership under this chapter. (c) In determining whether
a partnership is formed under Section 10A-8A-2.01(a)(1), the following rules apply:
(1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-2.01.htm - 2K - Match Info - Similar pages
10A-9A-8.02
Section 10A-9A-8.02 Effect of dissolution. Notwithstanding Section 10A-1-9.12:
(a) A dissolved limited partnership continues its existence as a limited partnership but may
not carry on any activities and affairs except as is appropriate to wind up and liquidate
its activities and affairs, including: (1) collecting its assets; (2) disposing of its properties
that will not be distributed in kind to persons owning transferable interests; (3) discharging
or making provisions for discharging its liabilities; (4) distributing its remaining property
in accordance with Section 10A-9A-8.09; and (5) doing every other act necessary to
wind up and liquidate its activities and affairs. (b) In winding up its activities and affairs,
a limited partnership may: (1) deliver for filing a statement of dissolution to the Secretary
of State setting forth: (A) The name of the limited partnership; (B) The unique identifying
number or other designation as assigned by the Secretary of State; (C) That the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-8.02.htm - 3K - Match Info - Similar pages
10A-1-7.11
Section 10A-1-7.11 Voluntary withdrawal of registration. (a) A foreign entity registered
in this state may withdraw the foreign entity's registration at any time by filing a certificate
of withdrawal as provided in Article 4. (b) A certificate of withdrawal for a foreign entity
described must state: (1) the name of the foreign entity as set forth on its registration;
(2) the type of foreign entity and the foreign entity's jurisdiction of formation and, in
the case of a foreign limited liability partnership, the jurisdiction which laws govern the
foreign limited liability partnership and its partnership agreement; (3) the street address
and mailing address, if different, of the principal office of the foreign entity; (4) that
the foreign entity no longer is transacting business in this state; (5) that the foreign entity:
(A) revokes the authority of the foreign entity's registered agent in this state to accept
service of process; and (B) consents that service of process in any action,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-7.11.htm - 3K - Match Info - Similar pages
11-89C-3
Section 11-89C-3 Public corporation - Procedure for incorporation. (a) Three or more
natural persons who are either the mayor of a municipality or the chair of a county governing
body of a county or counties in which a municipality is wholly or partially situated, may
file with their respective governing bodies a written application to incorporate a public
corporation pursuant to this chapter. If each of the governing bodies adopts a resolution
declaring that the formation of a public corporation is wise, expedient, and necessary, and
approves the proposed certificate of incorporation, the incorporators shall proceed to incorporate
the public corporation pursuant to this chapter by executing and filing for record in either
the office of the judge of probate of the participating county having the largest population
according to the last federal decennial census, or, if there is not a participating county,
in any county in which the municipality with the largest population according to...
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10A-10-1.14
Section 10A-10-1.14 Amendment of declaration. (a) Except as provided in subsection (c)
of Section 10A-10-1.06 or subdivision (7) of subsection (a) of Section 10A-10-1.07,
a declaration of trust may be amended only as provided in this section. (b) The board
of trustees of a real estate investment trust proposing an amendment to its declaration of
trust shall: (1) Adopt a resolution which sets forth the proposed amendment and declares that
it is advisable. (2) Direct that the proposed amendment be submitted for consideration at
either an annual or special meeting of the shareholders. (c) Notice which states that a purpose
of the meeting will be to act upon the proposed amendment shall be given by the real estate
investment trust in the manner provided in the declaration of trust or bylaws to: (1) Each
shareholder entitled to vote on the proposed amendment. (2) Each shareholder not entitled
to vote on the proposed amendment if the contract rights of the shareholder's shares, as expressly...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-10-1.14.htm - 2K - Match Info - Similar pages
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