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45-8A-20.19
Section 45-8A-20.19 Dissolution of the corporation and vesting of title to property in the
city. At any time when the authority has no bonds or other obligations outstanding, its board
may adopt a resolution, which shall be duly entered upon its minutes, declaring that the authority
shall be dissolved. Upon filing for record a certified copy of the resolution in the office
of the Judge of Probate of Calhoun County, the authority shall thereupon stand dissolved and
in the event it owned any property at the time of its dissolution, the title to all its properties
shall thereupon pass to the city. (Act 85-319, p. 239, §20.)...
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10A-2-14.04
Section 10A-2-14.04 Revocation 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 REPEALED IN THE 2019 REGULAR SESSION BY ACT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) A corporation
may revoke its dissolution within 120 days of its effective date. (b) Revocation of dissolution
must be authorized in the same manner as the dissolution was authorized unless that authorization
permitted revocation by action of the board of directors alone, in which event the board of
directors may revoke without shareholder action. (c) After the revocation of dissolution is
authorized, the corporation may revoke the dissolution by delivering to the judge of probate
for filing articles of revocation of dissolution, together with a copy of its articles of
dissolution, that set 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dissolution that was revoked; (3) The date that the revocation of dissolution was authorized;
(4) If the corporation's board of directors (or incorporators)...
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10A-2A-14.03
Section 10A-2A-14.03 Certificate of dissolution. (a) At any time after dissolution is authorized,
the corporation may dissolve by delivering to the Secretary of State for filing a certificate
of dissolution setting forth: (1) the name of the corporation; (2) the date that dissolution
was authorized; (3) if dissolution was approved by the stockholders, a statement that the
proposal to dissolve was duly approved by the stockholders in the manner required by this
chapter and by the certificate of incorporation; and (4) the unique identifying number or
other designation as assigned by the Secretary of State. (b) The certificate of dissolution
shall take effect at the effective date determined in accordance with Article 4 of Chapter
1. A corporation is dissolved upon the effective date of its certificate of dissolution. (c)
For purposes of this Division A of this Article 14, "dissolved corporation" means
a corporation whose certificate of dissolution has become effective and includes a...
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10A-3-7.17
Section 10A-3-7.17 Deposits with State Treasurer. Upon the voluntary or involuntary dissolution
of a nonprofit corporation, the portion of the assets distributable to any person who is unknown
or cannot be found, or who is under disability and there is no person legally competent to
receive the distributive portion, shall be reduced to cash and deposited with the State Treasurer
and shall be paid over to the person or to his or her legal representative upon satisfactory
proof to the State Treasurer of his or her right thereto. The cash shall be held for the owner
by the State Treasurer for three years and any cash which remains unclaimed by the owner after
three years shall be presumed abandoned and subject to the Uniform Disposition of Unclaimed
Property Act. (Acts 1984, No. 84-290, p. 502, §64; §10-3A-156; amended and renumbered by
Act 2009-513, p. 967, §192.)...
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16-44A-18
Section 16-44A-18 Organization of compact as voluntary public-private partnership constituted
as not-for-profit public corporation; affirmative action required in initial membership invitations;
filing of papers for incorporation of compact. (a) The compact shall be organized as a voluntary
public-private partnership and shall be constituted as a not-for-profit public corporation.
The members of the Joint Legislative Committee on Southern Leadership Goals created under
Act No. 94-55, SJR 12, 1994 Regular Session, shall effectuate the filing of papers for the
incorporation of the compact as provided in subsection (b). Upon the filing of the documents
with the Secretary of State, and until the election of the officers and board of directors
at the annual membership meeting on September 17, 1994, as provided in subsection (b) of Section
16-44A-3 of the compact, the members of the committee shall then be officially constituted
as an interim board of directors and specifically shall extend...
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40-14A-27
Section 40-14A-27 Dissolution, etc., of corporations or limited liability entities. Whenever
a corporation or a limited liability entity organized under the laws of this state is dissolved,
terminated, liquidated, or otherwise wound-up, by an agreement or notice of the stockholders
or owners of the limited liability entity filed in the office of the judge of probate of the
county wherein the corporation or limited liability entity was organized, the judge of probate
shall at once give notice to the department and Secretary of State of the dissolution event,
with the name of the taxpayer and the date of dissolution, termination, liquidation, or other
winding-up. When a dissolution of a corporation or limited liability entity organized under
the laws of this state takes place by judgment of a court, upon the filing of a complaint
under the laws of this state by the creditors, stockholders, the owners of the limited liability
entity, or others, the clerk of the court shall at once notify...
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10A-2-14.05
Section 10A-2-14.05 Effect 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) A dissolved corporation
continues its corporate existence but may not carry on any business except that appropriate
to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2)
Disposing of its properties that will not be distributed in kind to its shareholders; (3)
Discharging or making provision for discharging its liabilities; (4) Distributing its remaining
property among its shareholders according to their interests; and (5) Doing every other act
necessary to wind up and liquidate its business and affairs. (b) Dissolution of a corporation
does not: (1) Alter the limited liability status of its subscribers and shareholders under
Section 10A-2-6.22, except as provided in Section 10A-1-9.22(d)(2) with respect to assets
distributed to a shareholder in liquidation; (2) Transfer title to...
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10A-2A-14.01
Section 10A-2A-14.01 Dissolution by incorporators or initial directors. A majority of the incorporators
or initial directors of a corporation that has not issued stock or has not commenced business
may dissolve the corporation by delivering to the Secretary of State for filing a certificate
of dissolution that sets forth: (a) the name of the corporation; (b) the date of its incorporation;
(c) either (i) that none of the corporation's stock has been issued, or (ii) that the corporation
has not commenced business; (d) that no debt of the corporation remains unpaid; (e) that the
net assets of the corporation remaining after winding up have been distributed to the stockholders,
if stock was issued; (f) that a majority of the incorporators or initial directors authorized
the dissolution; and (g) the unique identifying number or other designation as assigned by
the Secretary of State. (Act 2019-94, §1; Act 2020-73, §7.)...
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10A-2A-14.10
Section 10A-2A-14.10 Grounds for judicial dissolution. (a) The circuit court for the county
in which the corporation's principal office is located in this state, and if none in this
state, the circuit court for the county in which the corporation's most recent registered
office is located may dissolve a corporation: (1) in a proceeding by the Attorney General
if it is established that: (i) the corporation obtained its certificate of incorporation through
fraud; or (ii) the corporation has continued to exceed or abuse the authority conferred upon
it by law; (2) in a proceeding by a stockholder if it is established that: (i) the directors
are deadlocked in the management of the corporate affairs, the stockholders are unable to
break the deadlock, and irreparable injury to the corporation is threatened or being suffered,
or the business and affairs of the corporation can no longer be conducted to the advantage
of the stockholders generally, because of the deadlock; (ii) the directors or...
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10A-2A-14.11
Section 10A-2A-14.11 Procedure for judicial dissolution. (a) Venue for a proceeding by the
attorney general to dissolve a corporation lies in circuit court for the county in which the
corporation's principal office is located in this state, and if none in this state, in the
circuit court for the county in which the corporation's most recent registered office is located.
Venue for a proceeding brought by any other party named in Section 10A-2A-14.10(a) lies in
circuit court for the county in which the corporation's principal office is located in this
state, and if none in this state, in the circuit court for the county in which the corporation's
most recent registered office is located. (b) It is not necessary to make stockholders parties
to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint
a receiver or custodian during the proceeding with all powers and...
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