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2-10-98
Section 2-10-98 Organization with capital stock. Incorporated associations may be organized
under this article with capital stock at the option of the organizers. In that event the association
shall be organized by the same method and for the same recording fee as in the case of those
associations organized without capital stock, except that the articles of association shall
set forth also that the association is organized with capital stock and the amount of capital
stock authorized with particulars as to the class or classes thereof and the par value of
shares. There shall be no individual liability on the part of shareholders, members, officers
or directors for the obligations of the corporation. The articles of association may provide
for preferred stock as well as common stock, but all shares shall have a definite par value,
and all shares of the same class shall have the same par value. If so divided, the articles
of incorporation must contain a statement of the number of shares...
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2-10-56
Section 2-10-56 Contents of articles of incorporation; signing, acknowledgment and filing.
Each association formed under this article shall prepare and file articles of incorporation,
setting forth: the name of the association; the purposes for which it was formed; the place
where its principal business will be transacted; the term for which it is to exist; the number
of directors thereof, which must not be less than five and may be any number in excess thereof;
the term of office of such directors; the names and addresses of the persons who are to serve
as incorporating directors until their successors are elected and qualified; if organized
without capital stock, whether the property rights and interest of each member shall be equal
or unequal, and, if unequal, the articles shall set forth the general rule or rules applicable
to all members by which the property rights and interests, respectively, of each member may
and shall be determined and fixed, and the association shall have...
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27-31B-8
Section 27-31B-8 Formation of captive insurance companies in this state. (a) A pure captive
insurance company or a protected cell captive insurance company shall be formed as a stock
or mutual insurer, or as a nonprofit or limited liability company with its capital divided
into units and held by the stockholders, members, or other equivalent as allowed by law. (b)
An association captive insurance company, an industrial insured captive insurance company,
or a risk retention group may be formed in any of the following ways: (1) Organized as a stock
insurer with its capital divided into share units and held by the stockholders, members, or
other equivalent as allowed by law. (2) Organized as a mutual insurer without capital stock,
the governing body of which is elected by the member organizations of its association. (3)
Organized as a reciprocal insurer in accordance with Chapter 31 of this title. (4) Organized
as a manager-managed limited liability company. (c) A captive insurance...
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10A-1-1.03
limited liability company or association, a member; and (D) with respect to another foreign
or domestic entity, an owner of an equity interest in that entity. (69) OWNERSHIP INTEREST.
An owner's interest in an entity. The term includes the owner's share of profits and losses
or similar items and the right to receive distributions. The term does not include an owner's
right to participate in management or participate in the direction or oversight of the entity.
An ownership interest is personal property. (70) PARENT or PARENT ENTITY. An entity
that: (A) owns at least 50 percent of the ownership or membership interest of a subsidiary;
or (B) possesses at least 50 percent of the voting power of the owners or members of a subsidiary.
(71) PARTNER. A limited partner or general partner. (72) PARTNERSHIP. Includes a general partnership,
a limited liability partnership, a foreign limited liability partnership, a limited partnership,
a foreign limited partnership, a limited liability...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-1.03.htm - 25K - Match Info - Similar pages
2-10-66
Section 2-10-66 Exchange of stock. Whenever an association organized under this article with
preferred capital stock shall purchase the stock or any property or any interest in any property
of any person, firm, corporation or association, it may discharge the obligations so incurred,
wholly or in part, by exchanging for the acquired interest shares of its preferred capital
stock to an amount which at par value would equal a fair market value of the stock or interest
so purchased, as determined by the board of directors. In that case the transfer to the association
of the stock or interest purchased shall be equivalent to payment in cash for the shares of
stock issued. (Acts 1921, Ex. Sess., No. 31, p. 38; Code 1923, §7144; Code 1940, T. 2, §102.)...
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10A-30-1.07
Section 10A-30-1.07 Stock and nonstock associations; nature and transferability of members'
interests; applicable to professional associations formed prior to January 1, 1984. A professional
association organized pursuant to this article may issue stock or certificates of evidence
of ownership of an interest in the assets of the professional association to the members of
a stock-type association, or the association may be a nonstock organization with the members
owning no individual interest in the assets of the association but with the rights and duties
specified in the certificate of formation, or the association may be a nonstock organization
with the members owning undivided interests in the assets of the association according to
the certificate of formation. The stock or certificates of ownership, if a stock-type association,
or a membership in a nonstock association, shall be freely transferable, except as may be
lawfully restricted in the certificate of formation. A professional...
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10A-20-7.02
Section 10A-20-7.02 Incorporation. (a) Five or more financial institutions or persons, a majority
of whom shall be residents of this state, who may desire to create an industrial development
corporation under the provisions of this article for the purpose of promoting, developing,
and advancing the prosperity and economic welfare of the state and, to that end, to exercise
the powers and privileges provided in this article may be incorporated by delivering to the
Secretary of State for filing a certificate of formation. The filing of the certificate shall
be accompanied by a filing fee in the amount prescribed to be paid to the Secretary of State
under Section 10A-1-4.31 in connection with the filing of a certificate of formation. The
certificate of formation shall contain: (1) The name of the corporation which shall include
the words "industrial development corporation of Alabama." (2) The location of the
principal office of the corporation, but the corporation may have offices in...
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40-27-1
a tax measured in any way by the capital of a corporation considered in its entirety. 6. "Gross
receipts tax" means a tax, other than a sales tax, which is imposed on or measured by
the gross volume of business, in terms of gross receipts or in other terms, and in the determination
of which no deduction is allowed which would constitute the tax an income tax. 7. "Sales
tax" means a tax imposed with respect to the transfer for a consideration of ownership,
possession or custody of tangible personal property or the rendering of services measured
by the price of the tangible personal property transferred or services rendered and
which is required by state or local law to be separately stated from the sales price by the
seller, or which is customarily separately stated from the sales price, but does not include
a tax imposed exclusively on the sale of a specifically identified commodity or article or
class of commodities or articles. 8. "Use tax" means a nonrecurring tax, other than
a...
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8-6-2
Section 8-6-2 Definitions. When used in this article, unless the context otherwise requires,
the following terms shall have the meanings respectively ascribed to them by this section:
(1) COMMISSION or SECURITIES COMMISSION. The securities commission. (2) AGENT. Any individual
other than a dealer who represents a dealer or issuer in effecting or attempting to effect
sales of securities, but such term does not include an individual who represents an issuer
in: a. Effecting a transaction in a security exempted by subdivisions (1), (2), (3), (4),
(9) or (10) of Section 8-6-10; b. Effecting transactions exempted by Section 8-6-11; or c.
Effecting transactions with existing employees, partners, or directors of the issuer if no
commission or other remuneration is paid or given directly or indirectly for soliciting any
person in this state. A partner, officer, or director of a dealer or issuer is an agent if
he otherwise comes within this definition. (3) DEALER. Any person engaged in the...
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40-21-4
Section 40-21-4 Detailed requirements of reports. Each such report shall show the following
items and particulars as the same stood on the next preceding October 1, together with any
other facts or information that may be called for by said Department of Revenue: (1) The name
and principal place of business of the company, corporation, association, or individual in
whose behalf the statement is made and the character of the business engaged in; (2) If a
company, association or corporation, the state, or government under the laws of which it was
incorporated or authorized to do business, the date of original organization, the date of
reorganization, consolidation, or merger and the purpose of its incorporation as expressed
in its charter or articles of association; (3) The place where all books, papers, and accounts
are kept, and the names and post-office addresses of the president, secretary, treasurer,
superintendent, general manager, general counsel, directors, and all other general...
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