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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...
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10A-2A-13.20
Section 10A-2A-13.20 Notice of appraisal rights. (a) Where any corporate action specified in
Section 10A-2A-13.02(a) is to be submitted to a vote at a stockholders' meeting, the meeting
notice (or where no approval of the corporate action is required pursuant to Section 10A-2A-11.04(j),
the offer made pursuant to Section 10A-2A-11.04(j)), must state that the corporation has concluded
that appraisal rights are, are not, or may be available under this Article 13. If the corporation
concludes that appraisal rights are or may be available, a copy of this Article 13 must accompany
the meeting notice or offer sent to those record stockholders entitled to exercise appraisal
rights. (b) In a merger pursuant to Section 10A-2A-11.05, the parent entity shall notify in
writing all record stockholders of the subsidiary who are entitled to assert appraisal rights
that the corporate action became effective. The notice shall be sent within 10 days after
the corporate action became effective and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.20.htm - 3K - Match Info - Similar pages
27-31C-4
Section 27-31C-4 Issuance of license - Requirements. (a)(1) The commissioner may not issue
a license to an Alabama Coastal Captive Insurance Company unless the company possesses and
maintains unimpaired paid-in capital of not less than one million dollars ($1,000,000); however,
in the case of an Alabama Coastal Captive Insurance Company formed as a sponsored captive
insurance company that does not assume any risk, where the risks insured by the protected
cells are homogenous, the commissioner may reduce this amount to an amount not less than five
hundred thousand dollars ($500,000). (2) a. Except for an Alabama Coastal Captive Insurance
Company formed as a sponsored captive insurance company that does not assume any risk, the
capital must be in the form of cash, cash equivalent, or an irrevocable letter of credit issued
by a bank chartered by this state or a member bank of the Federal Reserve System with a branch
office in this state or as approved by the commissioner. b. For an...
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40-14-41
Section 40-14-41 (Not Effective After December 31, 1999) Levy on foreign corporations. (a)
Amount of levy. Every corporation organized under the laws of any other state, nation, or
territory and doing business in this state, except strictly benevolent, educational, or religious
corporations, shall pay annually to the state an annual franchise tax of three dollars ($3)
on each one thousand dollars ($1,000) of the actual amount of its capital employed in this
state. Corporations which have qualified to do business in this state shall for the purpose
of this title prima facie be held to be doing business in Alabama. However, in no event shall
the amount paid by any corporation for annual franchise tax be less than the sum of twenty-five
dollars ($25). (b) Definition of capital. The total capital of such foreign corporation, herein
referred to as the "taxpayer," shall equal the aggregate net amount of the following
items determined in accordance with generally accepted accounting...
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5-17-22
Section 5-17-22 Merger and conversion procedures. Any credit union, with the approval of the
Administrator of the Alabama Credit Union Administration, may merge with another credit union,
under the existing certificate of organization of the other credit union, pursuant to any
plan agreed upon by the majority of each board of directors of each credit union joining in
the merger. In addition to approval by the administrator and each board of directors, the
membership of the merging credit union must also approve the merger plan in the following
manner: (1) At a meeting called for that purpose, notice of which purpose must be contained
in the call, two-thirds of those voting may vote to approve the merger plan. Voting must be
conducted in accordance with the bylaws of the credit union. The notice must be provided to
the members at least 45 calendar days, but no more than 90 calendar days, prior to the date
of the meeting. (2) After agreement by the directors and approval by the members...
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10A-2-1.40
Section 10A-2-1.40 Definitions applicable to business corporations. In this chapter: REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (1) "Articles of incorporation" include amended and restated articles
of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate
of incorporation, including any amended certificate, and also include, except where the context
otherwise requires, articles of merger. The term "articles of incorporations" as
used in this chapter is synonymous with the term "certificate of formation" employed
in Chapter 1. (2) "Authorized shares" means the shares of all classes a domestic
or foreign business corporation is authorized to issue. (3) "Corporation" or "domestic
corporation" means a business corporation, which is not a foreign corporation, incorporated
under or subject to the provisions of this chapter. (4) "Distribution" means a direct
or indirect...
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37-4-1
Section 37-4-1 Definitions. Unless otherwise specified, when used in this article, these terms
shall have the following meanings: (1) COMMISSION. The Alabama Public Service Commission.
(2) COMMISSIONER. A member of the commission. (3) MUNICIPALITY. Any municipal corporation
organized under the laws of this state. (4) PERSON. Such term shall mean and include individuals,
associations of individuals, firms, partnerships, companies, corporations, municipalities,
governmental agencies, their lessees, trustees, or receivers appointed by any court whatsoever,
in the singular number as well as in the plural. (5) NONUTILITY. Any federal agency, instrumentality,
or corporation, owned by the United States, and any corporation or joint stock company in
which the United States or any of its departments, establishments, or agencies, owns more
than 50 percent of the voting shares of stock of such corporation or joint stock company.
(6) SECURITIES. Such term shall mean and include stock, stock...
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10A-2A-10.06
Section 10A-2A-10.06 Certificate of amendment. Notwithstanding Division B of Article 3 of Chapter
1: (a) After an amendment to the certificate of incorporation has been adopted and approved
in the manner required by this chapter and by the certificate of incorporation, the corporation
shall deliver to the Secretary of State for filing a certificate of amendment, which must
set forth: (1) the name of the corporation; (2) the text of each amendment adopted, or the
information required by Section 10A-2A-1.20(c)(5); (3) if an amendment provides for an exchange,
reclassification, or cancellation of issued stock, provisions for implementing the amendment
if not contained in the amendment itself, (which may be made dependent upon facts objectively
ascertainable outside the certificate of amendment in accordance with Section 10A-2A-1.20(c)(5));
(4) the date of each amendment's adoption; and (5) if an amendment: (i) was adopted by the
incorporators or board of directors without stockholder...
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10A-2A-6.01
Section 10A-2A-6.01 Authorized stock. (a) The certificate of incorporation must set forth any
classes of stock and series of stock within a class, and the number of shares of stock of
each class and series, that the corporation is authorized to issue. If more than one class
or series of stock is authorized, the certificate of incorporation must prescribe a distinguishing
designation for each class or series and, before the issuance of stock of a class or series,
describe the terms, including the preferences, rights, and limitations, of that class or series.
Except to the extent varied as permitted by this section, all shares of stock of a class or
series must have terms, including preferences, rights, and limitations, that are identical
with those of other shares of stock of the same class or series. (b) The certificate of incorporation
must authorize: (1) one or more classes or series of stock that together have full voting
rights, and (2) one or more classes or series of stock (which...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.01.htm - 3K - Match Info - Similar pages
27-27-7
Section 27-27-7 Solicitation permit - Issuance; contents; compliance with terms. (a) Upon the
filing of any bond required by Sections 27-27-10 or 27-27-16, after notice by the commissioner
provided for in subsection (a) of Section 27-27-6, or upon his decision to grant a solicitation
permit if such a bond is not so required, the commissioner shall issue to the applicant or
to the newly formed corporation, if the application is on behalf of a newly formed incorporated
domestic insurer, a solicitation permit. Every solicitation permit issued by the commissioner
shall contain provisions in substance as follows: (1) State the securities or other rights
or interests for which subscriptions are to be solicited, the number, classes, par value,
and selling price thereof, or identify the insurance contract, or contracts, for which applications
and advance premiums or deposits of premium are to be solicited in the case of mutual or reciprocal
insurers; (2) Require that any particular class of...
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