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10A-3-7.07
Section 10A-3-7.07 Involuntary dissolution - Grounds. A nonprofit corporation may be dissolved
involuntarily by an order of the circuit court of the county in which the principal office
of the nonprofit corporation in this state is located, and if none is located in this state,
the circuit court for the county in which the most recent registered office of the nonprofit
corporation is located in an action filed by the Attorney General when it is established that:
(1) The nonprofit corporation procured its certificate of formation through fraud; (2) The
nonprofit corporation has continued to exceed or abuse the authority conferred upon it by
law; (3) The nonprofit corporation has failed for 90 days to appoint and maintain a registered
agent in Alabama; or (4) The nonprofit corporation has failed for 90 days after change of
its registered agent to file in the office of the Secretary of State a statement of the change.
(Acts 1984, No. 84-290, p. 502, §54; §10-3A-146; amended and...
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16-18B-4
Section 16-18B-4 Certificate of incorporation. When the application has been made, filed and
recorded, as herein provided, the applicants shall constitute a public corporation under the
name proposed in the application and the Secretary of State shall make and issue to the applicants
a certificate of incorporation pursuant to this article, under the Great Seal of the State,
and shall record the same with the application. There shall be no fees paid to the Secretary
of State for any work in connection with the incorporation or dissolution of the corporation
so organized (which, for convenience, is herein referred to as "the corporation").
(Act 98-391, p. 771, §;4.)...
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23-1-153
Section 23-1-153 Incorporation - Certificate. When the application has been made, filed and
recorded as provided in Section 23-1-152, the applicants shall constitute a corporation under
the name proposed in the application and the Secretary of State shall make and issue to the
applicants a certificate of incorporation, pursuant to this article, under the Great Seal
of the State and shall record the same with the application. There shall be no fees paid to
the Secretary of State for any work in connection with the incorporation or dissolution of
the corporation so organized, which, for convenience, is referred to in this article as "the
corporation." (Acts 1955, 1st Ex. Sess., No. 43, p. 66, §4.)...
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23-1-173
Section 23-1-173 Incorporation - Certificate. When the application has been made, filed and
recorded, as provided in Section 23-1-172, the applicants shall constitute a public corporation
under the name proposed in the application and the Secretary of State shall make and issue
to the applicants a certificate of incorporation pursuant to this article, under the Great
Seal of the State, and shall record the same with the application. There shall be no fees
paid to the Secretary of State for any work in connection with the incorporation or dissolution
of the corporation so organized, which, for convenience, is referred to in this article as
"the corporation." (Acts 1965, No. 228, p. 327, §4.)...
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23-6-5
Section 23-6-5 Certificate of incorporation; recording; no fees to be paid to Secretary of
State on incorporation or dissolution. When the application has been made, filed and recorded,
as herein provided, the applicants shall constitute a public corporation under the name proposed
in the application and the Secretary of State shall make and issue to the applicants a certificate
of incorporation pursuant to this chapter, under the Great Seal of the State, and shall record
the same with the application. There shall be no fees paid to the Secretary of State for any
work in connection with the incorporation or dissolution of the corporation so organized (which,
for convenience, is herein referred to as "the corporation"). (Acts 1985, No. 85-549,
p. 833, §5.)...
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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-2-14.22
Section 10A-2-14.22 Reinstatement following administrative 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 administratively dissolved under Section 10A-2-14.21 may apply
to the Secretary of State for reinstatement within two years after the effective date of dissolution.
The application must: (1) Recite the name and address of the corporation and the effective
date of its administrative dissolution; (2) State that the ground or grounds for dissolution
either did not exist or have been eliminated; (3) State that the corporation's name satisfies
the requirements of Sections 10A-1-5.03 and 10A-1-5.04; and (4) Contain a certificate from
the Department of Revenue reciting that all taxes owed by the corporation have been paid.
(b) If the Secretary of State determines that the application contains the information required
by subsection (a) and that the information is correct, he or she...
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10A-2A-14.13
Section 10A-2A-14.13 Decree of dissolution. (a) If after a hearing the court determines that
one or more grounds for judicial dissolution described in Section 10A-2A-14.10 exist, it may
enter a decree dissolving the corporation and specifying the effective date of the dissolution,
and the clerk of the court shall deliver a certified copy of the decree to the Secretary of
State for filing. (b) After entering the decree of dissolution, the court shall direct the
winding-up and liquidation of the corporation's business and affairs in accordance with Section
10A-2A-14.05 and the notification of claimants in accordance with Sections 10A-2A-14.06 and
10A-2A-14.07. (Act 2019-94, §1.)...
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10A-2A-7.03
Section 10A-2A-7.03 Court-ordered meetings. (a) The designated court, and if none, 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 summarily order a meeting to be held: (1) on application
of any stockholder of the corporation entitled to participate in an annual meeting if an annual
meeting was not held or action by written consent in lieu of an annual meeting did not become
effective within the earlier of 12 months after the end of the corporation's fiscal year or
15 months after its last annual meeting; or (2) on application of one or more stockholders
who signed a demand for a special meeting valid under Section 10A-2A-7.02, if: (i) notice
of the special meeting was not given within 30 days after the first day on which the requisite
number of demands have been delivered to the corporation; or (ii)...
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10A-2A-8.09
Section 10A-2A-8.09 Removal of directors by judicial proceeding. (a) The designated court,
and if none, 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 remove a director from office
or may order other relief, including barring the director from reelection for a period prescribed
by the court, in a proceeding commenced by or in the right of the corporation if the court
finds that (i) the director engaged in fraudulent conduct with respect to the corporation
or its stockholders, grossly abused the position of director, or intentionally inflicted harm
on the corporation; and (ii) considering the director's course of conduct and the inadequacy
of other available remedies, removal or such other relief would be in the best interest of
the corporation. (b) A stockholder proceeding on behalf of the corporation...
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