40-18-160
Section 40-18-160 General provisions. (a) An Alabama S corporation shall not be subject to the tax imposed by Section 40-18-31. (b) For purposes of this chapter, an "Alabama S corporation" is a corporation: (1) With respect to which an election under 26 U.S.C. §1362 is in effect; or (2)a. With respect to which there is in effect an election under 26 U.S.C. §1361(b)(3) to treat such corporation as a qualified subchapter S subsidiary; and b. All the stock of which is owned by an S corporation qualifying as an "Alabama S corporation" under subdivision (b)(1). No corporation shall be an Alabama S corporation for any portion of a taxable year of the corporation during which an election under 26 U.S.C. §1362 or §1361(b)(3), whichever is applicable, is not in effect for federal income tax purposes. No corporation shall be an Alabama S corporation if it is a financial institution, as defined in Section 40-16-1. (c) For purposes of this chapter, an "Alabama C corporation" means any...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-18-160.htm - 1K - Match Info - Similar pages
40-23-4.4
Section 40-23-4.4 Exemption form for equipment for certain commercial fishing vessels. In connection with the purchase of material, equipment, or machinery for commercial fishing vessels described in subdivision (13) of subsection (a) of Section 40-23-4, and therefore exempt from taxation under that section, the filing by the purchaser at retail of the material, equipment, or machinery with the seller of a certificate in substantially the following form shall relieve the seller of any obligation to collect tax under Chapter 23 of this title with respect to the sales described in that chapter: Exemption certification respecting material, equipment, or machinery which, at any time, enters into and becomes a component part of commercial fishing vessels of over five tons load displacement as registered with the U.S. Coast Guard and licensed by the State of Alabama Department of Conservation and Natural Resources. The undersigned ___, (name) (address) hereby certifies...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-23-4.4.htm - 2K - Match Info - Similar pages
10A-2-10.03
Section 10A-2-10.03 Amendment by board of directors and shareholders. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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's board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders. (b) For the amendments to be adopted: (1) The board of directors must recommend the amendment to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment; and (2) The shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (e). (c) Subject to the corporation's articles of incorporation, the board of directors may condition its submission of the proposed amendment on any basis, except that the board of directors may not...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-10.03.htm - 2K - Match Info - Similar pages
10A-2-6.40
Section 10A-2-6.40 Distributions to shareholders. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A board of directors may authorize and the corporation may make distributions subject to restriction by the articles of incorporation and the limitation in subsection (c). (b) If the board of directors does not fix the record date for determining shareholders entitled to a distribution other than one involving a repurchase or reacquisition of shares, it is the date the board of directors authorizes the distribution. (c) No distribution may be made if, after giving it effect: (1) The corporation would not be able to pay its debts as they become due in the usual course of business; or (2) The corporation's total assets would be less than the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed, if the corporation were to be dissolved at the time...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-6.40.htm - 3K - Match Info - Similar pages
10A-2A-11.08
Section 10A-2A-11.08 Abandonment of a merger or stock exchange. (a) After a plan of merger or stock exchange has been adopted and approved as required by this Article 11, and before the statement of merger or stock exchange has become effective, the plan may be abandoned by a corporation that is a party to the plan without action by its stockholders in accordance with any procedures set forth in the plan of merger or stock exchange or, if no procedures are set forth in the plan, in the manner determined by the board of directors. (b) If a merger or stock exchange is abandoned under subsection (a) after the statement of merger or stock exchange has been delivered to the Secretary of State for filing but before the merger or stock exchange has become effective, a statement of abandonment signed by all the parties that signed the statement of merger or stock exchange shall be delivered to the Secretary of State for filing before the statement of merger or stock exchange becomes effective....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.08.htm - 1K - Match Info - Similar pages
10A-2A-14.14
Section 10A-2A-14.14 Election to purchase in lieu of dissolution. (a) In a proceeding under Section 10A-2A-14.10(a)(2) to dissolve a corporation, the corporation may elect or, if it fails to elect, one or more stockholders may elect to purchase all stock owned by the petitioning stockholder at the fair value of the stock. An election pursuant to this section shall be irrevocable unless the court determines that it is equitable to set aside or modify the election. (b) An election to purchase pursuant to this section may be filed with the court at any time within 90 days after the filing of the petition under Section 10A-2A-14.10(a)(2) or at a later time as the court in its discretion may allow. If the election to purchase is filed by one or more stockholders, the corporation shall, within 10 days thereafter, give written notice to all stockholders, other than the petitioner. The notice must state the name and number of shares of stock owned by the petitioner and the name and number of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-14.14.htm - 5K - Match Info - Similar pages
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
25-14-3
Section 25-14-3 Definitions. As used in this chapter, the following terms shall have the following meanings: (1) ADMINISTRATIVE FEE. The fee charged to a client by a professional employer organization for professional employer services. The term does not include any amount of a fee by the professional employer organization that is for wages and salaries, benefits, workers' compensation, payroll taxes, withholding, or other assessments paid by the professional employer organization to or on behalf of covered employees under the professional employer agreement. (2) CLIENT. A person or entity that enters into a professional employer agreement with a professional employer organization, including a worksite employer. (3) CONTROLLING PERSON. Any of the following: a. An officer or director of a corporation operating as a professional employer organization, a shareholder holding 25 percent or more of the voting stock of a corporation operating as a professional employer organization, or a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/25-14-3.htm - 6K - Match Info - Similar pages
27-27-42
Section 27-27-42 Deficiencies in stock insurer's capital or assets of mutual insurers - Curing of deficiency. Any insurer receiving the commissioner's notice mentioned in Section 27-27-41: (1) If a stock insurer and if its articles of incorporation and laws of this state so permit, by resolution of its board of directors and subject to any limitations upon assessment contained in its articles of incorporation, may assess its stockholders for amounts necessary to cure the deficiency and provide the insurer with a reasonable amount of surplus in addition. If any stockholder fails to pay a lawful assessment after notice given to him in person or by advertisement in such time and manner as approved by the commissioner, the insurer may require the return of the original certificate of stock held by the stockholder and, in cancellation and in lieu thereof, issue a new certificate for such number of shares as the stockholder may then be entitled to, upon the basis of the stockholder's...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-27-42.htm - 1K - Match Info - Similar pages
10A-2-7.24
Section 10A-2-7.24 Corporation's acceptance of votes. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If the name signed on, or otherwise submitted by means of an electronic transmission with respect to, a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder. (b) If the name signed on, or otherwise submitted by means of an electronic transmission with respect to, a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if: (1) The shareholder is an entity and the name signed or otherwise submitted by means of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.24.htm - 3K - Match Info - Similar pages
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