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10A-2-14.03
Section 10A-2-14.03 Articles 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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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) At any time after
dissolution is authorized, the corporation may dissolve by delivering to the judge of probate
for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The
date dissolution was authorized; (3) If dissolution was approved by the shareholders: (i)
The number of votes entitled to be cast on the proposal to dissolve; and (ii) Either the total
number of votes cast for and against dissolution or the total number of undisputed votes cast
for dissolution and a statement that the number cast for dissolution was sufficient for approval.
(4) If voting by voting groups was required, the information required by subparagraph (3)
must be separately provided for each voting group entitled to vote separately on the plan
to dissolve. (5) If dissolution was approved by written consent of...
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10A-2-14.31
Section 10A-2-14.31 Procedure for judicial dissolution. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
Venue for a proceeding to dissolve a corporation lies in the county where a corporation's
articles of incorporation are filed, or, in the case of a corporation created by an act of
the Legislature prior to the adoption of the Constitution of Alabama of 1901, or which resulted
from a merger or consolidation, in Montgomery County. (b) It is not necessary to make shareholders
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 pendente lite with all powers and duties the court directs, take other
action required to preserve the corporate assets wherever located, and carry on the business
of the corporation until a full hearing can be held. (d)...
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10A-2-14.33
Section 10A-2-14.33 Decree 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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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) If after a hearing
the court determines that one or more grounds for judicial dissolution described in Section
10A-2-14.30 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 judge of probate, who shall file it. (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-2-14.05 and the notification of claimants in accordance with
Sections 10A-1-9.21 and 10A-1-9.22. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.33; amended
and renumbered by Act 2009-513, p. 967, §149.)...
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10A-2-15.40
Section 10A-2-15.40 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. The term "foreign corporation,"
as used in this division, shall mean: (1) Any bank or other corporation now or hereafter organized
or existing under the laws of any state of the United States other than the State of Alabama;
and (2) Any national banking association or other corporation organized under the laws of
the United States having its principal place of business in any state of the United States
other than Alabama. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.40; amended and renumbered
by Act 2009-513, p. 967, §159.)...
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10A-2-16.01
Section 10A-2-16.01 Corporate records. 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 shall
keep as permanent records minutes of all meetings of its shareholders and board of directors,
a record of all actions taken by the shareholders or board of directors without a meeting,
and a record of all actions taken by a committee of the board of directors in place of the
board of directors on behalf of the corporation. (b) A corporation shall maintain appropriate
accounting records. (c) A corporation or its agent shall maintain a record of its shareholders,
in a form that permits preparation of a list of the names and addresses of all shareholders,
in alphabetical order by class or shares showing the number and class of shares held by each.
(d) A corporation shall maintain its records in written form or in another form capable of
conversion into written form within a reasonable time. (e) Each...
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10A-2-16.04
Section 10A-2-16.04 Court-ordered inspection. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If a domestic corporation
or a foreign corporation with its principal office within this state does not allow a shareholder
who complies with Section 10A-2-16.02(a) to inspect and copy any records required by that
subsection to be available for inspection, the circuit court of the county where the corporation's
principal office, or, if none in this state, its registered office, is located may summarily
order inspection and copying of the records demanded at the corporation's expense upon application
of the shareholder. (b) If a domestic corporation or a foreign corporation with its principal
office within this state does not within a reasonable time allow a shareholder to inspect
and copy any other record, the shareholder who complies with Section 10A-2-16.02(b) and (c)
may apply to the circuit court in the county...
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10A-2-2.01
Section 10A-2-2.01 Incorporators. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. One or more persons may act as
the incorporator or incorporators of a corporation by signing and delivering articles of incorporation
to the judge of probate of the county in which the corporation is to have its initial registered
office for filing. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.01; amended and renumbered
by Act 2009-513, p. 967, §89.)...
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10A-2-2.03
Section 10A-2-2.03 Incorporation. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Upon the effectiveness of
the filing of the articles of incorporation as provided in Sections 10A-1-4.11 and 10A-1-4.12,
corporate existence begins. (b) The judge of probate's filing of the articles of incorporation
pursuant to Section 10A-1-4.02 is conclusive proof that the incorporators satisfied all conditions
precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation
or involuntarily dissolve the corporation. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.03;
amended and renumbered by Act 2009-513, p. 967, §89.)...
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10A-2-2.06
Section 10A-2-2.06 Bylaws. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY
1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The board of directors of a corporation
shall adopt initial bylaws for the corporation unless the right to adopt the initial bylaws
is reserved to the shareholders in the articles of incorporation. (b) The bylaws of a corporation
may contain any provision for managing the business and regulating the affairs of the corporation
that is not inconsistent with law or the articles of incorporation. (Acts 1994, No. 94-245,
p. 343, §1; §10-2B-2.06; amended and renumbered by Act 2009-513, p. 967, §89.)...
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10A-2-3.01
Section 10A-2-3.01 Purpose. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY
1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Corporations may be organized under this
chapter for any lawful purpose. (Act 2009-513, p. 967, §91.)...
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