10A-2-13.20
Section 10A-2-13.20 Notice of dissenters' rights. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If proposed corporate action creating dissenters' rights under Section 10A-2-13.02 is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this article and be accompanied by a copy of this article. (b) If corporate action creating dissenters' rights under Section 10A-2-13.02 is taken without a vote of shareholders, the corporation shall (1) notify in writing all shareholders entitled to assert dissenters' rights that the action was taken; and (2) send them the dissenters' notice described in Section 10A-2-13.22. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.20; amended and renumbered by Act 2009-513, p. 967, §141.)...
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10A-2-13.22
Section 10A-2-13.22 Dissenters' notice. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If proposed corporate action creating dissenters' rights under Section 10A-2-13.02 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of Section 10A-2-13.21. (b) The dissenters' notice must be sent no later than 10 days after the corporate action was taken, and must: (1) State where the payment demand must be sent; (2) Inform holders of shares to what extent transfer of the shares will be restricted after the payment demand is received; (3) Supply a form for demanding payment; (4) Set a date by which the corporation must receive the payment demand, which date may not be fewer than 30 nor more than 60 days after the date the subsection (a) notice is delivered; and (5) Be accompanied by a copy of this article. (Acts 1994,...
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10A-2-13.24
Section 10A-2-13.24 Share restriction. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Within 20 days after making a formal payment demand, each shareholder demanding payment shall submit the certificate or certificates representing his or her shares to the corporation for (1) notation thereon by the corporation that the demand has been made and (2) return to the shareholder by the corporation. (b) The failure to submit his or her shares for notation shall, at the option of the corporation, terminate the shareholders' rights under this article unless a court of competent jurisdiction, for good and sufficient cause, shall otherwise direct. (c) If shares represented by a certificate on which notation has been made shall be transferred, each new certificate issued therefor shall bear similar notation, together with the name of the original dissenting holder of the shares. (d) A transferee of the shares shall...
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10A-2-13.25
Section 10A-2-13.25 Offer of payment. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) As soon as the proposed corporate action is taken, or upon receipt of a payment demand, the corporation shall offer to pay each dissenter who complied with Section 10A-2-13.23 the amount the corporation estimates to be the fair value of his or her shares, plus accrued interest. (b) The offer of payment must be accompanied by: (1) The corporation's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of the offer, an income statement for that year, and the latest available interim financial statements, if any; (2) A statement of the corporation's estimate of the fair value of the shares; (3) An explanation of how the interest was calculated; (4) A statement of the dissenter's right to demand payment under Section 10A-2-13.28; and (5) A copy of this article. (c) Each dissenter who agrees...
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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-2-14.30
Section 10A-2-14.30 Grounds 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. The circuit court of the county where a corporation's articles of incorporation are filed, or, in the case of corporations created by an act of the Legislature prior to the adoption of the Constitution of Alabama of 1901, or which have resulted from a merger or consolidation, the Circuit Court of Montgomery County, may dissolve the corporation: (1) In a proceeding by the Attorney General if it is established that: (i) The corporation obtained its articles of incorporation through fraud; or (ii) The corporation has continued to exceed or abuse the authority conferred upon it by law; (2) In a proceeding by a shareholder if it is established that: (i) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation...
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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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