45-49A-10.04
title to real property and riparian rights necessary, useful, or convenient in gaining access,
entry, or approach to waterways, rivers, and streams, whether or not navigable and whether
or not such easements, rights of way, streets, approaches, roads, interests in land, and riparian
rights lead to property owned or controlled by the corporation. (7) To acquire, receive, take,
and hold, whether by purchase, gift, lease, devise, or otherwise, property of every description,
whether real, personal, or mixed, and to manage the same, and to develop any undeveloped
property owned, leased, or controlled by it. (8) To execute such contracts or other instruments
and to take such action as may be necessary or convenient to carry out the purpose of this
article or the exercise of any authority or power granted hereunder. (9) To construct, acquire,
establish, improve, extend, enlarge, reconstruct, equip, maintain, and repair buildings, structures,
and facilities suitable for use in or on...
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10A-20-6.02
Section 10A-20-6.02 Incorporation. (a) The incorporators of any corporation to be governed
by this article shall prepare and deliver to the Secretary of State for filing a certificate
of formation stating an intention to become a corporation, which certificate of formation
shall be signed by each of the incorporators and shall set forth: (1) The name of the proposed
corporation; (2) The objects and purposes for which the corporation is organized; (3) The
location of the principal office of the corporation in this state; and (4) The name and post
office address of each incorporator, not less than three in number. (b) The certificate of
formation may also contain any other provisions, not inconsistent with the provisions of this
article, which the incorporators may desire to insert for the regulation of the business or
affairs of the corporation or which would be permitted nonprofit corporations by the Alabama
Nonprofit Corporation Law. The filing of the certificate of formation shall be...
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11-94-5
Section 11-94-5 Certificate of incorporation - Filing with probate judge; examination, approval,
and recordation by probate judge; recordation as conclusive evidence. When executed and acknowledged
in conformity with Section 11-94-4, the certificate of incorporation shall be filed with the
judge of probate of the county which is an authorizing subdivision. The judge of probate shall
thereupon examine the certificate of incorporation and, if he finds that the recitals contained
therein are correct, that the requirements of Section 11-94-4 have been complied with, and
that the name is not identical with or so nearly similar to that of another corporation already
in existence in this state so as to lead to confusion and uncertainty, he shall approve the
certificate of incorporation and record it in an appropriate book or record in his office.
The recording of the certificate of incorporation shall be conclusive evidence that the required
findings and approvals have been made. When such...
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45-37A-54.61
Section 45-37A-54.61 Certificate of incorporation - Contents. A certificate of incorporation
shall be entitled and endorsed Certificate of Incorporation of ___ Authority. (Blank space
being filled in with the name of the authority) and shall state the name of the authority;
the location of its principal office and post office address thereof; the names of six directors
who shall be the managers and officers of the authority until their successors are chosen,
and who shall serve from the date of incorporation without compensation; the period, if any,
for the duration of the authority; if the duration of the authority is to be perpetual, this
fact shall be stated; the certificate of incorporation of such authority may also contain
any provision not contrary to law which the incorporators may choose to insert for the regulation
of business for the conduct of the affairs of the authority; and any provisions creating,
defining, limiting, or regulating the powers of the authority, its...
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37-7-19
Section 37-7-19 Dissolution. Any corporation created under this chapter may be dissolved by
filing in the Office of the Secretary of State a certificate which shall be entitled and endorsed
"CERTIFICATE OF DISSOLUTION of _____" (the blank space being filled in with the
name of the corporation) and shall state: The name of the corporation and, if such corporation
is a corporation resulting from a consolidation as provided in this chapter, the names of
the original corporation; the date of filing of the certificate of incorporation in the Office
of the Secretary of State and, if such corporation is a corporation resulting from a consolidation
as provided in this chapter, the dates on which the certificates of incorporation of the original
corporations were filed in the Office of the Secretary of State; the fact that the corporation
elects to dissolve; the name and post office address of each of its directors and the name,
title and post office address of each of its officers. Such...
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37-7-3
Section 37-7-3 Form and contents of certificate of incorporation. The certificate of incorporation
shall be entitled and endorsed "CERTIFICATE OF INCORPORATION OF _____ ELECTRIC MEMBERSHIP
CORPORATION" (the blank space being filled in with the name of the corporation) and shall
state: The name of the corporation, which name shall be such as to distinguish it from any
other corporation; a reasonable description of the territory in which its operations are principally
to be conducted; the location of its principal office and the post office address thereof;
the maximum number of directors, not less than three; the names and post office addresses
of the directors, not less than three, who are to manage the affairs of the corporation for
the first year of its existence or until their successors are chosen; the period, if any,
limited for the duration of the corporation. If the duration of the corporation is to be perpetual,
this fact should be stated, as well as the terms and conditions...
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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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5-7A-23
Section 5-7A-23 Declaration of incorporation. Before the issuing of such certificate by the
superintendent a majority of the directors of such bank shall file in the office of the official
or officials with which a certificate of incorporation would be filed under the business corporation
laws of this state a declaration of incorporation, which shall show: (1) The name to be assumed
and used by the corporation; (2) The objects of the corporation, among which shall be the
conversion of a national bank with the name and description of the same, into a state bank
with all the power and authority that may be exercised by a state bank; (3) The location of
its principal office; (4) The amount of its total authorized capital and the amount of its
paid-in capital; (5) The name and post-office address of each officer and director; (6) The
time limit, if any, for the duration of the corporation; and (7) A certificate, acknowledged
before a notary public by a majority of the directors of the...
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10A-2A-1.20
Section 10A-2A-1.20 Requirements for filing instruments; extrinsic facts. (a) Whenever any
filing instrument is to be filed with the Secretary of State or in accordance with this chapter,
such instrument shall be executed as follows: (1) Except as provided in subsection (a)(3),
the certificate of incorporation, and any other instrument to be filed before the election
of the initial board of directors if the initial directors were not named in the certificate
of incorporation, shall be signed by the incorporator or incorporators or the successors and
assigns of the incorporator or incorporators. If any incorporator is not available then any
other instrument may be signed, with the same effect as if the incorporator had signed it,
by any person for whom or on whose behalf the incorporator, in executing the certificate of
incorporation, was acting directly or indirectly as employee or agent, provided that the other
instrument shall state that the incorporator is not available and the...
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10A-2A-14.01
Section 10A-2A-14.01 Dissolution by incorporators or initial directors. A majority of the incorporators
or initial directors of a corporation that has not issued stock or has not commenced business
may dissolve the corporation by delivering to the Secretary of State for filing a certificate
of dissolution that sets forth: (a) the name of the corporation; (b) the date of its incorporation;
(c) either (i) that none of the corporation's stock has been issued, or (ii) that the corporation
has not commenced business; (d) that no debt of the corporation remains unpaid; (e) that the
net assets of the corporation remaining after winding up have been distributed to the stockholders,
if stock was issued; (f) that a majority of the incorporators or initial directors authorized
the dissolution; and (g) the unique identifying number or other designation as assigned by
the Secretary of State. (Act 2019-94, §1; Act 2020-73, §7.)...
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