10A-30-2.03
Section 10A-30-2.03 Formation of a close corporation; applicable to corporations formed as close corporations before January 1, 1995. A close corporation which was formed in accordance with former Sections 10-2A-90 through 10-2A-96 must have been authorized by the affirmative vote of all holders of and subscribers to shares of the corporation, and: (1) The certificate of formation contains a heading stating the name of the corporation and that it is a close corporation; and (2) The certificate of formation contains the provisions required by Section 10A-30-2.02; and (3) Each certificate for shares conspicuously notes the fact that the corporation is a close corporation and make reference to the restriction on transfer of shares set forth in the certificate of formation. (Acts 1980, No. 80-633, p. 1094, §163; §10-2A-302; amended and renumbered by Act 2009-513, p. 967, §372; Act 2019-94, §2.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-2.03.htm - 1K - Match Info - Similar pages
10A-30-2.05
Section 10A-30-2.05 Issuance or transfer of shares of a close corporation in breach of qualifying conditions; applicable to corporations formed as close corporations or electing close corporation status prior to January 1, 1995. (a) If shares of a close corporation are issued or transferred to any person who is not entitled under any provision of the certificate of formation permitted by Section 10A-30-2.02 to be a holder of record of shares of the corporation, and if the certificate for shares conspicuously notes the qualifications of the persons entitled to be holders of record thereof, such person is conclusively presumed to have notice of the fact of his or her ineligibility to be a shareholder. (b) If a certificate for shares of any close corporation conspicuously notes the fact of a restriction on transfer of shares of the corporation and the restriction is one which is permitted by the Alabama Business Corporation Law, the transferee of the shares is conclusively presumed to...
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8-6-5
Section 8-6-5 Registration of securities - Registration by notification. (a) The following securities may be registered by notification, whether or not they are also eligible for registration by coordination under Section 8-6-6: (1) Any security whose issuer and any predecessors have been in continuous operation for at least five years if: a. There has been no default during the current fiscal year or within the three preceding fiscal years in the payment of principal, interest, or dividends on any security of the issuer, or any predecessor, with a fixed maturity or a fixed interest or dividend provision; and b. The issuer and any predecessors during the past three fiscal years have had average net earnings determined in accordance with generally accepted accounting practices which are applicable to all securities without a fixed maturity or a fixed interest or dividend provision and which: 1. Equal at least five percent of the amount of securities without a fixed maturity or a fixed...
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10A-1-3.42
Section 10A-1-3.42 Form and validity of certificates; enforcement of entity's rights; abbreviations. (a) A certificated ownership interest in a domestic entity may contain an impression of the seal of the entity, if any. A facsimile of the entity's seal may be printed or lithographed on the certificate. (b) If a domestic entity is authorized to issue ownership interests of more than one class or series, each certificate representing ownership interests that is issued by the entity must conspicuously state on the front or back of the certificate: (1) the designations, preferences, limitations, and relative rights of the ownership interests of each class or series to the extent they have been determined and the authority of the governing authority to make those determinations as to subsequent classes or series; or (2) that the information required by subsection (1) is stated in the domestic entity's governing documents and that the domestic entity, on written request to the entity's...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-3.42.htm - 3K - Match Info - Similar pages
7-8-109
Section 7-8-109 Warranties in indirect holding. (a) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that: (1) the entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent has actual authority to act on behalf of the appropriate person; and (2) there is no adverse claim to the security entitlement. (b) A person who delivers a security certificate to a securities intermediary for credit to a securities account or originates an instruction with respect to an uncertificated security directing that the uncertificated security be credited to a securities account makes to the securities intermediary the warranties specified in Section 7-8-108(a) or (b). (c) If a securities intermediary delivers a security certificate to its entitlement holder or causes its entitlement holder to be registered as the owner of an uncertificated security, the securities intermediary makes to the...
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7-9A-203
Section 7-9A-203 Attachment and enforceability of security interest; proceeds; supporting obligations; formal requisites. (a) Attachment. A security interest attaches to collateral when it becomes enforceable against the debtor with respect to the collateral, unless an agreement expressly postpones the time of attachment. (b) Enforceability. Except as otherwise provided in subsections (c) through (i), a security interest is enforceable against the debtor and third parties with respect to the collateral only if: (1) value has been given; (2) the debtor has rights in the collateral or the power to transfer rights in the collateral to a secured party; and (3) one of the following conditions is met: (A) the debtor has authenticated a security agreement that provides a description of the collateral and, if the security interest covers timber to be cut, a description of the land concerned; (B) the collateral is not a certificated security and is in the possession of the secured party under...
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8-6-11
Section 8-6-11 Registration of securities - Exempt transactions. (a) Except as hereinafter in this section expressly provided, Sections 8-6-3 through 8-6-9 shall not apply to any of the following transactions: (1) Any isolated nonissuer transaction, whether effected through a dealer or not; (2) Any nonissuer transaction in an outstanding security by a registered dealer if: a. The issuer has a class of securities subject to registration under Section 12 of the Securities Exchange Act of 1934 and has been subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934 for not less than 180 days before the transaction; or has filed and maintained with the commission for not less than 180 days before the transaction information, in such form as the commission, by rule, specifies, substantially comparable to the information which the issuer would be required to file under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, or the...
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8-6-91
Section 8-6-91 Definitions. In this article, unless the context otherwise requires, the following terms shall have the meanings ascribed to them by this section: (1) BANK. A bank, trust company, national banking association, savings bank, or industrial bank. (2) BROKER. A person, including a bank, lawfully engaged in the business of effecting transactions in securities for the account of others and includes a broker lawfully engaged in buying and selling securities for his own account. (3) ISSUER. A person who places, or authorizes the placing of, his name on a security other than as a transfer agent to evidence that it represents a share, participation, or other interest in his property or in an enterprise or to evidence his duty to perform an obligation evidenced by the security or who becomes responsible for or in place of any such person. (4) PERSON. Such term includes a corporation, government or governmental subdivision or agency, business trust, estate, trust, partnership or...
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7-8-308
Section 7-8-308 (Effective Until January 1, 1997) Indorsement, how made; special indorsement; indorser not a guarantor; partial assignment. (1) An indorsement of a security in registered form is made when an appropriate person signs on it or on a separate document an assignment or transfer of the security or a power to assign or transfer it or when the signature of such person is written without more upon the back of the security. (2) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies the person to whom the security is to be transferred, or who has power to transfer it. A holder may convert a blank indorsement into a special indorsement. (3) "An appropriate person" in subsection (1) means: (a) The person specified by the security or by special indorsement to be entitled to the security; or (b) Where the person so specified is described as a fiduciary but is no longer serving in the described capacity, -...
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8-6-142
Section 8-6-142 Registration - Authorization. A security may be registered in beneficiary form if the form is authorized by this or a similar statute of the state of organization of the issuer or registering entity, the location of the registering entity's principal office, the office of its transfer agent or its office making the registration, or by this or a similar statute of the law of the state listed as the owner's address at the time of registration. A registration governed by the law of a jurisdiction in which this or similar legislation is not in force or was not in force when a registration in beneficiary form was made is nevertheless presumed to be valid and authorized as a matter of contract law. (Acts 1997, No. 97-703, p. 1451, §3.)...
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