10A-2-17.02
Section 10A-2-17.02 Application to qualified foreign corporations. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A foreign corporation authorized to transact business in this state on the effective date of this title is subject to this chapter but is not required to renew its registration to transact business hereunder. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-17.02; amended and renumbered by Act 2009-513, p. 967, §165.)...
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27-7-7
Section 27-7-7 Licenses - Application - Generally; fees. Repealed by Act 2001-702, p. 1509, § 6, effective January 1, 2002. (a) The commissioner shall not issue any license except upon application therefor as in this chapter provided. Each applicant for a license shall file annually with the commissioner his written application therefor signed by him and showing: (1) His name, age and place of residence; (2) The kinds of insurance to be transacted under the license and the insurer or insurers he proposes so to represent; (3) The person, firm or corporation by whom he expects to be employed or associated with as such licensee and his status as an officer or representative thereof; (4) Whether he proposes to write or solicit insurance of his own risks and interest, or those of his relatives, any firm or corporation in which he is financially interested or connected, directly or indirectly, or of his employer; (5) A short business history of the applicant and the name and nature of any...
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10A-2-1.20
Section 10A-2-1.20 Filing instruments. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A filing instrument under this chapter must satisfy the requirements of Article 4 of Chapter 1, and must be signed: (1) By the chair of the board of directors of the domestic or foreign business corporation, by its president, or by another of its officers; (2) If directors have not been selected or the corporation has not been formed, by an incorporator; or (3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (b) The person executing the instrument shall sign it and state beneath or opposite his or her signature in English letters, his or her name, and the capacity in which he or she signs. The instrument may but need not contain: (1) the corporate seal, (2) an attestation by the secretary or an assistant secretary, or (3) an acknowledgement, verification, or...
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10A-2-12.02
Section 10A-2-12.02 Sale of assets other than in regular course of business. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Subject to the limitations of the Constitution of Alabama of 1901, as the same may be amended from time to time, a corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without the good will, otherwise than in the usual and regular course of business on the terms and conditions and for the consideration determined by the corporation's board of directors, if the board of directors proposes and its shareholders approve the proposed transaction. (b) For a transaction to be authorized: (1) The board of directors must recommend the proposed transaction to the shareholders unless the board of directors determines that because of a conflict of interest or other special circumstances it should make no recommendation and communicates...
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10A-2-13.02
Section 10A-2-13.02 Right to dissent. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A shareholder is entitled to dissent from, and obtain payment of the fair value of his or her shares in the event of, any of the following corporate actions: (1) Consummation of a plan of merger to which the corporation is a party (i) if shareholder approval is required for the merger by Section 10A-2-11.03 or the articles of incorporation and the shareholder is entitled to vote on the merger or (ii) if the corporation is a subsidiary that is merged with its parent under Section 10A-2-11.04; (2) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan; (3) Consummation of a sale or exchange by all, or substantially all, of the property of the corporation other than in the usual and regular course of...
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10A-2-14.01
Section 10A-2-14.01 Dissolution by incorporators or initial directors REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering for filing to the judge of probate articles of dissolution that set forth: (1) The name of the corporation; (2) The date of its incorporation; (3) Either (i) that none of the corporation's shares has been issued or (ii) that the corporation has not commenced business; (4) That no debt of the corporation remains unpaid; (5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and (6) That a majority of the incorporators or initial directors authorized the dissolution. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.01; amended and renumbered by Act...
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10A-2-14.22
Section 10A-2-14.22 Reinstatement following administrative dissolution. 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 administratively dissolved under Section 10A-2-14.21 may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution. The application must: (1) Recite the name and address of the corporation and the effective date of its administrative dissolution; (2) State that the ground or grounds for dissolution either did not exist or have been eliminated; (3) State that the corporation's name satisfies the requirements of Sections 10A-1-5.03 and 10A-1-5.04; and (4) Contain a certificate from the Department of Revenue reciting that all taxes owed by the corporation have been paid. (b) If the Secretary of State determines that the application contains the information required by subsection (a) and that the information is correct, he or she...
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10A-2-14.21
Section 10A-2-14.21 Procedure for and effect of administrative 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 the Secretary of State determines that one or more grounds exist under Section 10A-2-14.20 for dissolving a corporation, he or she shall serve the corporation with written notice of his or her determination under Section 10A-1-5.31(b), 10A-1-5.35, or 10A-1-5.36. (b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after service of the notice is perfected under Section 10A-1-5.31(b), 10A-1-5.35, or 10A-1-5.36, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State...
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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-2-14.32
Section 10A-2-14.32 Receivership or custodianship. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located. (b) The court may appoint an individual, domestic or foreign corporation, authorized to transact business in this state, or other entity as receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. (c) The court shall...
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