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8-6-79
Section 8-6-79 (Repealed effective January 1, 1997) Liability of corporation or transfer agent.
A corporation or transfer agent incurs no liability to any person by making a transfer or
otherwise acting in a manner authorized by this article. (Acts 1961, No. 1016, p. 1593, §6.)...
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8-6-77
Section 8-6-77 (Repealed effective January 1, 1997) Adverse claims. (a) A person asserting
a claim of beneficial interest adverse to the transfer of a security pursuant to an assignment
by a fiduciary may give the corporation or transfer agent written notice of the claim. The
corporation or transfer agent is not put on notice unless the written notice identifies the
claimant, the registered owner, and the issue of which the security is a part, provides an
address for communications directed to the claimant, and is received before the transfer.
Nothing in this article relieves the corporation or transfer agent of any liability for making
or refusing to make the transfer after it is so put on notice, unless it proceeds in the manner
authorized in subsection (b) of this section. (b) As soon as practicable after the presentation
of a security for transfer pursuant to an assignment by a fiduciary, a corporation or transfer
agent which has received notice of a claim of beneficial interest...
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8-6-71
Section 8-6-71 (Repealed effective January 1, 1997) Definitions. For the purposes of this article,
unless the context otherwise requires, the following terms shall have the meanings respectively
ascribed to them by this section: Assignment. Such term includes any written stock power,
bond power, bill of sale, deed, declaration of trust, or other instrument of transfer. Claim
of beneficial interest. Such term includes a claim of any interest by a decedent's legatee,
distributee, heir or creditor, a beneficiary under a trust, a ward, a beneficial owner of
a security registered in the name of a nominee or a minor owner of a security registered in
the name of a custodian, or a claim of any similar interest whether the claim is asserted
by the claimant, a fiduciary, or by any other authorized person on his behalf and includes
a claim that the transfer would be in breach of fiduciary duties. Corporation. A private or
public corporation, association, or trust issuing a security. Fiduciary. An...
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8-6-78
Section 8-6-78 (Repealed effective January 1, 1997) Nonliability of third persons. (a) No person
who participates in the acquisition, disposition, assignment, or transfer of a security by
or to a fiduciary, including a person who guarantees the signature of the fiduciary, is liable
for participation in any breach of fiduciary duty by reason of failure to inquire whether
the transaction involves such a breach unless it is shown that he acted with actual knowledge
that the proceeds of the transaction were being, or were to be, used wrongfully for the individual
benefit of the fiduciary or that the transaction was otherwise in breach of duty. (b) If a
corporation, or transfer agent, makes a transfer pursuant to an assignment by a fiduciary,
a person who guaranteed the signature of the fiduciary is not liable on the guarantee to any
person to whom the corporation or transfer agent, by reason of this article, incurs no liability.
(c) This section does not impose any liability upon the...
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10A-2-1.40
Section 10A-2-1.40 Definitions applicable to business corporations. In this chapter: REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (1) "Articles of incorporation" include amended and restated articles
of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate
of incorporation, including any amended certificate, and also include, except where the context
otherwise requires, articles of merger. The term "articles of incorporations" as
used in this chapter is synonymous with the term "certificate of formation" employed
in Chapter 1. (2) "Authorized shares" means the shares of all classes a domestic
or foreign business corporation is authorized to issue. (3) "Corporation" or "domestic
corporation" means a business corporation, which is not a foreign corporation, incorporated
under or subject to the provisions of this chapter. (4) "Distribution" means a direct
or indirect...
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10A-2-7.32
Section 10A-2-7.32 Shareholder agreements. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) An agreement among
the shareholders of a corporation that complies with this section is effective among the shareholders
and the corporation even though it is inconsistent with one or more provisions of this chapter
in that it: (1) Eliminates the authority of the board of directors or restricts the discretion
or powers of the board of directors; (2) Governs the authorization or making of distributions
whether or not in proportion to ownership of shares, subject to the limitations in Section
10A-2-6.40; (3) Establishes who shall be directors or officers of the corporation, or their
terms of office or manner of selection or removal; (4) Governs, in general or in regard to
specific matters, the exercise or division of voting power by or between the shareholders
and directors or by or among any of them, including use of...
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10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise requires,
the following terms mean: (1) AFFILIATE. A person who controls, is controlled by, or is under
common control with another person. An affiliate of an individual includes the spouse, or
a parent or sibling thereof, of the individual, or a child, grandchild, sibling, parent, or
spouse of any thereof, of the individual, or an individual having the same home as the individual,
or a trust or estate of which an individual specified in this sentence is a substantial beneficiary;
a trust, estate, incompetent, conservatee, protected person, or minor of which the individual
is a fiduciary; or an entity of which the individual is director, general partner, agent,
employee or the governing authority or member of the governing authority. (2) ASSOCIATE. When
used to indicate a relationship with: (A) a domestic or foreign entity for which the person
is: (i) an officer or governing person; or (ii) a beneficial...
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8-6-75
Section 8-6-75 (Repealed effective January 1, 1997) Assignment by fiduciary. Except as otherwise
provided in this article, a corporation or transfer agent making a transfer of a security
pursuant to an assignment by a fiduciary may: Assume without inquiry that the assignment,
even though to the fiduciary himself or to his nominee, is within his authority and capacity
and is not in breach of his fiduciary duties; Assume without inquiry that the fiduciary has
complied with any controlling instrument and with the law of the jurisdiction governing the
fiduciary relationship, including any law requiring the fiduciary to obtain court approval
of the transfer; and Not be charged with notice of, and is not bound to obtain or examine
any court record or any recorded or unrecorded document relating to, the fiduciary relationship
or the assignment even though the record or document is in its possession. (Acts 1961, No.
1016, p. 1593, §3.)...
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10A-2-6.22
Section 10A-2-6.22 Liability of shareholders and subscribers. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A purchaser from a corporation of its own shares is not liable to the corporation or its
creditors with respect to the shares except to pay the consideration for which the shares
were authorized to be issued or specified in the subscription agreement. (b) Neither a subscriber
nor a shareholder of a corporation is personally liable for the acts or debts of the corporation.
(c) A corporation may have a lien on the shares of its shareholders for any debt or liability
incurred to it by the shareholders before notice or transfer of or levy on the shares, if
the right to a lien is provided for in the articles of incorporation and is recited conspicuously
on its certificates for shares of stock. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.22;
amended and renumbered by Act 2009-513, p. 967, §100.)...
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10A-2-14.05
Section 10A-2-14.05 Effect 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) A dissolved corporation
continues its corporate existence but may not carry on any business except that appropriate
to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2)
Disposing of its properties that will not be distributed in kind to its shareholders; (3)
Discharging or making provision for discharging its liabilities; (4) Distributing its remaining
property among its shareholders according to their interests; and (5) Doing every other act
necessary to wind up and liquidate its business and affairs. (b) Dissolution of a corporation
does not: (1) Alter the limited liability status of its subscribers and shareholders under
Section 10A-2-6.22, except as provided in Section 10A-1-9.22(d)(2) with respect to assets
distributed to a shareholder in liquidation; (2) Transfer title to...
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