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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 In this chapter: REPEALED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-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03, as used in this
chapter, unless otherwise specified or unless the context otherwise requires, the following
terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all classes and
series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL STOCKHOLDER
means a person who owns the beneficial interest in stock, which is either a record stockholder
or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any other
documents permitted or required to be delivered for filing by a corporation with the Secretary
of State under this chapter or Chapter 1 that modify, amend, supplement, restate, or replace
the certificate of incorporation. After an amendment of the certificate...
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25-4-10
Section 25-4-10 Employment. (a) Subject to other provisions of this chapter, "employment"
means: (1) Any service performed prior to January 1, 1978, which was employment as defined
in this section prior to such date and, subject to the other provisions of this section, services
performed for remuneration after December 31, 1977, including service in interstate commerce,
by: a. Any officer of a corporation; or b. Any individual who, under the usual common law
rules applicable in determining the employer-employee relationship, has the status of an employee;
or c. Any individual other than an individual who is an employee under paragraphs a. or b.
of this subdivision (1) who performs services for remuneration for any person: 1. As an agent-driver
or commission-driver engaged in distributing meat products, bakery products, beverages (other
than milk) or laundry or dry cleaning services for a principal; 2. As a traveling or city
salesman engaged upon a full-time basis in the solicitation on...
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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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40-14A-22
Section 40-14A-22 Levy and amount of tax. (a) Levy of tax. There is hereby levied an annual
privilege tax on every corporation, limited liability entity, and disregarded entity doing
business in Alabama, or organized, incorporated, qualified, or registered under the laws of
Alabama. The tax shall accrue as of January 1 of every taxable year, or in the case of a taxpayer
organized, incorporated, qualified, or registered during the year, or doing business in Alabama
for the first time, as of the date the taxpayer is organized, incorporated, registered, or
qualifies to do business, or begins to do business in Alabama, as the case may be. The taxpayer
shall be liable for the tax levied by this article for each year beginning before the taxpayer
has been dissolved or otherwise ceased to exist or has withdrawn or forfeited its qualification
to do business in Alabama. The amount of the tax due shall be determined by multiplying the
taxpayer's net worth in Alabama by the rate determined in...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
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40-23-4
Section 40-23-4 Exemptions. (a) There are exempted from the provisions of this division and
from the computation of the amount of the tax levied, assessed, or payable under this division
the following: (1) The gross proceeds of the sales of lubricating oil and gasoline as defined
in Sections 40-17-30 and 40-17-170 and the gross proceeds from those sales of lubricating
oil destined for out-of-state use which are transacted in a manner whereby an out-of-state
purchaser takes delivery of such oil at a distributor's plant within this state and transports
it out-of-state, which are otherwise taxed. (2) The gross proceeds of the sale, or sales,
of fertilizer when used for agricultural purposes. The word "fertilizer" shall not
be construed to include cottonseed meal, when not in combination with other materials. (3)
The gross proceeds of the sale, or sales, of seeds for planting purposes and baby chicks and
poults. Nothing herein shall be construed to exempt or exclude from the computation of...
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10A-4-4.02
Section 10A-4-4.02 Merger and conversion. (a) A domestic professional corporation may convert
to or merge with another corporation, professional corporation, or another type of entity,
domestic or foreign, under the Alabama Business Corporation Law, or may merge with or convert
to another type of entity as permitted by Article 8 of Chapter 1. Upon the merger, consolidation,
or conversion, if the surviving or new corporation or converted entity, as the case may be,
is to render professional services in Alabama, it shall comply with the provisions of this
chapter. (b) An unincorporated professional association organized under Article 1 of Chapter
30 may merge or consolidate with a professional corporation organized under this chapter.
In the merger, the procedure specified in the Alabama Business Corporation Law shall apply,
provided that: (1) The surviving corporation shall be a domestic professional corporation,
(2) The following terms, when used in the Alabama Business Corporation Law...
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5-13B-41
Section 5-13B-41 Definitions. For purposes of this article: (a) The term "bank" means
any bank as defined in: Section 2(c) of the Bank Holding Company Act (12 U.S.C. §1841(c));
Section 3(a)(1) of the Federal Deposit Insurance Act (12 U.S.C. §1813(a)(1)), other than
a branch of a foreign bank; or, as the context may require, in Chapter 5A, Title 5. The term
"bank" as used in this article shall not in any event include a foreign bank or
a branch or agency of a foreign bank. (b) The term "foreign bank" means any company
organized under the laws of a foreign country, a territory of the United States, Puerto Rico,
Guam, American Samoa, or the Virgin Islands, that engages directly in the business of banking.
The term includes foreign commercial banks, foreign merchant banks, and other foreign institutions
that engage in banking activities usual in connection with the business of banking in the
countries where such foreign institutions are organized or operating. (c) The term "out-of-state...
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40-18-166
Section 40-18-166 "Accumulated adjustments account" defined; application generally;
"S period" defined; applicability of subdivision (c)(1) of Section 40-18-165 to
certain distributions; "affected shareholder" defined. (a)(1) Except as provided
in subsection (b), for purposes of this article, the term "accumulated adjustments account"
means an account of the Alabama S corporation which is adjusted for the S period in a manner
similar to the adjustments under Section 40-18-164 hereof including subdivision (4) of subsection
(c), except that no adjustment shall be made for income and related expenses which are exempt
from tax under this chapter and the phrase "but not below zero" shall be disregarded
in Section 40-18-164(c)(2)a. (2) In the case of any redemption which is treated as an exchange
under Section 40-18-36, the adjustment in the accumulated adjustments account shall be an
amount which bears the same ratio to the balance in the account as the number of shares redeemed
in such...
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