10A-2-13.30
Section 10A-2-13.30 Court action. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If a demand for payment under
Section 10A-2-13.28 remains unsettled, the corporation shall commence a proceeding within
60 days after receiving the payment demand and petition the court to determine the fair value
of the shares and accrued interest. If the corporation does not commence the proceeding within
the 60 day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
(b) The corporation shall commence the proceeding in the circuit court of the county where
the corporation's principal office, or, if none in this state, its registered office, is located.
If the corporation is a foreign corporation without a registered office in this state, it
shall commence the proceeding in the county in this state where the registered office of the
domestic corporation merged with or whose shares were...
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10A-2A-13.30
Section 10A-2A-13.30 Court action. (a) If a stockholder makes demand for payment under Section
10A-2A-13.26 which remains unsettled, the corporation shall commence a proceeding within 60
days after receiving the payment demand and petition the court to determine the fair value
of the stock and accrued interest. If the corporation does not commence the proceeding within
the 60-day period, it shall pay in cash to each stockholder the amount the stockholder demanded
pursuant to Section 10A-2A-13.26 plus interest. (b) The corporation shall commence the proceeding
in the designated court, and if none, the circuit court for the county in which the corporation's
principal office is located in this state, and if none in this state, in the circuit court
for the county in which the corporation's most recent registered office is located. (c) The
corporation shall make all stockholders (regardless of whether they are residents of this
state) whose demands remain unsettled parties to the proceeding...
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10A-4-3.02
Section 10A-4-3.02 Death or disqualification of shareholder. (a) Upon the death of a shareholder
of a domestic professional corporation, or if a shareholder of a domestic professional corporation
becomes a disqualified person, or if shares of a domestic professional corporation are transferred
by operation of law or court decree to a disqualified person, the shares of the deceased shareholder
or of the disqualified person may be transferred to a qualified person and, if not so transferred,
shall be purchased or redeemed by the domestic professional corporation to the extent of funds
which may be legally made available for the purchase. (b) If the price for the shares is not
fixed by the governing documents of the domestic professional corporation or by private agreement,
the domestic professional corporation, within six months after the death or 30 days after
the disqualification or transfer, as the case may be, shall make a written offer to pay for
the shares at a specified price...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-4-3.02.htm - 7K - Match Info - Similar pages

27-28-2
Section 27-28-2 Plan for exchange of stock, etc., between domestic stock insurer and holding
company - Procedure for exchange. A plan of exchange shall be adopted and become effective
in the following manner: (1) APPROVAL OF THE BOARDS OF DIRECTORS. - The boards of directors
of each corporate party to the plan of exchange by resolution shall adopt the plan of exchange
which shall set forth the terms and conditions of the exchange and the mode of carrying the
same into effect and such other provisions with respect to the exchange as may be deemed necessary
or desirable. (2) APPROVAL OF COMMISSIONER. - Every plan of exchange, before being submitted
to vote of the stockholders pursuant to subdivision (3) of this section, shall be submitted
for approval to the commissioner in accordance with the following procedure: a. After the
approval required by subdivision (1) of this section is obtained, the domestic company shall
submit to the commissioner three copies of the plan of exchange and...
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40-2A-7
Section 40-2A-7 Uniform revenue procedures. (a) Maintenance of records; audit and subpoena
authority; authority to issue regulations. (1) In addition to all other recordkeeping requirements
otherwise set out in this title, taxpayers shall keep and maintain an accurate and complete
set of records, books, and other information sufficient to allow the department to determine
the correct amount of value or correct amount of any tax, license, permit, or fee administered
by the department, or other records or information as may be necessary for the proper administration
of any matters under the jurisdiction of the department. The books, records, and other information
shall be open and available for inspection by the department upon request at a reasonable
time and location. (2) The department may examine and audit the records, books, or other relevant
information maintained by any taxpayer or other person for the purpose of computing and determining
the correct amount of value or correct...
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10A-2-13.25
Section 10A-2-13.25 Offer of payment. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) As soon as the proposed corporate
action is taken, or upon receipt of a payment demand, the corporation shall offer to pay each
dissenter who complied with Section 10A-2-13.23 the amount the corporation estimates to be
the fair value of his or her shares, plus accrued interest. (b) The offer of payment must
be accompanied by: (1) The corporation's balance sheet as of the end of a fiscal year ending
not more than 16 months before the date of the offer, an income statement for that year, and
the latest available interim financial statements, if any; (2) A statement of the corporation's
estimate of the fair value of the shares; (3) An explanation of how the interest was calculated;
(4) A statement of the dissenter's right to demand payment under Section 10A-2-13.28; and
(5) A copy of this article. (c) Each dissenter who agrees...
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10A-2-13.01
Section 10A-2-13.01 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (1) "Corporate action"
means the filing of articles of merger or share exchange by the judge of probate or Secretary
of State, or other action giving legal effect to a transaction that is the subject of dissenters'
rights. (2) "Corporation" means the issuer of shares held by a dissenter before
the corporate action, or the surviving or acquiring corporation by merger or share exchange
of that issuer. (3) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under Section 10A-2-13.02 and who exercises that right when and in the manner
required by Sections 10A-2-13.20 through 10A-2-13.28. (4) "Fair Value," with respect
to a dissenter's shares, means the value of the shares immediately before the effectuation
of the corporate action to which the dissenter objects, excluding any appreciation or depreciation
in...
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10A-2A-14.14
Section 10A-2A-14.14 Election to purchase in lieu of dissolution. (a) In a proceeding under
Section 10A-2A-14.10(a)(2) to dissolve a corporation, the corporation may elect or, if it
fails to elect, one or more stockholders may elect to purchase all stock owned by the petitioning
stockholder at the fair value of the stock. An election pursuant to this section shall be
irrevocable unless the court determines that it is equitable to set aside or modify the election.
(b) An election to purchase pursuant to this section may be filed with the court at any time
within 90 days after the filing of the petition under Section 10A-2A-14.10(a)(2) or at a later
time as the court in its discretion may allow. If the election to purchase is filed by one
or more stockholders, the corporation shall, within 10 days thereafter, give written notice
to all stockholders, other than the petitioner. The notice must state the name and number
of shares of stock owned by the petitioner and the name and number of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-14.14.htm - 5K - Match Info - Similar pages

10A-5A-8.02
Section 10A-5A-8.02 Death or disqualification of member. (a) In the case of a limited liability
company performing professional services, upon the death of a member, upon a member becoming
a disqualified person, or upon a transferable interest being transferred by operation of law
or court decree to a disqualified person, the transferable interest of the deceased member
or of the disqualified person may be transferred to a qualified person and, if not so transferred,
subject to Section 10A-5A-4.06, shall be purchased by the limited liability company as provided
in this section. (b) If the price of the transferable interest is not fixed by the limited
liability company agreement, the limited liability company, within six months after the death
or 30 days after the disqualification or transfer, as the case may be, shall make a written
offer to pay to the holder of the transferable interest a specified price deemed by the limited
liability company to be the fair value of the transferable...
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10A-8A-10.03
Section 10A-8A-10.03 Death or disqualification of partner. (a) In the case of a limited liability
partnership performing professional services, upon the death of a partner, upon a partner
becoming a disqualified person, or upon a transferable interest being transferred by operation
of law or court decree to a disqualified person, the transferable interest of the deceased
partner or of the disqualified person may be transferred to a qualified person and, if not
so transferred, subject to Section 10A-8A-4.09, shall be purchased by the limited liability
partnership as provided in this section. (b) If the price of the transferable interest is
not fixed by the partnership agreement, the limited liability partnership, within six months
after the death or 30 days after the disqualification or transfer, as the case may be, shall
make a written offer to pay to the holder of the transferable interest a specified price deemed
by the limited liability partnership to be the fair value of the...
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