10A-2A-14.05
Section 10A-2A-14.05 Effect of dissolution. (a) A dissolved corporation continues its existence as a corporation but may not carry on any business except as is 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 stockholders; (3) discharging or making provisions for discharging its liabilities; (4) distributing its remaining property among its stockholders according to their interests; and (5) doing every other act necessary to wind up and liquidate its business and affairs. (b) In winding up its business and affairs, a corporation may: (1) preserve the corporation's business and affairs and property as a going concern for a reasonable time; (2) prosecute, defend, or settle actions or proceedings whether civil, criminal, or administrative; (3) transfer the corporation's assets; (4) resolve disputes by mediation or arbitration; (5) merge or convert in accordance with...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-14.05.htm - 2K - Match Info - Similar pages
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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-14.05.htm - 2K - Match Info - Similar pages
10A-2A-2.02
Section 10A-2A-2.02 Certificate of incorporation. Notwithstanding Section 10A-1-3.05: (a) The certificate of incorporation must set forth: (1) a corporate name for the corporation that satisfies the requirements of Article 5 of Chapter 1; (2) the number of shares of stock the corporation is authorized to issue; (3) the street and mailing addresses of the corporation's initial registered office, the county within this state in which the street and mailing address is located, and the name of the corporation's initial registered agent at that office as required by Article 5 of Chapter 1; and (4) the name and address of each incorporator. (b) The certificate of incorporation may set forth: (1) the names and addresses of the individuals who are to serve as the initial directors; (2) provisions not inconsistent with law regarding: (i) the purpose or purposes for which the corporation is organized; (ii) managing the business and regulating the affairs of the corporation; (iii) defining,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-2.02.htm - 4K - Match Info - Similar pages
37-11A-1
Section 37-11A-1 Execution and text of compact. The Governor, on behalf of this state, shall execute a compact, in substantially the following form, with the State of Mississippi, and the Legislature approves and ratifies the compact in the form substantially as follows: Northeast Mississippi - Northwest Alabama Railroad Authority Compact. The contracting states solemnly agree: Article I. The purpose of this compact is to promote and develop trade, commerce, industry, and employment opportunities for the public good and welfare in northeast Mississippi and northwest Alabama through the establishment of a joint interstate authority to acquire certain railroad properties and facilities which the operator thereof has notified the Interstate Commerce Commission of an intention to abandon and which are located in any of Franklin, Marion, or Winston Counties, Alabama or in Alcorn or Tishomingo Counties, Mississippi. Article II. This compact shall become effective immediately as to the State...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-11A-1.htm - 33K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.01.htm - 18K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.40.htm - 13K - Match Info - Similar pages
10A-2A-14.10
Section 10A-2A-14.10 Grounds for judicial dissolution. (a) The circuit court for the county in which the corporation's principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation's most recent registered office is located may dissolve a corporation: (1) in a proceeding by the Attorney General if it is established that: (i) the corporation obtained its certificate of incorporation through fraud; or (ii) the corporation has continued to exceed or abuse the authority conferred upon it by law; (2) in a proceeding by a stockholder if it is established that: (i) the directors are deadlocked in the management of the corporate affairs, the stockholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the stockholders generally, because of the deadlock; (ii) the directors or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-14.10.htm - 3K - Match Info - Similar pages
11-47-218
Section 11-47-218 Powers of authorities generally; location of projects; exercise of power of eminent domain. (a) In addition to all other powers at any time conferred on it by law, and subject to any express provisions of its certificate of incorporation to the contrary, an authority shall have the following lawful powers, together with all powers incidental thereto or necessary to discharge thereof in the corporate form: (1) To have succession by its corporate name in perpetuity or for the duration specified in its certificate of incorporation. (2) To sue and be sued in its own name in civil actions and to defend actions against it. (3) To adopt and make use of a corporate seal and to alter the same at pleasure. (4) To adopt, alter, and repeal bylaws, regulations, and rules, not inconsistent with this article or its certificate of incorporation, for the regulation and conduct of the affairs and business of the authority. (5) To acquire, receive, take, and hold, whether by purchase,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-47-218.htm - 12K - Match Info - Similar pages
10A-2A-16.02
Section 10A-2A-16.02 Inspection rights of stockholders. (a) A stockholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in Section 10A-2A-16.01(a), excluding minutes of meetings of, and records of actions taken without a meeting by, the corporation's board of directors and board committees established under Section 10A-2A-8.25, if the stockholder gives the corporation a signed written notice of the stockholder's demand at least five business days before the date on which the stockholder wishes to inspect and copy. (b) A stockholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the stockholder meets the requirements of subsection (c) and gives the corporation a signed written notice of the stockholder's demand at least five...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-16.02.htm - 6K - Match Info - Similar pages
2-6-105
Section 2-6-105 Public corporation - Powers. The corporation shall have the following powers, as well as the other powers specified in this article: (1) To have succession by its corporate name until dissolved as provided in this article. (2) To sue and be sued and to prosecute and defend, at law or in equity, in any court that may have jurisdiction of the subject matter and of the parties. (3) To have and use a corporate seal and to alter the seal at pleasure. (4) To make and alter all needful bylaws and rules for the transaction of the corporation's business and the control of its property and affairs. (5) To enter into agreements of any nature with any public or private entity regarding the construction, renovation, restoration, improvement, maintenance, management, or operation of the project or any properties or facilities constituting a part of the project. (6) To take all actions and enter into all agreements necessary or appropriate to complete the project work. (7) To acquire,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/2-6-105.htm - 2K - Match Info - Similar pages
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