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10A-3-7.08
Section 10A-3-7.08 Involuntary dissolution - Procedure; notification to Attorney General. The
Secretary of State shall certify to the Attorney General, from time to time, the names of
all nonprofit corporations which have given cause for dissolution as provided in this chapter,
together with the facts pertinent thereto. Whenever the Secretary of State shall certify the
name of a nonprofit corporation to the Attorney General as having given any cause for dissolution,
the Secretary of State shall concurrently mail to the nonprofit corporation at its registered
office a notice that the certification has been made. Upon the receipt of the certification,
the Attorney General shall, no sooner than 30 days nor more than 90 days after the receipt,
file an action in the name of the State of Alabama against the nonprofit corporation for its
dissolution. If, before an action is filed, the nonprofit corporation shall appoint or maintain
a registered agent as provided in this title, or shall file...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-7.08.htm - 1K - Match Info - Similar pages
10A-3-7.09
Section 10A-3-7.09 Involuntary dissolution - Venue and service of process. Every action for
the involuntary dissolution of a nonprofit corporation shall be commenced by the Attorney
General in the circuit court for the county in which the nonprofit 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 nonprofit corporation's most recent registered office is located. Summons shall
issue and be served as in other civil actions. If process is returned not found, the Attorney
General shall cause publication to be made as in other civil cases in some newspaper published
in the county in which the nonprofit corporation's principal office is located in this state,
and if none in this state, in the county in which the nonprofit corporation's most recent
registered office is located, containing a notice of the pendency of the action, the title
of the court, the title of the action, and the date on or after which...
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10A-3-7.07
Section 10A-3-7.07 Involuntary dissolution - Grounds. A nonprofit corporation may be dissolved
involuntarily by an order of the circuit court of the county in which the principal office
of the nonprofit corporation in this state is located, and if none is located in this state,
the circuit court for the county in which the most recent registered office of the nonprofit
corporation is located in an action filed by the Attorney General when it is established that:
(1) The nonprofit corporation procured its certificate of formation through fraud; (2) The
nonprofit corporation has continued to exceed or abuse the authority conferred upon it by
law; (3) The nonprofit corporation has failed for 90 days to appoint and maintain a registered
agent in Alabama; or (4) The nonprofit corporation has failed for 90 days after change of
its registered agent to file in the office of the Secretary of State a statement of the change.
(Acts 1984, No. 84-290, p. 502, §54; §10-3A-146; amended and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-7.07.htm - 1K - Match Info - Similar pages
10A-3-7.10
Section 10A-3-7.10 Liquidation - Jurisdiction of court to liquidate assets and affairs of corporation.
(a) The circuit court of the county in which the nonprofit corporation's principal office
is located in this state, and if none in this state, the circuit court for the county in which
the nonprofit corporation's most recent registered office is located shall have full power
to liquidate the assets and affairs of a nonprofit corporation: (1) In an action by a member
or director when it is established: a. That the directors are deadlocked in the management
of the corporate affairs and that irreparable injury to the nonprofit corporation is being
suffered or is threatened by reason thereof, and either that the members are unable to break
the deadlock or there are no members having voting rights; b. That the acts of the directors
or those in control of the nonprofit corporation are illegal, oppressive, or fraudulent; c.
That the members entitled to vote in the election of directors are...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-7.10.htm - 2K - 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-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
15-18-179
Section 15-18-179 Application for incorporation; certificate of incorporation; amendment; board
of directors; dissolution; funding; competitive bidding laws not applicable. (a) A public
corporation may be organized as a community punishment and corrections authority pursuant
to this article in any county or group of counties located in one or more judicial circuits.
In order to incorporate the public corporation, any number of natural persons, not less than
three, who are duly qualified electors of a proposed county or counties shall first file a
written application with the county commission or any two or more thereof. The application
shall contain all of the following: (1) The names of each county commission with which the
application is filed. (2) A statement that the applicants propose to incorporate an authority
pursuant to this article. (3) The proposed location of the principal office of the authority.
(4) A statement that each of the applicants is a duly qualified elector of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/15-18-179.htm - 14K - 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
40-29-22
Section 40-29-22 Lien for taxes - Validity and priority against certain persons. (a) Purchasers,
holders of security interests, mechanic's lienors, and judgment lien creditors. The lien imposed
by Section 40-29-20 shall not be valid as against any purchaser, holder of a security interest,
mechanic's lienor, or judgment lien creditor until notice thereof which meets the requirements
of subsection (f) has been filed by the Commissioner of Revenue or his delegate, and shall
not be perfected as against any purchaser, holder of a security interest, mechanic's lienor,
or judgment lien creditor until the date such notice is filed. (b) Protection for certain
interest even though notice filed. Even though notice of a lien imposed by Section 40-29-20
has been filed, such lien shall not be valid: (1) SECURITIES. With respect to a security (as
defined in subsection (g)(4)): a. As against a purchaser of such security who at the time
of purchase did not have actual notice or knowledge of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-29-22.htm - 17K - Match Info - Similar pages
10A-2A-14.11
Section 10A-2A-14.11 Procedure for judicial dissolution. (a) Venue for a proceeding by the
attorney general to dissolve a corporation lies in 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.
Venue for a proceeding brought by any other party named in Section 10A-2A-14.10(a) lies in
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. (b) It is not necessary to make stockholders 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 during the proceeding with all powers and...
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