10A-4-4.01
Section 10A-4-4.01 Amendments to certificate of formation by administrators and the like. Administrators,
executors, guardians, conservators, or receivers of the estates of shareholders of a domestic
professional corporation who hold all of the outstanding shares of the corporation may amend
the certificate of formation by signing a written consent to the amendment and delivering
the amendment for filing to the Secretary of State. The certificate of amendment shall set
forth, in addition to the information required to be included in the certificate of amendment
by the Alabama Business Corporation Law, a statement that the administrators, executors, guardians,
conservators, or receivers own all the outstanding shares. (Acts 1983, No. 83-514, p. 763,
§15; §10-4-394; amended and renumbered by Act 2009-513, p. 967, §207; Act 2019-94, §2;
Act 2020-73, §10.)...
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10A-4-2.01
Section 10A-4-2.01 Purposes for which professional corporations may be organized. Domestic
professional corporations may be organized under this chapter only for the purpose of rendering
professional services and services ancillary thereto within a single profession, except that
the same professional corporation or nonprofit professional corporation may render medical,
dental, and other health related services; provided that in the case of a professional corporation,
at least one shareholder of the professional corporation is duly licensed to provide each
professional service for which the professional corporation is organized, or, in the case
of a nonprofit professional corporation, all of the professional services rendered by the
corporation are rendered by persons duly licensed to render the professional service. (Acts
1983, No. 83-514, p. 763, §4; Acts 1988, 1st Ex. Sess., No. 88-905, p. 474, §1; §10-4-383;
amended and renumbered by Act 2009-513, p. 967, §203.)...
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10A-4-3.04
Section 10A-4-3.04 Professional relationships; privileged communications. (a) The relationship
between an individual performing professional services as an employee of a professional corporation,
domestic or foreign, and a client or patient shall be the same as if the individual performed
the services as a sole practitioner. (b) The relationship between a professional corporation,
domestic or foreign, performing professional services and the client or patient shall be the
same as between the client or patient and the individual performing the services. (c) Any
privilege applicable to communications between a person rendering professional services and
the person receiving the services recognized under the laws of Alabama, whether statutory
or deriving from common law, shall remain inviolate and shall extend to a professional corporation,
domestic or foreign, and its employees in all cases in which it would be applicable to communications
between an individual rendering the professional...
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10A-2-7.22
Section 10A-2-7.22 Proxies. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY
1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A shareholder may vote his or her
shares in person or by proxy. An electronic transmission must contain or be accompanied by
information from which one can reasonably determine that the shareholder authorized the transmission
and that it is the shareholder who actually votes or corresponds on the transmission. (b)
A shareholder or his or her agent or attorney-in-fact may appoint a proxy to vote or otherwise
act for him or her by signing an appointment form or by means of an electronic transmission.
An electronic transmission must contain or be accompanied by information from which one can
determine that the shareholder, the shareholder's agent, or the shareholder's attorney-in-fact
authorized the transmission. (c) An appointment of a proxy is effective when a signed appointment
form or an electronic transmission of the appointment is...
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10A-2-14.34
Section 10A-2-14.34 Election to purchase in lieu 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) In a proceeding under Section 10A-2-14.30(2) to dissolve a corporation that has no shares
listed on a national securities exchange or regularly traded in a market maintained by one
or more members of a national or affiliated securities association, the corporation may elect
or, if it fails to elect, one or more shareholders may elect to purchase all shares owned
by the petitioning shareholder at the fair value of the shares. 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-2-14.30(2)
or at a later time as the court in its discretion may allow. If...
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10A-4-5.06
Section 10A-4-5.06 Penalty for false statement, etc.; procedure upon failure to answer interrogatories.
(a) Each officer and director of a professional corporation, domestic or foreign, who signs
any articles, statement, report, application, answer to an interrogatory, or other document
filed pursuant to this article with the licensing authority having jurisdiction which is known
to the officer or director to be false in any material respect, shall be deemed to be guilty
of a Class C misdemeanor. (b) If any professional corporation, domestic or foreign, or individual
shall fail to answer interrogatories directed to the professional corporation or to the individual
under Section 10A-4-5.05, the licensing authority which propounded the interrogatories may
seek an order from the circuit court compelling an answer. (Acts 1983, No. 83-514, p. 763,
§22; §10-4-401; amended and renumbered by Act 2009-513, p. 967, §209.)...
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11-65-38
Section 11-65-38 Disqualification due to gambling activities. No person who engages in the
practice of professional gambling on horse races or greyhound races, or in the practice of
making gambling or wagering books on such races, or who knowingly takes any part in such practice,
shall be eligible as an applicant for any horse racing facility license or any operator's
license to conduct horse racing or greyhound racing and pari-mutuel wagering thereon under
the provisions of this chapter, or to be connected with such licensed activities in any capacity,
and any corporation, partnership, or other entity which has an officer, director, stockholder,
partner, or executive or who employs any person who engages in such practices shall likewise
be ineligible as a licensee, and each commission is hereby empowered to inquire into such
matters in entertaining any such application and otherwise in administering this chapter.
(Acts 1984, No. 84-131, p. 159, §38; Acts 1991, No. 91-187, p. 246,...
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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-2-13.03
Section 10A-2-13.03 Dissent by nominees and beneficial owners. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A record shareholder may assert dissenters' rights as to fewer than all of the shares
registered in his or her name only if he or she dissents with respect to all shares beneficially
owned by any one person and notifies the corporation in writing of the name and address of
each person on whose behalf he or she asserts dissenters' rights. The rights of a partial
dissenter under this subsection are determined as if the shares to which he or she dissents
and his or her other shares were registered in the names of different shareholders. (b) A
beneficial shareholder may assert dissenters' rights as to shares held on his or her behalf
only if: (1) He or she submits to the corporation the record shareholder's written consent
to the dissent not later than the time the beneficial shareholder asserts...
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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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