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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-d/section-10a-2-8-44/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division D - Officers.›Section 10A-2-8.44 - Contract Rights of Officers.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division D - Officers. › Section 10A-2-8.44 - Contract Rights of Officers.
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Section 10A-2-8.44
Contract rights of officers.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The appointment of an officer does not itself create contract rights.
(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the officer's contract rights, if any, with the corporation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.44; amended and renumbered by Act 2009-513, p. 967, §122.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-e/section-10a-2-8-50/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division E - Indemnification.›Section 10A-2-8.50 - Definitions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division E - Indemnification. › Section 10A-2-8.50 - Definitions.
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Section 10A-2-8.50
Definitions.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
In this division:
(1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.
(2) "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if his or her duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director.
(3) "Expenses" include counsel fees.
(4) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.
(5) "Official capacity" means (i) when used with respect to a director, the office of director in a corporation; and (ii) when used with respect to an individual other than a director, as contemplated in Section 10A-2-8.56, the office in a corporation held by an officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise.
(6) "Party" includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.50; amended and renumbered by Act 2009-513, p. 967, §124.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-e/section-10a-2-8-51/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division E - Indemnification.›Section 10A-2-8.51 - Authority to Indemnify.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division E - Indemnification. › Section 10A-2-8.51 - Authority to Indemnify.
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Section 10A-2-8.51
Authority to indemnify.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Except as provided in subsection (d), a corporation may indemnify an individual made a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if:
(1) The individual conducted himself or herself in good faith; and
(2) The individual reasonably believed:
(i) In the case of conduct in his or her official capacity with the corporation, that the conduct was in its best interests; and
(ii) In all other cases, that the conduct was at least not opposed to its best interests; and
(3) In the case of any criminal proceeding, the individual had no reasonable cause to believe his or her conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for a purpose he or she reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(2)(ii).
(c) The termination of a proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.
(d) A corporation may not indemnify a director under this section:
(1) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or
(2) In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his or her official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by him or her.
(e) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.51; amended and renumbered by Act 2009-513, p. 967, §124.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-e/section-10a-2-8-52/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division E - Indemnification.›Section 10A-2-8.52 - Mandatory Indemnification.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division E - Indemnification. › Section 10A-2-8.52 - Mandatory Indemnification.
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Section 10A-2-8.52
Mandatory indemnification.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
A corporation shall indemnify a director who was successful, on the merits or otherwise, in the defense of any proceeding, or of any claim, issue or matter in the proceeding, where he or she was a party because he or she is or was a director of the corporation, against reasonable expenses incurred in connection therewith, notwithstanding that he or she was not successful on any other claim, issue or matter in any proceeding.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.52; amended and renumbered by Act 2009-513, p. 967, §124.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-e/section-10a-2-8-53/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division E - Indemnification.›Section 10A-2-8.53 - Advance for Expenses.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division E - Indemnification. › Section 10A-2-8.53 - Advance for Expenses.
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Section 10A-2-8.53
Advance for expenses.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:
(1) The director furnishes the corporation a written affirmation of good faith belief that he or she has met the standard of conduct described in Section 10A-2-8.51;
(2) The director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct, or is not otherwise entitled to indemnification under Section 10A-2-8.51(d), unless indemnification is approved by the court under Section 10A-2-8.54;
(3) A determination is made that the facts then known to those making the determination would not preclude indemnification under this division.
(b) The undertaking required by subsection (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
(c) Determinations and authorizations of payments under this section shall be made in the manner specified in Section 10A-2-8.55.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.53; amended and renumbered by Act 2009-513, p. 967, §124.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-e/section-10a-2-8-54/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division E - Indemnification.›Section 10A-2-8.54 - Court-Ordered Indemnification.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division E - Indemnification. › Section 10A-2-8.54 - Court-Ordered Indemnification.
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Section 10A-2-8.54
Court-ordered indemnification.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
A director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding, or may file an action therefor in another court of competent jurisdiction if the court has jurisdiction over the corporation and the corporation is a party to the proceeding. On receipt of the application or the filing of the action, the court after giving any notice it considers necessary may order indemnification if it determines:
(1) The director is entitled to mandatory indemnification under Section 10A-2-8.52, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or
(2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he or she met the standard of conduct set forth in Section 10A-2-8.51 or was adjudged liable as described in Section 10A-2-8.51(d), but if he or she was adjudged so liable the indemnification is limited to reasonable expenses incurred.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.54; amended and renumbered by Act 2009-513, p. 967, §124.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-e/section-10a-2-8-55/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division E - Indemnification.›Section 10A-2-8.55 - Determination and Authorization of Indemnification.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division E - Indemnification. › Section 10A-2-8.55 - Determination and Authorization of Indemnification.
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Section 10A-2-8.55
Determination and authorization of indemnification.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation may not indemnify a director under Section 10A-2-8.51 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in Section 10A-2-8.51.
(b) The determination shall be made:
(1) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;
(2) If a quorum cannot be obtained under subdivision (1), by majority vote of a committee duly designated by the board of directors, in which designation directors who are parties may participate, consisting solely of two or more directors not at the time parties to the proceeding;
(3) By special legal counsel;
(i) Selected by the board of directors or its committee in the manner prescribed in subdivision (1) or (2); or
(ii) If a quorum of the board of directors cannot be obtained under subdivision (1) and a committee cannot be designated under subdivision (2), selected by majority vote of the full board of directors, in which selection directors who are parties may participate; or
(4) By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination. A majority of the shares that are entitled to vote on the transaction by virtue of not being owned by or under the control of the directors constitutes a quorum for the purpose of taking action under this section.
(c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (b)(3) to select counsel.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.55; amended and renumbered by Act 2009-513, p. 967, §124.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-e/section-10a-2-8-56/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division E - Indemnification.›Section 10A-2-8.56 - Indemnification of Officers, Employees, and Agents.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division E - Indemnification. › Section 10A-2-8.56 - Indemnification of Officers, Employees, and Agents.
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Section 10A-2-8.56
Indemnification of officers, employees, and agents.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) An officer of a corporation who is not a director is entitled to mandatory indemnification under Section 10A-2-8.52, and is entitled to apply for court-ordered indemnification under Section 10A-2-8.54, in each case to the same extent as a director.
(b) A corporation may indemnify and may advance expenses under this division to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.56; amended and renumbered by Act 2009-513, p. 967, §124.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-e/section-10a-2-8-57/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division E - Indemnification.›Section 10A-2-8.57 - Insurance.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division E - Indemnification. › Section 10A-2-8.57 - Insurance.
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Section 10A-2-8.57
Insurance.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
A corporation may purchase and maintain insurance, or furnish similar protection, including but not limited to trust funds, self-insurance reserves, or the like, on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify him or her against the same liability under Section 10A-2-8.51 or 10A-2-8.52.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.57; amended and renumbered by Act 2009-513, p. 967, §124.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-e/section-10a-2-8-58/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division E - Indemnification.›Section 10A-2-8.58 - Application of Indemnification Provisions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division E - Indemnification. › Section 10A-2-8.58 - Application of Indemnification Provisions.
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Section 10A-2-8.58
Application of indemnification provisions.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Any indemnification, or advance for expenses, authorized under this division shall not be deemed exclusive of and shall be in addition to that which may be contained in a corporation's articles of incorporation, bylaws, a resolution of its shareholders or board of directors, or in a contract or otherwise.
(b) This division does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when he or she has not been made a named defendant or respondent to the proceeding.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.58; amended and renumbered by Act 2009-513, p. 967, §124.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-f/section-10a-2-8-60/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division F - Directors' Conflicting Interest Transactions.›Section 10A-2-8.60 - Definitions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division F - Directors' Conflicting Interest Transactions. › Section 10A-2-8.60 - Definitions.
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Section 10A-2-8.60
Definitions.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
In this division:
(1) "Conflicting interest" with respect to a corporation means the interest a director of the corporation has respecting a transaction effected or proposed to be effected by the corporation, or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest, if:
(i) Whether or not the transaction is brought before the board of directors of the corporation for action, the director knows at the time of commitment that he or she or a related person is a party to the transaction or has a beneficial interest in or so closely linked to the transaction and of the financial significance to the director or a related person that the interest would reasonably be expected to exert an influence on the director's judgement if the director were called upon to vote on the transaction; or
(ii) The transaction is brought, or is of the character and significance to the corporation that it would in the normal course be brought, before the board of directors of the corporation for action, and the director knows at the time of commitment that any of the following persons is either a party to the transaction or has a beneficial financial interest in or so closely linked to the transaction and of such financial significance to the person that the interest would reasonably be expected to exert an influence on the director's judgment if the director were called upon to vote on the transaction: (A) an entity, other than the corporation, of which the director is a director, general partner, agent, or employee; (B) a person that controls one or more of the entities specified in subclause (A) or an entity that is controlled by, or is under common control with, one or more of the entities specified in subclause (A); or (C) an individual who is a general partner, principal, or employer of the director.
(2) "Director's conflicting interest transaction" with respect to a corporation means a transaction effected or proposed to be effected by the corporation, or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest, respecting which a director of the corporation has a conflicting interest.
(3) "Related person" of a director means (i) the spouse, or a parent or sibling thereof, of the director, or a child, grandchild, sibling, parent, or spouse of any thereof, of the director, or an individual having the same home as the director, or a trust or estate of which an individual specified in this clause (i) is a substantial beneficiary; or (ii) a trust, estate, incompetent, conservatee, or minor of which the director is a fiduciary.
(4) "Required disclosure" means disclosure by the director who has a conflicting interest of (i) the existence and nature of his or her conflicting interest, and (ii) all facts known to him or her respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction.
(5) "Time of commitment" respecting a transaction means the time when the transaction is consummated or, if made pursuant to contract, the time when the corporation, or its subsidiary or the entity in which it has a controlling interest, becomes contractually obligated so that its unilateral withdrawal from the transaction would entail significant loss, liability, or other damage.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.60; amended and renumbered by Act 2009-513, p. 967, §126.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-f/section-10a-2-8-61/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division F - Directors' Conflicting Interest Transactions.›Section 10A-2-8.61 - Judicial Action.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division F - Directors' Conflicting Interest Transactions. › Section 10A-2-8.61 - Judicial Action.
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Section 10A-2-8.61
Judicial action.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A transaction effected or proposed to be effected by a corporation, or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest, that is not a director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because a director of the corporation, or any person with whom or which he or she has a personal, economic, or other association, has an interest in the transaction.
(b) A director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because the director, or any person with whom or which he or she has a personal, economic, or other association, has an interest in the transaction, if:
(1) Director's action respecting the transaction was at any time taken in compliance with Section 10A-2-8.62; or
(2) Shareholders' action respecting the transaction was at any time taken in compliance with Section 10A-2-8.63; or
(3) The transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.61; amended and renumbered by Act 2009-513, p. 967, §126.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-f/section-10a-2-8-62/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division F - Directors' Conflicting Interest Transactions.›Section 10A-2-8.62 - Directors' Action.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division F - Directors' Conflicting Interest Transactions. › Section 10A-2-8.62 - Directors' Action.
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Section 10A-2-8.62
Directors' action.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Directors' action respecting a transaction is effective for purposes of Section 10A-2-8.61(b)(1) if the transaction received the affirmative vote of a majority, but no fewer than two, of those qualified directors on the board of directors or on a duly empowered committee of the board who voted on the transaction after either required disclosure to them, to the extent the information was not known by them, or compliance with subsection (b); provided that action by a committee is to be effective only if (1) all its members are qualified directors, and (2) its members are either all the qualified directors on the board or are appointed by the affirmative vote of a majority of the qualified directors on the board.
(b) If a director has a conflicting interest respecting a transaction but neither the director nor a related person of the director specified in Section 10A-2-8.60(3)(i) is a party to the transaction such that the director may not make the disclosure described in Section 10A-2-8.60(4)(ii), then disclosure is sufficient for purposes of subsection (a) if the director (1) discloses to the directors voting on the transaction the existence and nature of his or her conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction and (2) plays no part, directly or indirectly, in their deliberations or vote.
(c) A majority, but no fewer than two, of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section. Directors' action that otherwise complies with this section is not affected by the presence or vote of a director who is not a qualified director.
(d) For purposes of this section, "qualified director" means, with respect to a director's conflicting interest transaction, any director who does not have either (1) a conflicting interest respecting the transaction or (2) a familial, financial, professional, or employment relationship with a second director who does have a conflicting interest respecting the transaction, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first director's judgement when voting on the transaction.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.62; amended and renumbered by Act 2009-513, p. 967, §126.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-f/section-10a-2-8-63/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division F - Directors' Conflicting Interest Transactions.›Section 10A-2-8.63 - Shareholders' Action.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division F - Directors' Conflicting Interest Transactions. › Section 10A-2-8.63 - Shareholders' Action.
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Section 10A-2-8.63
Shareholders' action.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Shareholders' action respecting a transaction is effective for purposes of Section 10A-2-8.61(b)(2) if a majority of the votes entitled to be cast by the holders of all qualified shares were cast in favor of the transaction after (1) notice to shareholders describing the director's conflicting interest transactions, (2) provision of the information referred to in subsection (d), and (3) required disclosure to the shareholders who voted on the transaction, to the extent the information was not known by them.
(b) For purposes of this section, "qualified shares" means any shares entitled to vote with respect to the director's conflicting interest transaction except shares that, to the knowledge, before the vote, of the secretary, or other officer or agent of the corporation authorized to tabulate votes, are beneficially owned, or the voting of which is controlled, by a director who has a conflicting interest respecting the transaction or by a related person of the director, or both.
(c) A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of action that complies with this section. Subject to the provisions of subsections (d) and (e), shareholders' action that otherwise complies with this section is not affected by the presence of holders, or the voting, of shares that are not qualified shares.
(d) For purposes of compliance with subsection (a), a director who has a conflicting interest respecting the transaction shall, before the shareholders' vote, inform the secretary, or other officer or agent of the corporation authorized to tabulate votes, of the number, and the identity of persons holding or controlling the vote, of all shares that the director knows are beneficially owned, or the voting of which is controlled, by the director or by a related person of the director, or both.
(e) If a shareholder's vote does not comply with subsection (a) solely because of the failure of a director to comply with subsection (a), and if the director establishes that his or her failure did not determine and was not intended by him or her to influence the outcome of the vote, the court may, with or without further proceedings respecting Section 10A-2-8.61(b)(3), take action respecting the transaction and the director, and give the effect, if any, to the shareholder's vote, as it considers appropriate in the circumstances.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.63; amended and renumbered by Act 2009-513, p. 967, §126.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-10/division-a/section-10a-2-10-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 10 - Amendment of Articles of Incorporation and Bylaws.›Division A - Amendment of Articles of Incorporation.›Section 10A-2-10.01 - Authority to Amend Articles of Incorporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division A - Amendment of Articles of Incorporation. › Section 10A-2-10.01 - Authority to Amend Articles of Incorporation.
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Section 10A-2-10.01
Authority to amend articles of incorporation.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.
(b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.01; amended and renumbered by Act 2009-513, p. 967, §129.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-10/division-a/section-10a-2-10-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 10 - Amendment of Articles of Incorporation and Bylaws.›Division A - Amendment of Articles of Incorporation.›Section 10A-2-10.02 - Amendment by Board of Directors.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division A - Amendment of Articles of Incorporation. › Section 10A-2-10.02 - Amendment by Board of Directors.
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Section 10A-2-10.02
Amendment by board of directors.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder action:
(1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(2) To delete the names and addresses of the initial directors;
(3) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State;
(4) To change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding;
(5) To change the corporate name by substituting the word "corporation," or "incorporated," or an abbreviation of one of the words for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name; or
(6) To make any other change expressly permitted by this chapter to be made without shareholder action.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.02; amended and renumbered by Act 2009-513, p. 967, §129.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-10/division-a/section-10a-2-10-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 10 - Amendment of Articles of Incorporation and Bylaws.›Division A - Amendment of Articles of Incorporation.›Section 10A-2-10.03 - Amendment by Board of Directors and Shareholders.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division A - Amendment of Articles of Incorporation. › Section 10A-2-10.03 - Amendment by Board of Directors and Shareholders.
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Section 10A-2-10.03
Amendment by board of directors and shareholders.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders.
(b) For the amendments to be adopted:
(1) The board of directors must recommend the amendment to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment; and
(2) The shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (e).
(c) Subject to the corporation's articles of incorporation, the board of directors may condition its submission of the proposed amendment on any basis, except that the board of directors may not decrease the vote required for approval under subsection (e).
(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with Section 10A-2-7.05. The notice of meeting must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(e) Unless this chapter, the articles of incorporation, or the board of directors, acting pursuant to subsection (c), require a greater vote or a vote by voting groups, the amendment to be adopted must be approved by:
(1) A majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights; and
(2) The votes required by Sections 10A-2-7.25 and 10A-2-7.26 by every other voting group entitled to vote on the amendment.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.03; amended and renumbered by Act 2009-513, p. 967, §129.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-10/division-a/section-10a-2-10-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 10 - Amendment of Articles of Incorporation and Bylaws.›Division A - Amendment of Articles of Incorporation.›Section 10A-2-10.04 - Voting on Amendments by Voting Groups.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division A - Amendment of Articles of Incorporation. › Section 10A-2-10.04 - Voting on Amendments by Voting Groups.
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Section 10A-2-10.04
Voting on amendments by voting groups.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter, on a proposed amendment if the amendment would:
(1) Increase or decrease the aggregate number of authorized shares of the class;
(2) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
(3) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;
(4) Change the designation, rights, preferences, or limitations of all or part of the shares of the class;
(5) Change the shares of all or part of the class into a different number of shares of the same class;
(6) Create a new class of shares having rights or preferences with respect to distributions or to dissolutions that are prior, superior, or substantially equal to the shares of the class;
(7) Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolutions that are prior, superior, or substantially equal to the shares of the class;
(8) Limit or deny an existing preemptive right of all or part of the shares of the class; or
(9) Cancel or otherwise affect rights to distributions of dividends that have accumulated but not yet been declared on all or part of the shares of the class.
(b) If a proposed amendment would affect a series of a class of shares in one or more ways described in subsection (a), the shares of that series are entitled to vote as a separate voting group on the proposed amendment.
(c) If a proposed amendment that entitles two or more series of shares to vote as separate voting groups under this section would affect those two or more series in the same or substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment.
(d) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.04; amended and renumbered by Act 2009-513, p. 967, §129.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-10/division-a/section-10a-2-10-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 10 - Amendment of Articles of Incorporation and Bylaws.›Division A - Amendment of Articles of Incorporation.›Section 10A-2-10.05 - Amendment Before Issuance of Shares.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division A - Amendment of Articles of Incorporation. › Section 10A-2-10.05 - Amendment Before Issuance of Shares.
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Section 10A-2-10.05
Amendment before issuance of shares.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
If a corporation has not yet issued shares, its board of directors may adopt one or more amendments to the corporation's articles of incorporation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.05; amended and renumbered by Act 2009-513, p. 967, §129.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-10/division-a/section-10a-2-10-06/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 10 - Amendment of Articles of Incorporation and Bylaws.›Division A - Amendment of Articles of Incorporation.›Section 10A-2-10.06 - Articles of Amendment.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division A - Amendment of Articles of Incorporation. › Section 10A-2-10.06 - Articles of Amendment.
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Section 10A-2-10.06
Articles of amendment.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
A corporation amending its articles of incorporation shall deliver to the judge of probate for filing articles of amendment setting forth:
(1) The name of the corporation;
(2) The text of each amendment adopted;
(3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;
(4) The date of each amendment's adoption;
(5) If an amendment was adopted by the board of directors without shareholder action, a statement to that effect and that shareholder action was not required;
(6) If an amendment was approved by the shareholders:
(i) The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and the number of votes of each voting group indisputably represented at the meeting; and
(ii) Either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.06; amended and renumbered by Act 2009-513, p. 967, §129.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-10/division-a/section-10a-2-10-07/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 10 - Amendment of Articles of Incorporation and Bylaws.›Division A - Amendment of Articles of Incorporation.›Section 10A-2-10.07 - Restated Articles of Incorporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division A - Amendment of Articles of Incorporation. › Section 10A-2-10.07 - Restated Articles of Incorporation.
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Section 10A-2-10.07
Restated articles of incorporation.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action.
(b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in Section 10A-2-10.03.
(c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with Section 10A-2-7.05. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement that identifies any amendment or other change it would make in the articles.
(d) A corporation restating its articles of incorporation shall deliver to the judge of probate for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
(1) Whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement;
(2) If the restatement contains an amendment to the articles requiring shareholder approval, the information required by Section 10A-2-10.06.
(e) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(f) The judge of probate may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (d).
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.07; amended and renumbered by Act 2009-513, p. 967, §129.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-10/division-a/section-10a-2-10-08/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 10 - Amendment of Articles of Incorporation and Bylaws.›Division A - Amendment of Articles of Incorporation.›Section 10A-2-10.08 - Amendment Pursuant to Reorganization.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division A - Amendment of Articles of Incorporation. › Section 10A-2-10.08 - Amendment Pursuant to Reorganization.
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Section 10A-2-10.08
Amendment pursuant to reorganization.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by Section 10A-2-2.02.
(b) The individual or individuals designated by the court shall deliver to the judge of probate for filing articles of amendment setting forth:
(1) The name of the corporation;
(2) The text of each amendment approved by the court;
(3) The date of the court's order or decree approving the articles of amendment;
(4) The title of the reorganization proceeding in which the order or decree was entered; and
(5) A statement that the court had jurisdiction of the proceeding under federal statute.
(c) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.
(d) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.08; amended and renumbered by Act 2009-513, p. 967, §129.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-10/division-a/section-10a-2-10-09/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 10 - Amendment of Articles of Incorporation and Bylaws.›Division A - Amendment of Articles of Incorporation.›Section 10A-2-10.09 - Effect of Amendment.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division A - Amendment of Articles of Incorporation. › Section 10A-2-10.09 - Effect of Amendment.
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Section 10A-2-10.09
Effect of amendment.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.09; amended and renumbered by Act 2009-513, p. 967, §129.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-10/division-b/section-10a-2-10-20/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 10 - Amendment of Articles of Incorporation and Bylaws.›Division B - Amendment of Bylaws.›Section 10A-2-10.20 - Amendment by Board of Directors or Shareholders.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division B - Amendment of Bylaws. › Section 10A-2-10.20 - Amendment by Board of Directors or Shareholders.
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Section 10A-2-10.20
Amendment by board of directors or shareholders.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation's board of directors may amend or repeal the corporation's bylaws unless:
(1) The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or part; or
(2) The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.
(b) A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.20; amended and renumbered by Act 2009-513, p. 967, §131.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-10/division-b/section-10a-2-10-21/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 10 - Amendment of Articles of Incorporation and Bylaws.›Division B - Amendment of Bylaws.›Section 10A-2-10.21 - Bylaw Increasing Quorum or Voting Requirement for Shareholders.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division B - Amendment of Bylaws. › Section 10A-2-10.21 - Bylaw Increasing Quorum or Voting Requirement for Shareholders.
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Section 10A-2-10.21
Bylaw increasing quorum or voting requirement for shareholders.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is required by this chapter. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
(b) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) may not be adopted, amended, or repealed by the board of directors.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.21; amended and renumbered by Act 2009-513, p. 967, §131.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 10 - Amendment of Articles of Incorporation and Bylaws.›Division B - Amendment of Bylaws.›Section 10A-2-10.22 - Bylaw Increasing Quorum or Voting Requirement for Directors.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division B - Amendment of Bylaws. › Section 10A-2-10.22 - Bylaw Increasing Quorum or Voting Requirement for Directors.
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Section 10A-2-10.22
Bylaw increasing quorum or voting requirement for directors.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:
(1) If originally adopted by the shareholders, only by the shareholders;
(2) If originally adopted by the board of directors, either by the shareholders or by the board of directors.
(b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
(c) Action by the board of directors under subsection (a)(2) to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.22; amended and renumbered by Act 2009-513, p. 967, §131.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-11/section-10a-2-11-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 11 - Merger and Share Exchange.›Section 10A-2-11.01 - Merger.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 11 - Merger and Share Exchange. › Section 10A-2-11.01 - Merger.
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Section 10A-2-11.01
Merger.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Subject to the limitations of the Constitution of Alabama of 1901 as the same may be amended from time to time, one or more corporations may merge into another corporation if the board of directors of each corporation adopts and its shareholders, if required by Section 10A-2-11.03, approve a plan of merger.
(b) The plan of merger must set forth:
(1) The name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge;
(2) The terms and conditions of the merger; and
(3) The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of any other corporation or into cash or other property in whole or part.
(c) The plan of merger may set forth:
(1) Amendments to the articles of incorporation of the surviving corporation; and
(2) Other provisions relating to the merger.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-11.01; amended and renumbered by Act 2009-513, p. 967, §133.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 11 - Merger and Share Exchange.›Section 10A-2-11.02 - Share Exchange.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 11 - Merger and Share Exchange. › Section 10A-2-11.02 - Share Exchange.
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Section 10A-2-11.02
Share exchange.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Subject to the limitations of the Constitution of Alabama of 1901, as it may be amended from time to time, a corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts and, if required by Section 10A-2-11.03, the shareholders of each corporation approve the exchange.
(b) The plan of exchange shall set forth all of the following:
(1) The name of the corporation whose shares will be acquired and the name of the acquiring corporation.
(2) The terms and conditions of the exchange.
(3) The manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or other property in whole or part.
(c) The plan of exchange may set forth other provisions relating to the exchange.
(d) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-11.02; amended and renumbered by Act 2009-513, p. 967, §133; Act 2012-563, p. 1675, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-11/section-10a-2-11-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 11 - Merger and Share Exchange.›Section 10A-2-11.03 - Action on Plan.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 11 - Merger and Share Exchange. › Section 10A-2-11.03 - Action on Plan.
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Section 10A-2-11.03
Action on plan.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) After adopting a plan of merger or share exchange, the board of directors of each corporation party to the merger, and the board of directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of merger, except as provided in subsection (g), or share exchange for approval by its shareholders.
(b) For a plan of merger or share exchange to be approved:
(1) The board of directors must recommend the plan of merger or share exchange to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the plan; and
(2) The shareholders entitled to vote must approve the plan.
(c) Subject to the corporation's articles of incorporation, the board of directors may condition its submission of the proposed merger or share exchange on any basis, except that the board of directors may not decrease the vote required for approval under subsection (e).
(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with Section 10A-2-7.05. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger or share exchange and contain or be accompanied by a copy or summary of the plan.
(e) Unless this chapter or the articles of incorporation require a greater or lesser vote or a vote by voting groups, or the board of directors, acting pursuant to subsection (c), requires a greater vote or a vote by voting groups, the plan of merger or share exchange to be authorized must be approved by each voting group entitled to vote separately on the plan by two thirds of all the votes entitled to be cast on the plan by that voting group; but in no case may the vote required for shareholder approval be set at less than a majority of the votes entitled to be cast on the plan by each voting group.
(f) Separate voting by voting groups is required:
(1) On a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation, would require action by one or more separate voting groups on the proposed amendment under Section 10A-2-10.04;
(2) On a plan of share exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting group.
(g) Action by the shareholders of the surviving corporation on a plan of merger is not required if:
(1) The articles of incorporation of the surviving corporation will not differ, except for amendments enumerated in Section 10A-2-10.02, from its articles before the merger;
(2) Each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations, and relative rights, immediately after;
(3) The number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 20 percent the total number of voting shares of the surviving corporation outstanding immediately before the merger; and
(4) The number of participating shares outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 20 percent the total number of participating shares outstanding immediately before the merger.
(h) As used in subsection (g):
(1) "Participating shares" means shares that entitle their holders to participate without limitation in distributions.
(2) "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors.
(i) After a merger or share exchange is authorized, and at any time before articles of merger or share exchange are filed, the planned merger or share exchange may be abandoned, subject to any contractual rights, without further shareholder action, in accordance with the procedure set forth in the plan of merger or share exchange or, if none is set forth, in the manner determined by the board of directors.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-11.03; amended and renumbered by Act 2009-513, p. 967, §133.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 11 - Merger and Share Exchange.›Section 10A-2-11.04 - Merger of Subsidiary.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 11 - Merger and Share Exchange. › Section 10A-2-11.04 - Merger of Subsidiary.
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Section 10A-2-11.04
Merger of subsidiary.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Subject to the limitations of the Constitution of Alabama of 1901, as the same may be amended from time to time, a parent corporation owning at least 80 percent of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholders of the parent or subsidiary.
(b) The board of directors of the parent shall adopt a plan of merger that sets forth:
(1) The names of the parent and subsidiary; and
(2) The manner and basis of converting the shares of the subsidiary into shares, obligations, or other securities of the parent or any other corporation or into cash or other property in whole or part.
(c) The parent shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary who does not waive the mailing requirement in writing.
(d) The parent may not deliver articles of merger to the Secretary of State for filing until at least 30 days after the date it mailed a copy of the plan of merger to each shareholder of the subsidiary who did not waive the mailing requirement.
(e) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation, except for amendments enumerated in Section 10A-2-10.02.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-11.04; amended and renumbered by Act 2009-513, p. 967, §133.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 11 - Merger and Share Exchange.›Section 10A-2-11.05 - Articles of Merger or Share Exchange.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 11 - Merger and Share Exchange. › Section 10A-2-11.05 - Articles of Merger or Share Exchange.
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Section 10A-2-11.05
Articles of merger or share exchange.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the Secretary of State for filing articles of merger or share exchange setting forth:
(1) The plan of merger or share exchange;
(2) If shareholder approval was not required, a statement to that effect;
(3) If approval of the shareholders of one or more corporations party to the merger or share exchange was required:
(i) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and
(ii) Either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group; and
(4) As to each domestic corporation, the county in which its articles of incorporation are filed.
(b) A merger or share exchange takes effect upon the effective date of the articles of merger or share exchange.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-11.05; amended and renumbered by Act 2009-513, p. 967, §133.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 11 - Merger and Share Exchange.›Section 10A-2-11.06 - Effect of Merger or Share Exchange.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 11 - Merger and Share Exchange. › Section 10A-2-11.06 - Effect of Merger or Share Exchange.
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Section 10A-2-11.06
Effect of merger or share exchange.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) When a merger takes effect:
(1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;
(2) The surviving corporation thereupon and thereafter possesses all the rights, immunities, and franchises, of a public as well as of a private nature, of every corporation party to the merger; and all property, real, personal and mixed, and all debts due each of the corporations so merged, are taken and deemed to be transferred and vested in the surviving corporation without further act or deed; and title to any real estate, or an interest therein, vested in any of the corporations shall not revert nor in any way be impaired by reason of the merger;
(3) The surviving corporation shall be responsible and liable for all the liabilities and obligations of each corporation party to the merger; and neither the rights of creditors nor any liens upon the property of any corporation party to the merger shall be impaired by the merger;
(4) Any claim existing or action or proceeding pending by or against any corporation party to the merger may be prosecuted, or continued, as if the merger had not taken place, or the surviving corporation may be substituted in the action or proceeding for the corporation whose existence ceased;
(5) The articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger; and
(6) The shares of each corporation party to the merger that are to be converted into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property are converted and the former holders of the shares are entitled only to the rights provided in the articles of merger or to their rights under Article 13.
(b) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under Article 13.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-11.06; amended and renumbered by Act 2009-513, p. 967, §133.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 11 - Merger and Share Exchange.›Section 10A-2-11.07 - Merger or Share Exchange With Foreign Corporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 11 - Merger and Share Exchange. › Section 10A-2-11.07 - Merger or Share Exchange With Foreign Corporation.
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Section 10A-2-11.07
Merger or share exchange with foreign corporation.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Subject to the limitations of the Constitution of Alabama of 1901, as the same may be amended from time to time, one or more foreign corporations may merge or enter into a share exchange with one or more domestic corporations if:
(1) In a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;
(2) In a share exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated;
(3) The foreign corporation complies with Section 10A-2-11.05 if it is the surviving corporation of the merger or acquiring corporation of the share exchange; and
(4) Each domestic corporation complies with the applicable provisions of Sections 10A-2-11.01 through 10A-2-11.04 and, if it is the surviving corporation of the merger or acquiring corporation of the share exchange, with Section 10A-2-11.05.
(b) Upon the merger or share exchange taking effect, the surviving foreign corporation of a merger and the acquiring foreign corporation of a share exchange is deemed:
(1) To appoint the Secretary of State as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation party to the merger or share exchange; and
(2) To agree that it will promptly pay to the dissenting shareholders of each domestic corporation party to the merger or share exchange the amount, if any, to which they are entitled under Article 13.
(c) This section does not limit the power of a foreign corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange or otherwise.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-11.07; amended and renumbered by Act 2009-513, p. 967, §133.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 11 - Merger and Share Exchange.›Section 10A-2-11.08 - Nonexclusive.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 11 - Merger and Share Exchange. › Section 10A-2-11.08 - Nonexclusive.
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Section 10A-2-11.08
Nonexclusive.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
This article is not exclusive. Corporations may merge or exchange their shares in any other manner provided by law.
(Act 2009-513, p. 967, §135.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-12/section-10a-2-12-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 12 - Sale or Mortgage of Assets.›Section 10A-2-12.01 - Sale of Assets in Regular Course of Business and Mortgage of Assets.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 12 - Sale or Mortgage of Assets. › Section 10A-2-12.01 - Sale of Assets in Regular Course of Business and Mortgage of Assets.
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Section 10A-2-12.01
Sale of assets in regular course of business and mortgage of assets.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Subject to the limitations of the Constitution of Alabama of 1901, as the same may be amended from time to time, a corporation may, on the terms and conditions and for the consideration determined by the board of directors:
(1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business;
(2) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or
(3) Transfer any or all of its property to a corporation all the shares of which are owned by the corporation.
(b) Unless the articles of incorporation require it, approval by the shareholders of a transaction described in subsection (a) is not required.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-12.01; amended and renumbered by Act 2009-513, p. 967, §137.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-12/section-10a-2-12-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 12 - Sale or Mortgage of Assets.›Section 10A-2-12.02 - Sale of Assets Other Than in Regular Course of Business.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 12 - Sale or Mortgage of Assets. › Section 10A-2-12.02 - Sale of Assets Other Than in Regular Course of Business.
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Section 10A-2-12.02
Sale of assets other than in regular course of business.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Subject to the limitations of the Constitution of Alabama of 1901, as the same may be amended from time to time, a corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without the good will, otherwise than in the usual and regular course of business on the terms and conditions and for the consideration determined by the corporation's board of directors, if the board of directors proposes and its shareholders approve the proposed transaction.
(b) For a transaction to be authorized:
(1) The board of directors must recommend the proposed transaction to the shareholders unless the board of directors determines that because of a conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction; and
(2) The shareholders entitled to vote must approve the transaction.
(c) Subject to the corporation's articles of incorporation, the board of directors may condition its submission of the proposed transaction on any basis, except that the board of directors may not decrease the vote required for approval under subsection (e).
(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with Section 10A-2-7.05. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, the property of the corporation and contain or be accompanied by a description of the transaction.
(e) Unless the articles of incorporation require a greater or lesser vote or a vote by voting groups, or the board of directors, acting pursuant to subsection (c), requires a greater vote or a vote by voting groups, the transaction to be authorized must be approved by each voting group entitled to vote separately on the transaction by two thirds of all the votes entitled to be cast on the transaction by that voting group; but in no case may the vote required for shareholder approval be set at less than a majority of all the votes entitled to be cast on the transaction by each voting group.
(f) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further shareholder action.
(g) A transaction that constitutes a distribution is governed by Section 10A-2-6.40 and not by this section.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-12.02; amended and renumbered by Act 2009-513, p. 967, §137.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 13 - Dissenters' Rights.›Division A - Right to Dissent and Obtain Payment for Shares.›Section 10A-2-13.01 - Definitions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division A - Right to Dissent and Obtain Payment for Shares. › Section 10A-2-13.01 - Definitions.
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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 anticipation of the corporate action unless exclusion would be inequitable.
(5) "Interest" means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans, or, if none, at a rate that is fair and equitable under all circumstances.
(6) "Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.
(7) "Beneficial shareholder" means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.
(8) "Shareholder" means the record shareholder or the beneficial shareholder.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.01; amended and renumbered by Act 2009-513, p. 967, §139.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 13 - Dissenters' Rights.›Division A - Right to Dissent and Obtain Payment for Shares.›Section 10A-2-13.02 - Right to Dissent.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division A - Right to Dissent and Obtain Payment for Shares. › Section 10A-2-13.02 - Right to Dissent.
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Section 10A-2-13.02
Right to dissent.
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 is entitled to dissent from, and obtain payment of the fair value of his or her shares in the event of, any of the following corporate actions:
(1) Consummation of a plan of merger to which the corporation is a party (i) if shareholder approval is required for the merger by Section 10A-2-11.03 or the articles of incorporation and the shareholder is entitled to vote on the merger or (ii) if the corporation is a subsidiary that is merged with its parent under Section 10A-2-11.04;
(2) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan;
(3) Consummation of a sale or exchange by all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale;
(4) To the extent that the articles of incorporation of the corporation so provide, an amendment of the articles of incorporation that materially and adversely affects rights in respect to a dissenter's shares because it:
(i) Alters or abolishes a preferential right of the shares;
(ii) Creates, alters, or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase of the shares;
(iii) Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities;
(iv) Excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights; or
(v) Reduces the number of shares owned by the shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under Section 10A-2-6.04; or
(5) Any corporate action taken pursuant to a shareholder vote to the extent the articles of incorporation, bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares.
(b) A shareholder entitled to dissent and obtain payment for shares under this chapter may not challenge the corporate action creating his or her entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.02; amended and renumbered by Act 2009-513, p. 967, §139.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 13 - Dissenters' Rights.›Division A - Right to Dissent and Obtain Payment for Shares.›Section 10A-2-13.03 - Dissent by Nominees and Beneficial Owners.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division A - Right to Dissent and Obtain Payment for Shares. › Section 10A-2-13.03 - Dissent by Nominees and Beneficial Owners.
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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 dissenters' rights; and
(2) He or she does so with respect to all shares of which he or she is the beneficial shareholder or over which he or she has power to direct the vote.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.03; amended and renumbered by Act 2009-513, p. 967, §139.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-13/division-b/section-10a-2-13-20/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 13 - Dissenters' Rights.›Division B - Procedure for Exercise of Dissenters' Rights.›Section 10A-2-13.20 - Notice of Dissenters' Rights.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division B - Procedure for Exercise of Dissenters' Rights. › Section 10A-2-13.20 - Notice of Dissenters' Rights.
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Section 10A-2-13.20
Notice of dissenters' rights.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) If proposed corporate action creating dissenters' rights under Section 10A-2-13.02 is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this article and be accompanied by a copy of this article.
(b) If corporate action creating dissenters' rights under Section 10A-2-13.02 is taken without a vote of shareholders, the corporation shall (1) notify in writing all shareholders entitled to assert dissenters' rights that the action was taken; and (2) send them the dissenters' notice described in Section 10A-2-13.22.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.20; amended and renumbered by Act 2009-513, p. 967, §141.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-13/division-b/section-10a-2-13-21/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 13 - Dissenters' Rights.›Division B - Procedure for Exercise of Dissenters' Rights.›Section 10A-2-13.21 - Notice of Intent to Demand Payment.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division B - Procedure for Exercise of Dissenters' Rights. › Section 10A-2-13.21 - Notice of Intent to Demand Payment.
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Section 10A-2-13.21
Notice of intent to demand payment.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) If proposed corporate action creating dissenters' rights under Section 10A-2-13.02 is submitted to a vote at a shareholder's meeting, a shareholder who wishes to assert dissenters' rights (1) must deliver to the corporation before the vote is taken written notice of his or her intent to demand payment or his or her shares if the proposed action is effectuated; and (2) must not vote his or her shares in favor of the proposed action.
(b) A shareholder who does not satisfy the requirements of subsection (a) is not entitled to payment for his or her shares under this article.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.21; amended and renumbered by Act 2009-513, p. 967, §141.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-13/division-b/section-10a-2-13-22/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 13 - Dissenters' Rights.›Division B - Procedure for Exercise of Dissenters' Rights.›Section 10A-2-13.22 - Dissenters' Notice.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division B - Procedure for Exercise of Dissenters' Rights. › Section 10A-2-13.22 - Dissenters' Notice.
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Section 10A-2-13.22
Dissenters' notice.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) If proposed corporate action creating dissenters' rights under Section 10A-2-13.02 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of Section 10A-2-13.21.
(b) The dissenters' notice must be sent no later than 10 days after the corporate action was taken, and must:
(1) State where the payment demand must be sent;
(2) Inform holders of shares to what extent transfer of the shares will be restricted after the payment demand is received;
(3) Supply a form for demanding payment;
(4) Set a date by which the corporation must receive the payment demand, which date may not be fewer than 30 nor more than 60 days after the date the subsection (a) notice is delivered; and
(5) Be accompanied by a copy of this article.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.22; amended and renumbered by Act 2009-513, p. 967, §141.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-13/division-b/section-10a-2-13-23/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 13 - Dissenters' Rights.›Division B - Procedure for Exercise of Dissenters' Rights.›Section 10A-2-13.23 - Duty to Demand Payment.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division B - Procedure for Exercise of Dissenters' Rights. › Section 10A-2-13.23 - Duty to Demand Payment.
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Section 10A-2-13.23
Duty to demand payment.
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 sent a dissenters' notice described in Section 10A-2-13.22 must demand payment in accordance with the terms of the dissenters' notice.
(b) The shareholder who demands payment retains all other rights of a shareholder until those rights are canceled or modified by the taking of the proposed corporate action.
(c) A shareholder who does not demand payment by the date set in the dissenters' notice is not entitled to payment for his or her shares under this article.
(d) A shareholder who demands payment under subsection (a) may not thereafter withdraw that demand and accept the terms offered under the proposed corporate action unless the corporation shall consent thereto.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.23; amended and renumbered by Act 2009-513, p. 967, §141.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-13/division-b/section-10a-2-13-24/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 13 - Dissenters' Rights.›Division B - Procedure for Exercise of Dissenters' Rights.›Section 10A-2-13.24 - Share Restriction.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division B - Procedure for Exercise of Dissenters' Rights. › Section 10A-2-13.24 - Share Restriction.
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Section 10A-2-13.24
Share restriction.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Within 20 days after making a formal payment demand, each shareholder demanding payment shall submit the certificate or certificates representing his or her shares to the corporation for (1) notation thereon by the corporation that the demand has been made and (2) return to the shareholder by the corporation.
(b) The failure to submit his or her shares for notation shall, at the option of the corporation, terminate the shareholders' rights under this article unless a court of competent jurisdiction, for good and sufficient cause, shall otherwise direct.
(c) If shares represented by a certificate on which notation has been made shall be transferred, each new certificate issued therefor shall bear similar notation, together with the name of the original dissenting holder of the shares.
(d) A transferee of the shares shall acquire by the transfer no rights in the corporation other than those which the original dissenting shareholder had after making demand for payment of the fair value thereof.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.24; amended and renumbered by Act 2009-513, p. 967, §141.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-13/division-b/section-10a-2-13-25/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 13 - Dissenters' Rights.›Division B - Procedure for Exercise of Dissenters' Rights.›Section 10A-2-13.25 - Offer of Payment.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division B - Procedure for Exercise of Dissenters' Rights. › Section 10A-2-13.25 - Offer of Payment.
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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 to accept the corporation's offer of payment in full satisfaction of his or her demand must surrender to the corporation the certificate or certificates representing his or her shares in accordance with terms of the dissenters' notice. Upon receiving the certificate or certificates, the corporation shall pay each dissenter the fair value of his or her shares, plus accrued interest, as provided in subsection (a). Upon receiving payment, a dissenting shareholder ceases to have any interest in the shares.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.25; amended and renumbered by Act 2009-513, p. 967, §141.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-13/division-b/section-10a-2-13-26/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 13 - Dissenters' Rights.›Division B - Procedure for Exercise of Dissenters' Rights.›Section 10A-2-13.26 - Failure to Take Corporate Action.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division B - Procedure for Exercise of Dissenters' Rights. › Section 10A-2-13.26 - Failure to Take Corporate Action.
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Section 10A-2-13.26
Failure to take corporate 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 the corporation does not take the proposed action within 60 days after the date set for demanding payment, the corporation shall release the transfer restrictions imposed on shares.
(b) If, after releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters' notice under Section 10A-2-13.22 and repeat the payment demand procedure.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.26; amended and renumbered by Act 2009-513, p. 967, §141.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-13/division-b/section-10a-2-13-28/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 13 - Dissenters' Rights.›Division B - Procedure for Exercise of Dissenters' Rights.›Section 10A-2-13.28 - Procedure if Shareholder Dissatisfied With Offer to Payment.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division B - Procedure for Exercise of Dissenters' Rights. › Section 10A-2-13.28 - Procedure if Shareholder Dissatisfied With Offer to Payment.
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Section 10A-2-13.28
Procedure if shareholder dissatisfied with offer to payment.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A dissenter may notify the corporation in writing of his or her own estimate of the fair value of his or her shares and amount of interest due, and demand payment of his or her estimate, or reject the corporation's offer under Section 10A-2-13.25 and demand payment of the fair value of his or her shares and interest due, if:
(1) The dissenter believes that the amount offered under Section 10A-2-13.25 is less than the fair value of his or her shares or that the interest due is incorrectly calculated;
(2) The corporation fails to make an offer under Section 10A-2-13.25 within 60 days after the date set for demanding payment; or
(3) The corporation, having failed to take the proposed action, does not release the transfer restrictions imposed on shares within 60 days after the date set for demanding payment.
(b) A dissenter waives his or her right to demand payment under this section unless he or she notifies the corporation of his or her demand in writing under subsection (a) within 30 days after the corporation offered payment for his or her shares.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.28; amended and renumbered by Act 2009-513, p. 967, §141.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-13/division-c/section-10a-2-13-30/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 13 - Dissenters' Rights.›Division C - Judicial Appraisal of Shares.›Section 10A-2-13.30 - Court Action.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division C - Judicial Appraisal of Shares. › Section 10A-2-13.30 - Court Action.
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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 acquired by the foreign corporation was located.
(c) The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their shares, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided under the Alabama Rules of Civil Procedure.
(d) After service is completed, the corporation shall deposit with the clerk of the court an amount sufficient to pay unsettled claims of all dissenters party to the action in an amount per share equal to its prior estimate of fair value, plus accrued interest, under Section 10A-2-13.25.
(e) The jurisdiction of the court in which the proceeding is commenced under subsection (b) is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.
(f) Each dissenter made a party to the proceeding is entitled to judgment for the amount the court finds to be the fair value of his or her shares, plus accrued interest. If the court's determination as to the fair value of a dissenter's shares, plus accrued interest, is higher than the amount estimated by the corporation and deposited with the clerk of the court pursuant to subsection (d), the corporation shall pay the excess to the dissenting shareholder. If the court's determination as to fair value, plus accrued interest, of a dissenter's shares is less than the amount estimated by the corporation and deposited with the clerk of the court pursuant to subsection (d), then the clerk shall return the balance of funds deposited, less any costs under Section 10A-2-13.31, to the corporation.
(g) Upon payment of the judgment, and surrender to the corporation of the certificate or certificates representing the appraised shares, a dissenting shareholder ceases to have any interest in the shares.
(Acts 1994, No. 94-245, p. 343, §1; ; §10-2B-13.30; amended and renumbered by Act 2009-513, p. 967, §143.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-13/division-c/section-10a-2-13-31/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 13 - Dissenters' Rights.›Division C - Judicial Appraisal of Shares.›Section 10A-2-13.31 - Court Costs and Counsel Fees.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division C - Judicial Appraisal of Shares. › Section 10A-2-13.31 - Court Costs and Counsel Fees.
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Section 10A-2-13.31
Court costs and counsel fees.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The court in an appraisal proceeding commenced under Section 10A-2-13.30 shall determine all costs of the proceeding, including compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under Section 10A-2-13.28.
(b) The court may also assess the reasonable fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:
(1) Against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of Sections 10A-2-13.20 through 10A-2-13.28; or
(2) Against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.
(c) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to these counsel reasonable fees to be paid out of the amounts awarded the dissenters who were benefitted.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.31; amended and renumbered by Act 2009-513, p. 967, §143.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-13/division-c/section-10a-2-13-32/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 13 - Dissenters' Rights.›Division C - Judicial Appraisal of Shares.›Section 10A-2-13.32 - Status of Shares After Payment.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division C - Judicial Appraisal of Shares. › Section 10A-2-13.32 - Status of Shares After Payment.
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Section 10A-2-13.32
Status of shares after payment.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Shares acquired by a corporation pursuant to payment of the agreed value therefor or to payment of the judgment entered therefor, as in this chapter provided, may be held and disposed of by the corporation as in the case of other treasury shares, except that, in the case of a merger or share exchange, they may be held and disposed of as the plan of merger or share exchange may otherwise provide.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.32; amended and renumbered by Act 2009-513, p. 967, §143.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-14/division-a/section-10a-2-14-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 14 - Dissolution.›Division A - Voluntary Dissolution.›Section 10A-2-14.01 - Dissolution by Incorporators or Initial Directors
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division A - Voluntary Dissolution. › Section 10A-2-14.01 - Dissolution by Incorporators or Initial Directors
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Section 10A-2-14.01
Dissolution by incorporators or initial directors
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering for filing to the judge of probate articles of dissolution that set forth:
(1) The name of the corporation;
(2) The date of its incorporation;
(3) Either (i) that none of the corporation's shares has been issued or (ii) that the corporation has not commenced business;
(4) That no debt of the corporation remains unpaid;
(5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and
(6) That a majority of the incorporators or initial directors authorized the dissolution.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.01; amended and renumbered by Act 2009-513, p. 967, §145.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-14/division-a/section-10a-2-14-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 14 - Dissolution.›Division A - Voluntary Dissolution.›Section 10A-2-14.02 - Dissolution by Board of Directors and Shareholders.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division A - Voluntary Dissolution. › Section 10A-2-14.02 - Dissolution by Board of Directors and Shareholders.
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Section 10A-2-14.02
Dissolution by board of directors and shareholders.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation's board of directors may propose dissolution for submission to the shareholders.
(b) For a proposal to dissolve to be adopted:
(1) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and
(2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e).
(c) Subject to the corporation's articles of incorporation, the board of directors may condition its submission of the proposal for dissolution on any basis, except that the board of directors may not decrease the vote required for approval under subsection (e).
(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with Section 10A-2-7.05. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.
(e) Unless the articles of incorporation require a greater or lesser vote or a vote by voting groups, or the board of directors, acting pursuant to subsection (c), requires a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by each voting group entitled to vote separately on the proposal by two thirds of all the votes entitled to be cast on the proposal by that voting group; but in no case may the vote required for shareholder approval be set at less than a majority of all the votes entitled to be cast on the proposal by each voting group.
(f) In lieu of the procedure set forth in subsections (a) through (e) above, a corporation may be dissolved by the written consent of all of its shareholders, whether or not otherwise entitled to vote, without action by the corporation's board of directors.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.02; amended and renumbered by Act 2009-513, p. 967, §145.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-14/division-a/section-10a-2-14-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 14 - Dissolution.›Division A - Voluntary Dissolution.›Section 10A-2-14.03 - Articles of Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division A - Voluntary Dissolution. › Section 10A-2-14.03 - Articles of Dissolution.
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Section 10A-2-14.03
Articles 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) At any time after dissolution is authorized, the corporation may dissolve by delivering to the judge of probate for filing articles of dissolution setting forth:
(1) The name of the corporation;
(2) The date dissolution was authorized;
(3) If dissolution was approved by the shareholders:
(i) The number of votes entitled to be cast on the proposal to dissolve; and
(ii) Either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval.
(4) If voting by voting groups was required, the information required by subparagraph (3) must be separately provided for each voting group entitled to vote separately on the plan to dissolve.
(5) If dissolution was approved by written consent of all shareholders under Section 10A-2-14.02(f), a statement to that effect in lieu of the information required by subparagraphs (3) and (4), and a copy of the written consent or consents signed by all shareholders of the corporation.
(b) A corporation is dissolved upon the effective date of its articles of dissolution.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.03; amended and renumbered by Act 2009-513, p. 967, §145.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-14/division-a/section-10a-2-14-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 14 - Dissolution.›Division A - Voluntary Dissolution.›Section 10A-2-14.04 - Revocation of Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division A - Voluntary Dissolution. › Section 10A-2-14.04 - Revocation of Dissolution.
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Section 10A-2-14.04
Revocation 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 corporation may revoke its dissolution within 120 days of its effective date.
(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke without shareholder action.
(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the judge of probate for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(1) The name of the corporation;
(2) The effective date of the dissolution that was revoked;
(3) The date that the revocation of dissolution was authorized;
(4) If the corporation's board of directors (or incorporators) revoked the dissolution effected pursuant to Section 10A-2-14.01, a statement to that effect;
(5) If the corporation's board of directors revoked a dissolution authorized by the shareholders pursuant to Section 10A-2-14.02, a statement that revocation was permitted by action by the board of directors alone pursuant to authorization; and
(6) If shareholder action was required to revoke the dissolution effected pursuant to Section 10A-2-14.02, the information required by Section 10A-2-14.03(a)(3) or (4) or by Section 10A-2-14.03(a)(5).
(d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.
(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.04; amended and renumbered by Act 2009-513, p. 967, §145.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-14/division-a/section-10a-2-14-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 14 - Dissolution.›Division A - Voluntary Dissolution.›Section 10A-2-14.05 - Effect of Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division A - Voluntary Dissolution. › Section 10A-2-14.05 - Effect of Dissolution.
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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 the corporation's property;
(3) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;
(4) Subject its directors or officers to standards of conduct different from those prescribed in Article 8;
(5) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;
(6) Prevent commencement of a proceeding by or against the corporation in its corporate name;
(7) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution;
(8) Terminate the authority of the registered agent of the corporation; or
(9) Result in the corporation's name becoming available for use by another entity under Section 10A-1-5.03 until the time for revocation of dissolution has elapsed or, in the case of a corporation administratively dissolved under Section 10A-2-14.21, the time for filing an application for reinstatement has elapsed without the filing of an application, or, if an application is filed, until its final adjudication, including all appeals.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.05; amended and renumbered by Act 2009-513, p. 967, §145.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 14 - Dissolution.›Division B - Administrative Dissolution.›Section 10A-2-14.20 - Grounds for Administrative Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division B - Administrative Dissolution. › Section 10A-2-14.20 - Grounds for Administrative Dissolution.
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Section 10A-2-14.20
Grounds for administrative dissolution.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
The Secretary of State may commence a proceeding under Section 10A-2-14.21 to administratively dissolve a corporation if:
(1) The corporation does not pay within six months after they are due any franchise taxes or penalties imposed by this chapter or other law;
(2) The corporation does not deliver its annual report to the Secretary of State within six months after it is due;
(3) The corporation is without a registered agent or registered office in this state for 60 days or more;
(4) The corporation does not notify the Secretary of State within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or
(5) The corporation's period of duration stated in its articles of incorporation expires.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.20; amended and renumbered by Act 2009-513, p. 967, §147.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-14/division-b/section-10a-2-14-21/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 14 - Dissolution.›Division B - Administrative Dissolution.›Section 10A-2-14.21 - Procedure for and Effect of Administrative Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division B - Administrative Dissolution. › Section 10A-2-14.21 - Procedure for and Effect of Administrative Dissolution.
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Section 10A-2-14.21
Procedure for and effect of administrative dissolution.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) If the Secretary of State determines that one or more grounds exist under Section 10A-2-14.20 for dissolving a corporation, he or she shall serve the corporation with written notice of his or her determination under Section 10A-1-5.31(b), 10A-1-5.35, or 10A-1-5.36.
(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after service of the notice is perfected under Section 10A-1-5.31(b), 10A-1-5.35, or 10A-1-5.36, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate, deliver a copy to the judge of probate for filing, and serve a copy on the corporation under Section 10A-1-5.31(b), 10A-1-5.35, or 10A-1-5.36.
(c) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under Section 10A-2-14.05 and notify claimants under Sections 10A-1-9.21 and 10A-1-9.22, or to apply for reinstatement under Section 10A-2-14.22.
(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.21; amended and renumbered by Act 2009-513, p. 967, §147.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-14/division-b/section-10a-2-14-22/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 14 - Dissolution.›Division B - Administrative Dissolution.›Section 10A-2-14.22 - Reinstatement Following Administrative Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division B - Administrative Dissolution. › Section 10A-2-14.22 - Reinstatement Following Administrative Dissolution.
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Section 10A-2-14.22
Reinstatement following administrative 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 corporation administratively dissolved under Section 10A-2-14.21 may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution. The application must:
(1) Recite the name and address of the corporation and the effective date of its administrative dissolution;
(2) State that the ground or grounds for dissolution either did not exist or have been eliminated;
(3) State that the corporation's name satisfies the requirements of Sections 10A-1-5.03 and 10A-1-5.04; and
(4) Contain a certificate from the Department of Revenue reciting that all taxes owed by the corporation have been paid.
(b) If the Secretary of State determines that the application contains the information required by subsection (a) and that the information is correct, he or she shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his or her determination and the effective date of reinstatement, file the original of the certificate and deliver a copy to the judge of probate for filing, and serve a copy on the corporation under Section 10A-1-5.31, 10A-1-5.35, or 10A-1-5.36.
(c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.22; amended and renumbered by Act 2009-513, p. 967, §147.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-14/division-b/section-10a-2-14-23/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 14 - Dissolution.›Division B - Administrative Dissolution.›Section 10A-2-14.23 - Appeal From Denial of Reinstatement.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division B - Administrative Dissolution. › Section 10A-2-14.23 - Appeal From Denial of Reinstatement.
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Section 10A-2-14.23
Appeal from denial of reinstatement.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, he or she shall serve the corporation under Section 10A-1-5.31, 10A-1-5.35, or 10A-1-5.36 with a written notice that explains the reason or reasons for denial.
(b) The corporation may appeal the denial of reinstatement to the circuit court of the county where its articles of incorporation are filed within 30 days after service of the notice of denial is perfected. A corporation created by an act of the Legislature prior to the adoption of the Constitution of Alabama of 1901, or which resulted from a merger or consolidation, may appeal to the Circuit Court of Montgomery County. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's notice of denial.
(c) The court may summarily order the Secretary of State to reinstate the dissolved corporation, may order a trial de novo, or may take other action the court considers appropriate.
(d) The court's final decision may be appealed as in other civil proceedings.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.23; amended and renumbered by Act 2009-513, p. 967, §147.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-14/division-c/section-10a-2-14-30/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 14 - Dissolution.›Division C - Judicial Dissolution.›Section 10A-2-14.30 - Grounds for Judicial Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division C - Judicial Dissolution. › Section 10A-2-14.30 - Grounds for Judicial Dissolution.
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Section 10A-2-14.30
Grounds for judicial dissolution.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
The circuit court of the county where a corporation's articles of incorporation are filed, or, in the case of corporations created by an act of the Legislature prior to the adoption of the Constitution of Alabama of 1901, or which have resulted from a merger or consolidation, the Circuit Court of Montgomery County, may dissolve the corporation:
(1) In a proceeding by the Attorney General if it is established that:
(i) The corporation obtained its articles 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 shareholder if it is established that:
(i) The directors are deadlocked in the management of the corporate affairs, the shareholders 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 shareholders generally, because of the deadlock;
(ii) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
(iii) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired; or
(iv) The corporate assets are being misapplied or wasted.
(3) In a proceeding by a creditor if it is established that:
(i) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or
(ii) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or
(4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.30; amended and renumbered by Act 2009-513, p. 967, §149.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 14 - Dissolution.›Division C - Judicial Dissolution.›Section 10A-2-14.31 - Procedure for Judicial Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division C - Judicial Dissolution. › Section 10A-2-14.31 - Procedure for Judicial Dissolution.
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Section 10A-2-14.31
Procedure for judicial dissolution.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Venue for a proceeding to dissolve a corporation lies in the county where a corporation's articles of incorporation are filed, or, in the case of a corporation created by an act of the Legislature prior to the adoption of the Constitution of Alabama of 1901, or which resulted from a merger or consolidation, in Montgomery County.
(b) It is not necessary to make shareholders 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 pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.
(d) Within 10 days of the commencement of 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 securities exchange, the corporation must send to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under Section 10A-2-14.34 and accompanied by a copy of Section 10A-2-14.34.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.31; amended and renumbered by Act 2009-513, p. 967, §149.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 14 - Dissolution.›Division C - Judicial Dissolution.›Section 10A-2-14.32 - Receivership or Custodianship.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division C - Judicial Dissolution. › Section 10A-2-14.32 - Receivership or Custodianship.
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Section 10A-2-14.32
Receivership or custodianship.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.
(b) The court may appoint an individual, domestic or foreign corporation, authorized to transact business in this state, or other entity as receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:
(1) The receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and (ii) may sue and defend in his or her own name as receiver of the corporation in all courts of this state;
(2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.
(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors.
(e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and his or her counsel from the assets of the corporation or proceeds from the sale of the assets.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.32; amended and renumbered by Act 2009-513, p. 967, §149.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 14 - Dissolution.›Division C - Judicial Dissolution.›Section 10A-2-14.33 - Decree of Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division C - Judicial Dissolution. › Section 10A-2-14.33 - Decree of Dissolution.
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Section 10A-2-14.33
Decree 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) If after a hearing the court determines that one or more grounds for judicial dissolution described in Section 10A-2-14.30 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the judge of probate, who shall file it.
(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with Section 10A-2-14.05 and the notification of claimants in accordance with Sections 10A-1-9.21 and 10A-1-9.22.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.33; amended and renumbered by Act 2009-513, p. 967, §149.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 14 - Dissolution.›Division C - Judicial Dissolution.›Section 10A-2-14.34 - Election to Purchase in Lieu of Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division C - Judicial Dissolution. › Section 10A-2-14.34 - Election to Purchase in Lieu of Dissolution.
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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 the election to purchase is filed by one or more shareholders, the corporation shall, within 10 days thereafter, give written notice to all shareholders, other than the petitioner. The notice must state the name and number of shares owned by the petitioner and the name and number of shares owned by each electing shareholder and must advise the recipients of their right to join in the election to purchase shares in accordance with this section. Shareholders who wish to participate must file notice of their intention to join in the purchase no later than 30 days after the effective date of the notice to them. All shareholders who have filed an election or notice of their intention to participate in the election or purchase thereby become parties to the proceeding and shall participate in the purchase in proportion to their ownership of shares as of the date the first election was filed, unless they otherwise agree or the court directs. After an election has been filed by the corporation or one or more shareholders, the proceeding under Section 10A-2-14.30(2) may not be discontinued or settled unless the court determines that it would be equitable to the corporation and the shareholders, other than the petitioner, to permit the discontinuance, settlement, sale, or other disposition.
(c) If, within 60 days of the filing of the first election, the parties reach agreement as to the fair value and terms of purchase of petitioner's shares, the court shall enter an order directing the purchase of petitioner's shares upon the terms and conditions agreed to by the parties.
(d) If the parties are unable to reach an agreement as provided for in subsection (c), the court, upon application by any party, shall stay the Section 10A-2-14.30(2) proceedings and determine the fair value of the petitioner's shares as of the day before the date on which the petition under Section 10A-2-14.30(2) was filed or as of the other date the court deems appropriate under the circumstances.
(e) Upon determining the fair value of the shares, the court shall enter an order directing the purchase upon the terms and conditions as the court deems appropriate, which may include payment of the purchase price in installments, where necessary in the interest of equity, provision for security to assure payment of the purchase price and any additional costs, fees, and expenses as may have been awarded, and, if the shares are to be purchased by shareholders, the allocation of shares among them. In allocating petitioner's shares among holders of different classes of shares, the court should attempt to preserve the existing distribution of voting rights among holders of different classes insofar as practicable and may direct that holders of a specific class or classes shall not participate in the purchase. Interest may be allowed at the rate and from the date determined by the court to be equitable, but if the court finds that the petitioning shareholder had probable grounds for relief under paragraphs (ii) or (iv) of Section 10A-2-14.30(2), it may award to the petitioning shareholder reasonable fees and expenses of counsel and of any experts employed by him or her.
(f) Upon entry of an order under subsections (c) or (e), the court shall dismiss the petition to dissolve the corporation under Section 10A-2-14.30 and the petitioning shareholder shall no longer have any rights or status as a shareholder of the corporation except the right to receive the amounts awarded to him or her by the order of the court which shall be enforceable in the same manner as any other judgment.
(g) The purchase ordered pursuant to subsection (e) shall be made within 10 days after the date the order becomes final unless before that time the corporation files with the court a notice of its intention to adopt articles of dissolution pursuant to Sections 10A-2-14.02 and 10A-2-14.03, which articles must then be adopted and filed within 50 days thereafter. Upon filing of the articles of dissolution, the corporation shall be dissolved in accordance with the provisions of Sections 10A-2-14.05 and 10A-1-9.22, and the order entered pursuant to subsection (e) shall no longer be of any force or effect, except that the court may award the petitioning shareholder reasonable fees and expenses in accordance with the provisions of the last sentence of subsection (e) and the petitioner may continue to pursue any claims previously asserted on behalf of the corporation.
(h) Any payment by the corporation pursuant to an order under subsections (c) or (e) other than an award of fees and expenses pursuant to subsection (e), is subject to the provisions of Section 10A-2-6.40.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.34; amended and renumbered by Act 2009-513, p. 967, §149.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-14/division-d/section-10a-2-14-40/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 14 - Dissolution.›Division D - Miscellaneous.›Section 10A-2-14.40 - Deposit With State Treasurer.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division D - Miscellaneous. › Section 10A-2-14.40 - Deposit With State Treasurer.
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Section 10A-2-14.40
Deposit with State Treasurer.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the State Treasurer for safekeeping. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the State Treasurer shall pay him or her or his or her representative that amount. The assets shall be held for the owner by the State Treasurer for three years and any assets which remain unclaimed by the owner after three years shall be presumed abandoned and subject to the provisions of the Uniform Disposition of Unclaimed Property Act.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.40; amended and renumbered by Act 2009-513, p. 967, §151.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-15/division-a/section-10a-2-15-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 15 - Foreign Corporations.›Division A - Registration.›Section 10A-2-15.01 - Registration Required to Transact Business.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 15 - Foreign Corporations. › Division A - Registration. › Section 10A-2-15.01 - Registration Required to Transact Business.
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Section 10A-2-15.01
Registration required to transact business.
Repealed by Act 2012-304, effective January 1, 2014
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.01; amended and renumbered by Act 2009-513, p. 967, §153.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-15/division-a/section-10a-2-15-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 15 - Foreign Corporations.›Division A - Registration.›Section 10A-2-15.02 - Consequences of Transacting Business Without Registering.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 15 - Foreign Corporations. › Division A - Registration. › Section 10A-2-15.02 - Consequences of Transacting Business Without Registering.
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Section 10A-2-15.02
Consequences of transacting business without registering.
Repealed by Act 2012-304 effective January 1, 2014.
(Acts 1994, No. 94-245, p. 343, §1; repealed by Acts 1995, No. 95-663, p. 1374, §2; added by Acts 1995, No. 95-663, p. 1374, §3; Act 99-665, 2nd Sp. Sess., p. 131, §3; §10-2B-15.02; amended and renumbered by Act 2009-513, p. 967, §153.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-15/division-d/section-10a-2-15-40/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 15 - Foreign Corporations.›Division D - Acting in a Fiduciary Capacity.›Section 10A-2-15.40 - Definitions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 15 - Foreign Corporations. › Division D - Acting in a Fiduciary Capacity. › Section 10A-2-15.40 - Definitions.
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Section 10A-2-15.40
Definitions.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
The term "foreign corporation," as used in this division, shall mean:
(1) Any bank or other corporation now or hereafter organized or existing under the laws of any state of the United States other than the State of Alabama; and
(2) Any national banking association or other corporation organized under the laws of the United States having its principal place of business in any state of the United States other than Alabama.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.40; amended and renumbered by Act 2009-513, p. 967, §159.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-15/division-d/section-10a-2-15-41/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 15 - Foreign Corporations.›Division D - Acting in a Fiduciary Capacity.›Section 10A-2-15.41 - Authority of Foreign Corporation to Act as Fiduciary.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 15 - Foreign Corporations. › Division D - Acting in a Fiduciary Capacity. › Section 10A-2-15.41 - Authority of Foreign Corporation to Act as Fiduciary.
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Section 10A-2-15.41
Authority of foreign corporation to act as fiduciary.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Any foreign corporation may act in this state as trustee, personal representative, executor, administrator of any kind, guardian, conservator, or in any other like or similar fiduciary capacity, whether the appointment is by law, will, deed, inter vivos trust, mortgage, deed of trust, court order or otherwise, without the necessity of complying with any law of this state relating to the qualification of foreign corporations to do business in this state or the licensing of foreign corporations to do business in this state and notwithstanding any prohibition, limitation, or restriction contained in any law of this state subject to the following conditions:
(1) The foreign corporation is authorized to act in a fiduciary capacity, or capacities, in the state in which it is incorporated or, if the foreign corporation is a national banking association or other corporation organized under the laws of the United States, in the state in which it has its principal place of business.
(2) Any bank or other corporation organized under the laws of this state or a national banking association or other corporation organized under the laws of the United States having its principal place of business in this state which is authorized to act in a fiduciary capacity in this state is authorized to act in a like fiduciary capacity in the other state without the necessity of complying with any law of the other state relating to the qualification of a foreign corporation to do business in the other state.
(b) Nothing contained in this division shall be construed to prohibit or make unlawful any activity in this state by a bank or other corporation which is not incorporated under the laws of this state, or, if a national bank or other corporation organized under the laws of the United States, which does not have its principal place of business in this state which would be lawful in the absence of this division.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.41; amended and renumbered by Act 2009-513, p. 967, §159.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 15 - Foreign Corporations.›Division D - Acting in a Fiduciary Capacity.›Section 10A-2-15.42 - Filing of Verified Statement With Commissioner of Revenue by Foreign Corporati...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 15 - Foreign Corporations. › Division D - Acting in a Fiduciary Capacity. › Section 10A-2-15.42 - Filing of Verified Statement With Commissioner of Revenue by Foreign Corporation Prior to Acting as Fiduciary.
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Section 10A-2-15.42
Filing of verified statement with Commissioner of Revenue by foreign corporation prior to acting as fiduciary.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Prior to the time when any foreign corporation acts pursuant to the authority of this article in any fiduciary capacity or capacities in this state, the foreign corporation shall file with the Commissioner of Revenue of this state a verified statement which shall state:
(1) The correct corporate name of the foreign corporation;
(2) The name of the state under the laws of which it is incorporated or if the foreign corporation is a national banking association or other corporation organized under the laws of the United States shall state that fact;
(3) The address of its principal business office;
(4) In what fiduciary capacity, or capacities, it desires to act in the State of Alabama;
(5) That it is authorized to act in a similar fiduciary capacity or capacities in the state in which it is incorporated or, if it is a national banking association or other corporation organized under the laws of the United States, in which it has its principal place of business; and
(6) The statement shall irrevocably appoint the Commissioner of Revenue of Alabama as its true and lawful attorney to receive service of process in any action or proceeding against it relating to or growing out of any trust, estate or matter in respect of which the foreign corporation may act in this state in any fiduciary capacity.
The statement shall be verified by an officer of the foreign corporation, and there shall be filed with it the certificates of public officials and copies of documents certified by public officials as may be necessary to show that the foreign corporation is authorized to act in a fiduciary capacity or capacities similar to those in which it desires to act in the State of Alabama in the state in which it is incorporated or, if it is a national banking association or other corporation organized under the laws of the United States, in which it has its principal place of business.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.42; amended and renumbered by Act 2009-513, p. 967, §159.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 15 - Foreign Corporations.›Division D - Acting in a Fiduciary Capacity.›Section 10A-2-15.43 - Foreign Corporation Acting as Fiduciary Not Deemed Doing Business in This Stat...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 15 - Foreign Corporations. › Division D - Acting in a Fiduciary Capacity. › Section 10A-2-15.43 - Foreign Corporation Acting as Fiduciary Not Deemed Doing Business in This State.
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Section 10A-2-15.43
Foreign corporation acting as fiduciary not deemed doing business in this state.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
A foreign corporation, insofar as it acts in a fiduciary capacity in this state pursuant to the provisions of this division, shall not be deemed to be transacting business in this state, but no foreign corporation acting in a fiduciary capacity in this state pursuant to the provisions of this division without qualifying to do business in this state pursuant to this article or other applicable provisions of law shall establish or maintain in this state a place of business, branch office, or agency for the conduct of business as a fiduciary. Nothing contained in this division shall diminish the authority of out-of-state banks and trust companies to establish or acquire and maintain trust offices or representative trust offices, or both, under the provisions of Chapter 11A of Title 5.
(Acts 1994, No. 94-245, p. 343, §1; Act 2007-224, p. 284, §1; §10-2B-15.43; amended and renumbered by Act 2009-513, p. 967, §159.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 15 - Foreign Corporations.›Division D - Acting in a Fiduciary Capacity.›Section 10A-2-15.44 - Foreign Corporation Previously Acting in Fiduciary Capacity in State.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 15 - Foreign Corporations. › Division D - Acting in a Fiduciary Capacity. › Section 10A-2-15.44 - Foreign Corporation Previously Acting in Fiduciary Capacity in State.
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Section 10A-2-15.44
Foreign corporation previously acting in fiduciary capacity in state.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
The provisions of this division shall not prohibit any foreign corporation authorized to act in a fiduciary capacity or capacities in the state in which it is incorporated or any national banking association or other corporation organized under the laws of the United States authorized to act in a fiduciary capacity or capacities in its principal place of business which, prior to April 14, 1956, or in the case of a corporation other than a national banking association, prior to January 1, 1995, was acting or appointed to act in this state in a particular fiduciary capacity or capacities, from continuing in the performance of the fiduciary activity or activities without complying with the provisions of this division.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.44; amended and renumbered by Act 2009-513, p. 967, §159.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 15 - Foreign Corporations.›Division D - Acting in a Fiduciary Capacity.›Section 10A-2-15.45 - Service of Process on Foreign Corporation Acting in Fiduciary Capacity.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 15 - Foreign Corporations. › Division D - Acting in a Fiduciary Capacity. › Section 10A-2-15.45 - Service of Process on Foreign Corporation Acting in Fiduciary Capacity.
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Section 10A-2-15.45
Service of process on foreign corporation acting in fiduciary capacity.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Every foreign corporation acting in a fiduciary capacity in this state pursuant to the terms of this division shall be deemed to consent to service of all legal process in any action or proceeding against it and to service of any notice or demand permitted or required by law relating to or growing out of any trust, estate or matter in respect of which the foreign corporation shall have acted in this state in any fiduciary capacity pursuant to any means of service of process provided in Section 10A-1-5.31, 10A-1-5.35, or 10A-1-5.36.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.45; amended and renumbered by Act 2009-513, p. 967, §159.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-16/division-a/section-10a-2-16-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 16 - Records and Reports.›Division A - Records.›Section 10A-2-16.01 - Corporate Records.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 16 - Records and Reports. › Division A - Records. › Section 10A-2-16.01 - Corporate Records.
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Section 10A-2-16.01
Corporate records.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class or shares showing the number and class of shares held by each.
(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(e) Each domestic corporation and any foreign corporation having its principal office within this state shall keep a copy of the following records at its principal office:
(1) Its articles or restated articles of incorporation and all amendments to them currently in effect;
(2) Its bylaws or restated bylaws and all amendments to them currently in effect;
(3) Resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;
(4) The minutes of all shareholders' meetings, and records of all actions taken by shareholders without a meeting, for the past three years;
(5) All written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under Section 10A-2-16.20;
(6) A list of the names and business addresses of its current directors and officers; and
(7) Its most recent annual report delivered to the Secretary of State under Section 10A-2-16.22, or public record information filed with the Department of Revenue in lieu thereof.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-16.01; amended and renumbered by Act 2009-513, p. 967, §161.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 16 - Records and Reports.›Division A - Records.›Section 10A-2-16.02 - Inspection of Records by Shareholders.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 16 - Records and Reports. › Division A - Records. › Section 10A-2-16.02 - Inspection of Records by Shareholders.
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Section 10A-2-16.02
Inspection of records by shareholders.
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 of a domestic corporation or of a foreign corporation with its principal office within this state is entitled to inspect and copy, during regular business hours at the corporation's principal office, or if its principal office is outside this state, at a reasonable location within this state, specified by the corporation, any of the records of the corporation described in Section 10A-2-16.01(e) if he or she gives the corporation written notice of his or her demand at least five business days before the date on which he or she wishes to inspect and copy.
(b) A shareholder of a domestic corporation or of a foreign corporation with its principal office within this state who shall have been a holder of record of shares for 180 days immediately preceding his or her demand or who is the holder of record of at least five percent of the outstanding shares is entitled to inspect and copy during regular business hours at a reasonable location within this state specified by the corporation, or in the case of accounting records of the corporation, if the records are maintained outside the state and inspection and copying within this state is impracticable, at a reasonable location outside the state specified by the corporation, for any proper purpose, all of its books, papers, records of account, minutes and record of shareholders, if the shareholder gives the corporation written notice of his or her demand, stating the purpose therefor, at least five business days before the date on which he or she wishes to inspect and copy. Provided, however, if a corporation is engaged in the business of banking, its books and records of account and minutes relating to the private financial affairs of borrowers and depositors who are neither officers, directors, or employees of the corporation nor related to or engaged in business with an officer, director, or employee shall not be subject to examination by the shareholder or by his or her agent or attorney in the absence of an order of a court of competent jurisdiction, after inspection of the books and records of account and minutes in camera, that the examination is necessary; and the order shall be subject to review in the Supreme Court of Alabama on writ of mandamus. Provided, further, that if a corporation is engaged in the business of banking, its books and records of account and minutes shall be deemed not to include any reports of examination by state or federal supervisory agencies nor any actions taken nor reports made by the corporation to bank supervisory authorities pursuant thereto.
(c) Any officer or agent who, or a corporation which, without reasonable cause, shall refuse to allow any shareholder, or his or her agent or attorney so to examine and make copies of and extracts from its books, papers, records of account, minutes and record of shareholders, for any proper purpose, shall be liable to the shareholder for a penalty of an amount not to exceed 10 percent of the value of the shares owned by the shareholder, in addition to any other damages or remedy afforded him or her by law. It shall be a defense to an action brought to collect the penalty specified in this section that the person suing therefor within the two years next preceding the demand has sold or offered for sale any list of shareholders of the corporation, or any other corporation or knowingly has aided or abetted any person in procuring any list of shareholders, or improperly has used any information secured through any prior examination of the books, papers, records of account, minutes or record of shareholders, or was not acting in good faith or for a proper purpose in making this demand.
(d) The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws.
(e) This section does not affect:
(1) The right of a shareholder to inspect records under Section 10A-2-7.20 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or
(2) The power of a court, independently of this chapter, to compel the production of corporate records for examination.
(f) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on his or her behalf.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-16.02; amended and renumbered by Act 2009-513, p. 967, §161.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 16 - Records and Reports.›Division A - Records.›Section 10A-2-16.03 - Scope of Inspection Right.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 16 - Records and Reports. › Division A - Records. › Section 10A-2-16.03 - Scope of Inspection Right.
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Section 10A-2-16.03
Scope of inspection right.
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's agent or attorney has the same inspection and copying rights as the shareholder he or she represents.
(b) The right to copy records under Section 10A-2-16.02 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.
(c) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of reproduction of the records.
(d) The corporation may comply with a shareholder's demand to inspect the record of shareholders under Section 10A-2-16.02(b) by providing him or her with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-16.03; amended and renumbered by Act 2009-513, p. 967, §161.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 16 - Records and Reports.›Division A - Records.›Section 10A-2-16.04 - Court-Ordered Inspection.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 16 - Records and Reports. › Division A - Records. › Section 10A-2-16.04 - Court-Ordered Inspection.
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Section 10A-2-16.04
Court-ordered inspection.
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 domestic corporation or a foreign corporation with its principal office within this state does not allow a shareholder who complies with Section 10A-2-16.02(a) to inspect and copy any records required by that subsection to be available for inspection, the circuit court of the county where the corporation's principal office, or, if none in this state, its registered office, is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.
(b) If a domestic corporation or a foreign corporation with its principal office within this state does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with Section 10A-2-16.02(b) and (c) may apply to the circuit court in the county where the corporation's principal office, or, if none in this state, its registered office, is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(c) If the court orders inspection and copying of the records demanded, it shall, in addition to any penalty or damages for which there is liability under Section 10A-2-16.02(c), also order the corporation to pay the shareholder's costs, including reasonable counsel fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.
(d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-16.04; amended and renumbered by Act 2009-513, p. 967, §161.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 16 - Records and Reports.›Division B - Reports.›Section 10A-2-16.20 - Financial Statements for Shareholders.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 16 - Records and Reports. › Division B - Reports. › Section 10A-2-16.20 - Financial Statements for Shareholders.
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Section 10A-2-16.20
Financial statements for shareholders.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation shall furnish its annual financial statements to each shareholder who requests a statement, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders' equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis. If the financial statements for the corporation are not prepared on the basis of generally accepted accounting principles, the annual financial statements furnished shareholders may be prepared either on the same basis used by the corporation for filing its United States income tax returns or as required by appropriate regulatory agencies.
(b) If the annual financial statements are reported upon by a public accountant or certified public accountant, his or her report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records:
(1) Stating his or her reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
(c) A corporation shall mail or deliver by electronic transmission the annual financial statements to each shareholder who requests a statement within 120 days after the close of each fiscal year. Thereafter, on written request from a shareholder who was not mailed the statements, the corporation shall mail or deliver by electronic transmission him or her the latest annual financial statements.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-16.20; amended and renumbered by Act 2009-513, p. 967, §163; Act 2009-634, p. 1945, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-16/division-b/section-10a-2-16-21/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 16 - Records and Reports.›Division B - Reports.›Section 10A-2-16.21 - Other Reports to Shareholders.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 16 - Records and Reports. › Division B - Reports. › Section 10A-2-16.21 - Other Reports to Shareholders.
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Section 10A-2-16.21
Other reports to shareholders.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
If a corporation indemnifies or advances expenses to a director under Section 10A-2-8.51, 10A-2-8.53, or 10A-2-8.54, or under Article 6 of Chapter 1, or under any other provision of this title, in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders' meeting.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-16.21; amended and renumbered by Act 2009-513, p. 967, §163.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-16/division-b/section-10a-2-16-22/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 16 - Records and Reports.›Division B - Reports.›Section 10A-2-16.22 - Annual Report for Secretary of State.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 16 - Records and Reports. › Division B - Reports. › Section 10A-2-16.22 - Annual Report for Secretary of State.
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Section 10A-2-16.22
Annual report for Secretary of State.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall deliver to the Secretary of State for filing an annual report that sets forth:
(1) The name of the corporation and the state or other jurisdiction under whose law it is incorporated;
(2) The address of its registered office and the name of its registered agent at that office in this state;
(3) The address of its principal office including, in the case of a foreign corporation, the address of its principal office in the state or other jurisdiction under whose law it is incorporated;
(4) The names and respective addresses of its president and secretary; and
(5) A brief statement of the character of business in which it is actually engaged in this state.
(b) Information in the annual report must be current as of the date the annual report is executed on behalf of the corporation.
(c) The first annual report must be delivered to the Secretary of State between January 1 and March 15 of the year following the calendar year in which a domestic corporation was incorporated or a foreign corporation was authorized to transact business. Subsequent annual reports must be delivered to the Secretary of State between January 1 and March 15 of the following calendar years.
(d) If an annual report does not contain the information required by this section, the Secretary of State shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the Secretary of State within 30 days after the effective date of notice, it is deemed to be timely filed.
(e) The public record information filed with the Department of Revenue, pursuant to Chapter 14A of Title 40 shall constitute and be accepted in lieu of the annual report required pursuant to this section, provided that a ten dollar ($10) fee for the State of Alabama accompany the public record information filed by the corporation annually with the Department of Revenue. The fee for the annual report shall be deposited in the State Treasury to the credit of the Secretary of State Entity Fund as prescribed by Section 10A-1-4.31.
(Acts 1994, No. 94-245, p. 343, §1; Act 99-665, 2nd Sp. Sess., p. 131, §4; §10-2B-16.22; amended and renumbered by Act 2009-513, p. 967, §163.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 17 - Application.›Section 10A-2-17.01 - Application to Existing Domestic Corporations.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 17 - Application. › Section 10A-2-17.01 - Application to Existing Domestic Corporations.
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Section 10A-2-17.01
Application to existing domestic corporations.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
This chapter and the provisions of Chapter 1 to the extent applicable to business corporations apply to all existing corporations organized under any general or special law of this state providing for the organization of corporations for a purpose or purposes for which a corporation might be organized under this chapter, where the power has been reserved to amend, repeal or modify the law under which the corporation was organized.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-17.01; amended and renumbered by Act 2009-513, p. 967, §165.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 17 - Application.›Section 10A-2-17.02 - Application to Qualified Foreign Corporations.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 17 - Application. › Section 10A-2-17.02 - Application to Qualified Foreign Corporations.
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Section 10A-2-17.02
Application to qualified foreign corporations.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
A foreign corporation authorized to transact business in this state on the effective date of this title is subject to this chapter but is not required to renew its registration to transact business hereunder.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-17.02; amended and renumbered by Act 2009-513, p. 967, §165.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2A - Alabama Business Corporation Law.›Article 1 - General Provisions.›Division A - Short Title.›Section 10A-2A-1.01 - Short Title.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 1 - General Provisions. › Division A - Short Title. › Section 10A-2A-1.01 - Short Title.
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Section 10A-2A-1.01
Short Title.
(a) This chapter and the provisions of Chapter 1, to the extent applicable to business corporations, shall be known and may be cited as the Alabama Business Corporation Law.
(b) This chapter and the provisions of Chapter 1, to the extent applicable to business corporations, apply to a corporation incorporated and existing under this chapter or any predecessor law regarding business corporations, and to a foreign corporation that is transacting business in this state, regardless of whether the foreign corporation is registered to transact business in this state. Without in any way limiting the generality of any provision of this chapter or of any provision of Chapter 1, this chapter and the provisions of Chapter 1, to the extent applicable to corporations, shall apply to banks, trust companies, savings and loan associations, insurance companies, public utilities, and railroad companies, except to the extent, if any, that any provision of this chapter or of Chapter 1 is inconsistent with other statutes of this state specifically applicable to those entities.
(Act 2019-94, §1.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2A - Alabama Business Corporation Law.›Article 1 - General Provisions.›Division B - Filing Documents.›Section 10A-2A-1.20 - Requirements for Filing Instruments; Extrinsic Facts.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 1 - General Provisions. › Division B - Filing Documents. › Section 10A-2A-1.20 - Requirements for Filing Instruments; Extrinsic Facts.
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Section 10A-2A-1.20
Requirements for filing instruments; extrinsic facts.
(a) Whenever any filing instrument is to be filed with the Secretary of State or in accordance with this chapter, such instrument shall be executed as follows:
(1) Except as provided in subsection (a)(3), the certificate of incorporation, and any other instrument to be filed before the election of the initial board of directors if the initial directors were not named in the certificate of incorporation, shall be signed by the incorporator or incorporators or the successors and assigns of the incorporator or incorporators. If any incorporator is not available then any other instrument may be signed, with the same effect as if the incorporator had signed it, by any person for whom or on whose behalf the incorporator, in executing the certificate of incorporation, was acting directly or indirectly as employee or agent, provided that the other instrument shall state that the incorporator is not available and the reason therefor, that the incorporator in executing the certificate of incorporation was acting directly or indirectly as employee or agent for or on behalf of the person, and that the person's signature on the instrument is otherwise authorized and not wrongful.
(2) Except as provided in subsection (a)(3), all other filing instruments shall be signed:
(i) by any authorized officer of the corporation; or
(ii) if it shall appear from the filing instrument that there are no such officers, then by a majority of the directors or by such directors as may be designated by the board of directors; or
(iii) if it shall appear from the filing instrument that there are no such officers or directors, then by the holders of record, or such of them as may be designated by the holders of record, of a majority of all outstanding shares of stock; or
(iv) by the holders of record of all outstanding shares of stock.
(3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(b) The person executing the filing instrument shall sign it and state beneath or opposite the person's signature the person's name and the capacity in which the filing instrument is signed. The filing instrument may, but need not, contain a corporate seal, attestation, acknowledgment, or verification.
(c) Whenever a provision of this chapter permits any of the terms of a plan or a filing instrument to be dependent on facts objectively ascertainable outside the plan or filing instrument, the following provisions apply:
(1) The manner in which the facts will operate upon the terms of the plan or filing instrument must be set forth in the plan or filing instrument.
(2) The facts may include:
(i) any of the following that are available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data;
(ii) a determination or action by any person or body, including the corporation or any other party to a plan or filing instrument; or
(iii) the terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document.
(3) As used in this subsection (c), "plan" means a plan of conversion, merger, or share exchange.
(4) The following provisions of a plan or filing instrument may not be made dependent on facts outside the plan or filed document:
(i) the name and address of any person required in a filing instrument;
(ii) the registered office of any entity required in a filing instrument;
(iii) the registered agent of any entity required in a filing instrument;
(iv) the number of authorized shares of stock and designation of each class or series of stock;
(v) the effective date and time of a filing instrument as determined under Article 4 of Chapter 1; and
(vi) any required statement in a filing instrument of the date on which the underlying transaction was approved or the manner in which that approval was given.
(5) If a provision of a filing instrument is made dependent on a fact ascertainable outside of the filing instrument, and that fact is neither ascertainable by reference to a source described in subsection (c)(2)(i) or a document that is a matter of public record, nor have the affected stockholders received notice of the fact from the corporation, then the corporation shall file with the Secretary of State a certificate of amendment to the filing instrument setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. A certificate of amendment under this subsection (c)(5) is deemed to be authorized by the authorization of the original filing instrument to which it relates and may be filed by the corporation without further action by the board of directors or the stockholders.
(Act 2019-94, §1.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2A - Alabama Business Corporation Law.›Article 1 - General Provisions.›Division B - Filing Documents.›Section 10A-2A-1.21 - Certificate of Existence or Registration.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 1 - General Provisions. › Division B - Filing Documents. › Section 10A-2A-1.21 - Certificate of Existence or Registration.
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Section 10A-2A-1.21
Certificate of existence or registration.
(a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a corporation if the writings filed in the office of the Secretary of State show that the corporation has been incorporated under the laws of this state. A certificate of existence shall reflect only the information on file with the Secretary of State. A certificate of existence must state:
(1) the corporation's name;
(2) that the corporation was incorporated under the laws of this state, the date of incorporation, and the filing office in which the certificate of incorporation was filed;
(3) whether the corporation has delivered to the Secretary of State for filing a certificate of dissolution;
(4) whether the corporation has delivered to the Secretary of State for filing a certificate of reinstatement; and
(5) other facts of record in the office of the Secretary of State that are specified by the person requesting the certificate.
(b) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of registration for a foreign corporation if the writings filed in the office of the Secretary of State show that the Secretary of State has filed an application for registration for authority to transact business in this state and the registration has not been revoked, withdrawn, or terminated. A certificate of registration must state:
(1) the foreign corporation's name and any alternate name adopted for use in this state;
(2) that the foreign corporation is authorized to transact business in this state;
(3) that the Secretary of State has not revoked the foreign corporation's registration;
(4) that the foreign corporation has not filed with the Secretary of State a certificate of withdrawal or otherwise terminated its registration; and
(5) other facts of record in the office of the Secretary of State that are specified by the person requesting the certificate.
(c) Subject to any qualification stated in the certificate, a certificate of existence or certificate of registration issued by the Secretary of State is conclusive evidence that the corporation is in existence or the foreign corporation is authorized to transact business in this state.
(Act 2019-94, §1.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2A - Alabama Business Corporation Law.›Article 1 - General Provisions.›Division C - Definitions.›Section 10A-2A-1.40 - Chapter Definitions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 1 - General Provisions. › Division C - Definitions. › Section 10A-2A-1.40 - Chapter Definitions.
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Section 10A-2A-1.40
Chapter definitions.
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 of incorporation or any other document filed under this chapter or Chapter 1 that restates the certificate of incorporation in its entirety, the certificate of incorporation shall not include any prior documents. When used with respect to a corporation incorporated and existing on December 31, 2019, under a predecessor law of this state, the term "certificate of incorporation" means articles of incorporation, charter, or similar incorporating document, and all amendments and restatements to the certificate of incorporation, charter, or similar incorporating document. When used with respect to a foreign corporation, a nonprofit corporation, or a foreign nonprofit corporation, the "certificate of incorporation" of such an entity means the document of such entity that is equivalent to the certificate of incorporation of a corporation. The term "certificate of incorporation" as used in this chapter is synonymous to the term "certificate of formation" used in Chapter 1.
(4) CORPORATION, except in the phrase foreign corporation, means an entity incorporated or existing under this chapter.
(5) DELIVER or DELIVERY means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with Section 10A-2A-1.41, by electronic transmission.
(6) DISTRIBUTION means a direct or indirect transfer of cash or other property (except a corporation's own stock) or incurrence of indebtedness by a corporation to or for the benefit of its stockholders in respect of any of its stock. A distribution may be in the form of a payment of a dividend; a purchase, redemption, or other acquisition of stock; a distribution of indebtedness; a distribution in liquidation; or otherwise.
(7) DOCUMENT means a writing as defined in Chapter 1.
(8) EFFECTIVE DATE, when referring to a document accepted for filing by the Secretary of State, means the time and date determined in accordance with Article 4 of Chapter 1.
(9) ELECTRONIC MAIL means an electronic transmission directed to a unique electronic mail address.
(10) ELECTRONIC MAIL ADDRESS means a destination, commonly expressed as a string of characters, consisting of a unique user name or mailbox (commonly referred to as the "local part" of the address) and a reference to an internet domain (commonly referred to as the "domain part" of the address), whether or not displayed, to which electronic mail can be sent or delivered.
(11) ELIGIBLE ENTITY means an unincorporated entity, foreign unincorporated entity, nonprofit corporation, or foreign nonprofit corporation.
(12) ELIGIBLE INTERESTS means interests or memberships.
(13) EMPLOYEE includes an officer, but not a director. A director may accept duties that make the director also an employee.
(14) ENTITY includes corporation; foreign corporation; nonprofit corporation; foreign nonprofit corporation; estate; trust; unincorporated entity; foreign unincorporated entity; and state, United States, and foreign government.
(15) EXPENSES means reasonable expenses of any kind that are incurred in connection with a matter.
(16) FILING ENTITY means an unincorporated entity, other than a limited liability partnership, that is of a type that is created by filing a public organic record or is required to file a public organic record that evidences its creation.
(17) FOREIGN CORPORATION means a corporation incorporated under a law other than the law of this state which would be a corporation if incorporated under the law of this state.
(18) FOREIGN NONPROFIT CORPORATION means a corporation incorporated under a law other than the law of this state which would be a nonprofit corporation if incorporated under the law of this state.
(19) GOVERNING STATUTE means the statute governing the internal affairs of a corporation, foreign corporation, nonprofit corporation, foreign nonprofit corporation, unincorporated entity, or foreign unincorporated entity.
(20) GOVERNMENTAL SUBDIVISION includes authority, county, district, and municipality.
(21) INCLUDES and INCLUDING denote a partial definition or a nonexclusive list.
(22) INTEREST means either or both of the following rights under the governing statute governing an unincorporated entity:
(i) the right to receive distributions from the entity either in the ordinary course or upon liquidation; or
(ii) the right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs.
(23) INTEREST HOLDER means a person who holds of record an interest.
(24) KNOWLEDGE is determined as follows:
(a) A person knows a fact when the person:
(1) has actual knowledge of it; or
(2) is deemed to know it under law other than this chapter.
(b) A person has notice of a fact when the person:
(1) knows of it;
(2) receives notification of it in accordance with Section 10A-2A-1.41;
(3) has reason to know the fact from all of the facts known to the person at the time in question; or
(4) is deemed to have notice of the fact under subsection (d).
(c) A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course in accordance with Section 10A-2A-1.41, whether or not the other person knows the fact.
(d) A person is deemed to have notice of a corporation's:
(1) matters included in the certificate of incorporation upon filing;
(2) dissolution, 90 days after a certificate of dissolution under Section 10A-2A-14.03 becomes effective;
(3) conversion, merger, or interest exchange under Article 9 or Article 11, 90 days after a statement of conversion, or statement of merger or interest exchange becomes effective;
(4) conversion or merger under Article 8 of Chapter 1, 90 days after a statement of conversion or statement of merger becomes effective; and
(5) revocation of dissolution and reinstatement, 90 days after certificate of revocation of dissolution and reinstatement under Section 10A-2A-14.04 becomes effective.
(e) A stockholder's knowledge, notice, or receipt of a notification of a fact relating to the corporation is not knowledge, notice, or receipt of a notification of a fact by the corporation solely by reason of the stockholder's capacity as a stockholder.
(f) The date and time of the effectiveness of a notice delivered in accordance with Section 10A-2A-1.41, is determined by Section 10A-2A-1.41.
(25) MEANS denotes an exhaustive definition.
(26) MEMBERSHIP means the rights of a member in a nonprofit corporation or foreign nonprofit corporation.
(27) MERGER means a transaction pursuant to Section 10A-2A-11.02.
(28) ORGANIZATIONAL DOCUMENTS means the public organic record and private organizational documents of a corporation, foreign corporation, or eligible entity.
(29) PRINCIPAL OFFICE means the office (in or out of this state) so designated in the annual report where the principal executive offices of a corporation or foreign corporation are located.
(30) PRIVATE ORGANIZATIONAL DOCUMENTS means (i) the bylaws of a corporation, foreign corporation, nonprofit corporation, or foreign nonprofit corporation, or (ii) the rules, regardless of whether in writing, that govern the internal affairs of an unincorporated entity or foreign unincorporated entity, are binding on all its interest holders, and are not part of its public organic record, if any. Where private organizational documents have been amended or restated, the term means the private organizational documents as last amended or restated.
(31) PROCEEDING includes any civil suit and criminal, administrative, and investigatory action.
(32) PUBLIC ORGANIC RECORD means (i) the certificate of incorporation of a corporation, foreign corporation, nonprofit corporation, or foreign nonprofit corporation, or (ii) the document, if any, the filing of which is required to create an unincorporated entity or foreign unincorporated entity, or which creates the unincorporated entity or foreign unincorporated entity and is required to be filed. Where a public organic record has been amended or restated, the term means the public organic record as last amended or restated.
(33) RECORD DATE means the date fixed for determining the identity of the corporation's stockholders and their stockholdings for purposes of this chapter. Unless another time is specified when the record date is fixed, the determination shall be made as of the close of business at the principal office of the corporation on the date so fixed.
(34) RECORD STOCKHOLDER means (i) the person in whose name shares of stock are registered in the records of the corporation, or (ii) the person identified as the beneficial owner of stock in a beneficial ownership certificate pursuant to Section 10A-2A-7.23 on file with the corporation to the extent of the rights granted by such certificate.
(35) SECRETARY means the corporate officer to whom the board of directors has delegated responsibility under Section 10A-2A-8.40(c) to maintain the minutes of the meetings of the board of directors and of the stockholders and for authenticating records of the corporation.
(36) STOCK EXCHANGE means a transaction pursuant to Section 10A-2A-11.03.
(37) STOCKHOLDER means a record stockholder.
(38) STOCK means the units into which the proprietary interests in a corporation or foreign corporation are divided.
(39) TYPE OF ENTITY means a generic form of entity: (i) recognized at common law; or (ii) formed under a governing statute, regardless of whether some entities formed under that law are subject to provisions of that law that create different categories of the form of entity.
(40) UNINCORPORATED ENTITY means an organization or artificial legal person that either has a separate legal existence or has the power to acquire an estate in real property in its own name and that is not any of the following: a corporation, foreign corporation, nonprofit corporation, foreign nonprofit corporation, a series of a limited liability company or of another type of entity, an estate, a trust, a state, United States, or foreign government. The term includes a general partnership, limited liability company, limited partnership, business trust, joint stock association, and unincorporated nonprofit association.
(41) UNITED STATES includes any district, authority, bureau, commission, department, and any other agency of the United States.
(42) UNRESTRICTED VOTING TRUST BENEFICIAL OWNER means, with respect to any stockholder rights, a voting trust beneficial owner whose entitlement to exercise the stockholder right in question is not inconsistent with the voting trust agreement.
(43) VOTING GROUP means all stock of one or more classes or series that under the certificate of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of stockholders. All stock entitled by the certificate of incorporation or this chapter to vote generally on the matter is for that purpose a single voting group.
(44) VOTING POWER means the current power to vote in the election of directors.
(45) VOTING TRUST BENEFICIAL OWNER means an owner of a beneficial interest in stock of the corporation held in a voting trust established pursuant to Section 10A-2A-7.30(a).
(Act 2019-94, §1; Act 2020-73, §7; Act 2021-299, §3.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2A - Alabama Business Corporation Law.›Article 1 - General Provisions.›Division C - Definitions.›Section 10A-2A-1.41 - Notice and Other Communications.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 1 - General Provisions. › Division C - Definitions. › Section 10A-2A-1.41 - Notice and Other Communications.
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Section 10A-2A-1.41
Notice and other communications.
(a) A notice under this chapter must be in writing unless oral notice is reasonable in the circumstances. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under this chapter must be in English.
(b) A notice or other communication may be given by any method of delivery, except that notice or other communication by electronic transmission must be in accordance with this section. If the methods of delivery are impracticable, a notice or other communication from the corporation may be given by means of a broad non-exclusionary distribution to the public (which may include a newspaper of general circulation in the area where published; radio, television, or other form of public broadcast communication; or other methods of distribution that the corporation has previously identified to its stockholders).
(c) A notice or other communication to a corporation or to a foreign corporation registered to transact business in this state may be delivered to the corporation's registered agent at its registered office or to the secretary at the corporation's principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its foreign registration under Chapter 1.
(d) A notice or other communications from the corporation to a stockholder may be delivered by electronic mail to the electronic mail address for that stockholder required to be included in the record of stockholders maintained pursuant to Section 10A-2A-16.01(d), unless that stockholder has previously notified the corporation in writing that the stockholder objects to receiving notices and other communications by electronic mail. Any notice or communication may be delivered by another form of electronic transmission if consented to by the stockholder or if authorized by subsection (j). Any notice or other communication from the corporation to any other person may be delivered by electronic transmission if consented to by the recipient or if authorized by subsection (j). Any consent given under this subsection or subsection (j) may be revoked with respect to future notices or communications by the person who consented by written notice to the person to whom the consent was delivered.
(e) A notice or other communication may no longer be delivered to an electronic mail address or other electronic transmission address pursuant to subsection (d) if (i) the corporation receives notice from the information processing system into which the notice or other communication was entered that two consecutive notices or other communications given by electronic transmissions have not been delivered to the electronic mail address or other electronic transmission address to which the notice or other communication was directed, and (ii) the notice of non-delivery becomes known to the secretary or an assistant secretary or to the transfer agent, or another person responsible for the giving of notices or other communications for the corporation; provided, however, the inadvertent failure to recognize the notice of non-delivery as a cessation of authority to provide a stockholder with notice by electronic mail or other electronic transmission shall not invalidate any meeting or other action.
(f) Unless otherwise agreed between the sender and the recipient, a notice or other communication by electronic transmission is received when:
(1) it enters an information processing system directed to (i) in the case of a stockholder, the electronic mail address for the stockholder required to be included in the record of stockholders maintained pursuant to Section 10A-2A-16.01(d) or other electronic transmission address at which the stockholder has consented to receive notice or other communications by electronic transmission, or (ii) in the case of any other recipient, the electronic transmission address at which the recipient has consented to receive notice or other communications by electronic transmission; and
(2) it is in a form capable of being processed by that system.
(g) Receipt of an electronic acknowledgement from an information processing system described in subsection (f)(1) establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.
(h) An electronic transmission is received under this section even if no person is aware of its receipt.
(i) A notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following:
(1) if in a physical form, the earliest of when it is actually received, or when it is left at:
(i) a stockholder's address included in the record of stockholders maintained pursuant to Section 10A-2A-16.01(d);
(ii) a director's residence or usual place of business; or
(iii) the corporation's principal office;
(2) if mailed by United States mail postage prepaid and addressed to a stockholder at the stockholder's address included in the record of stockholders maintained pursuant to Section 10A-2A-16.01(d), upon deposit in the mail;
(3) if mailed by United States mail postage prepaid and addressed to a recipient other than a stockholder at the address included in the corporation's records, the earliest of when it is actually received, or:
(i) if sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee; or
(ii) five days after it is deposited in the United States mail;
(4) if sent by a nationally recognized commercial carrier that issues a receipt or other confirmation of delivery, the earliest of when it is actually received or the date shown on the receipt or other confirmation of delivery issued by the commercial carrier;
(5) if an electronic transmission, when it is received as provided in subsection (f); and
(6) if oral, when communicated.
(j) A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if (i) the electronic transmission is otherwise retrievable in perceivable form, and (ii) the sender and the recipient have consented in writing to the use of such form of electronic transmission.
(k) If this chapter prescribes requirements for notices or other communications in particular circumstances, those requirements govern. If the certificate of incorporation or bylaws prescribe requirements for notices or other communications, not inconsistent with this section or other provisions of this chapter, those requirements govern. The certificate of incorporation or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission.
(l) In the event that any provisions of this chapter are deemed to modify, limit, or supersede the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§7001 et seq., the provisions of this chapter shall control to the maximum extent permitted by Section 102(a)(2) of that federal act.
(m) Whenever a notice or communication would otherwise be required to be given under this chapter to a stockholder, the notice or communication need not be given if the corporation is not permitted to deliver the notice or communication by electronic transmission pursuant to subsections (d) and (e) and:
(1) notices and communications to stockholders of two consecutive annual meetings, and all notices and communications of meetings during the period between those two consecutive annual meetings, have been sent to that stockholder at that stockholder's address included in the record of stockholders maintained pursuant to Section 10A-2A-16.01(d) and have been returned undeliverable or could not be delivered; or
(2) all, but not less than two, distributions to stockholders during a 12-month period, or two consecutive distributions to stockholders during a period of more than 12 months, have been sent to that stockholder at that stockholder's address included in the record of stockholders maintained pursuant to Section 10A-2A-16.01(d) and have been returned undeliverable or could not be delivered; or
(3) no address has been provided to the corporation by or on behalf of a stockholder and the corporation has not otherwise obtained an address for that stockholder it believes to be reliable.
In addition, if any stockholder to which this subsection (m) applies delivers to the corporation a written notice or communication setting forth that stockholder's then-current address, the requirement that notice and communication be given to that stockholder shall be reinstated.
(n) Whenever a notice or communication is required to be given, under this chapter or the certificate of incorporation or bylaws of any corporation, to any person with whom notice to or communication with is unlawful, the giving of the notice or communication to that person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give the notice or communication to that person. Any action or meeting which shall be taken or held without notice or communication to the person with whom notice to or communication with is unlawful shall have the same force and effect as if the notice or communication had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate or other filing instrument under any other sections of this chapter, the certificate or other filing instrument shall state, if that is the fact and if notice or communication is required, that notice or communication was given to all persons entitled to receive notice or communication except those persons with whom notice to or communication with is unlawful.
(Act 2019-94, §1; Act 2020-73, §7; Act 2021-299, §3.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-1/division-c/section-10a-2a-1-42/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2A - Alabama Business Corporation Law.›Article 1 - General Provisions.›Division C - Definitions.›Section 10A-2A-1.42 - Number of Stockholders.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 1 - General Provisions. › Division C - Definitions. › Section 10A-2A-1.42 - Number of Stockholders.
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Section 10A-2A-1.42
Number of stockholders.
(a) For purposes of this chapter, the following identified as a stockholder in a corporation's current record of stockholders constitutes one stockholder:
(1) three or fewer co-owners;
(2) a corporation, partnership, trust, estate, or other entity; and
(3) the trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.
(b) For purposes of this chapter, stockholdings registered in substantially similar names constitute one stockholder if it is reasonable to believe that the names represent the same person.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-1/division-c/section-10a-2a-1-43/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2A - Alabama Business Corporation Law.›Article 1 - General Provisions.›Division C - Definitions.›Section 10A-2A-1.43 - Qualified Director.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 1 - General Provisions. › Division C - Definitions. › Section 10A-2A-1.43 - Qualified Director.
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Section 10A-2A-1.43
Qualified director.
(a) A "qualified director" is a director who, at the time action is to be taken under:
(1) Section 10A-2A-2.02(b)(6), is not a director (i) to whom the limitation or elimination of the duty of an officer to offer potential business opportunities to the corporation would apply, or (ii) who has a material relationship with any other person to whom the limitation or elimination would apply;
(2) Section 10A-2A-7.44, does not have (i) a material interest in the outcome of the proceeding, or (ii) a material relationship with a person who has such an interest;
(3) Section 10A-2A-8.53 or Section 10A-2A-8.55, (i) is not a party to the proceeding, (ii) is not a director as to whom a transaction is a director's conflicting interest transaction or who sought a disclaimer of the corporation's interest in a business opportunity under Section 10A-2A-8.60, which transaction or disclaimer is challenged, and (iii) does not have a material relationship with a director described in either clause (i) or clause (ii) of this subsection (a)(3); or
(4) Section 10A-2A-8.60, is not a director (i) as to whom the contract or transaction is a director's conflicting interest transaction, (ii) who has a material relationship with another director as to whom the transaction is a director's conflicting interest transaction, (iii) pursues or takes advantage of the business opportunity, directly, or indirectly through or on behalf of another person, or (iv) has a material relationship with a director or officer who pursues or takes advantage of the business opportunity, directly, or indirectly through or on behalf of another person.
(b) For purposes of this section:
(1) "material relationship" means a familial, financial, professional, employment, or other relationship that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken; and
(2) "material interest" means an actual or potential benefit or detriment (other than one which would devolve on the corporation or the stockholders generally) that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken.
(c) The presence of one or more of the following circumstances shall not automatically prevent a director from being a qualified director:
(1) nomination or election of the director to the current board of directors by any director who is not a qualified director with respect to the matter (or by any person that has a material relationship with that director), acting alone or participating with others;
(2) service as a director of another corporation of which a director who is not a qualified director with respect to the matter (or any individual who has a material relationship with that director), is or was also a director; or
(3) with respect to action to be taken under Section 10A-2A-7.44, status as a named defendant, as a director against whom action is demanded, or as a director who approved the conduct being challenged.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-1/division-c/section-10a-2a-1-44/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2A - Alabama Business Corporation Law.›Article 1 - General Provisions.›Division C - Definitions.›Section 10A-2A-1.44 - Householding.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 1 - General Provisions. › Division C - Definitions. › Section 10A-2A-1.44 - Householding.
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Section 10A-2A-1.44
Householding.
(a) A corporation has delivered written notice or any other report or statement under this chapter, the certificate of incorporation, or the bylaws to all stockholders who share a common address if:
(1) the corporation delivers one copy of the notice, report, or statement to the common address;
(2) the corporation addresses the notice, report, or statement to those stockholders either as a group or to each of those stockholders individually or to the stockholders in a form to which each of those stockholders has consented; and
(3) each of those stockholders consents to delivery of a single copy of such notice, report, or statement to the stockholders' common address.
(b) Any such consent described in subsection (a)(2) or (a)(3) shall be revocable by any stockholders who deliver written notice of revocation to the corporation. If a written notice of revocation is delivered, the corporation shall begin providing individual notices, reports, or other statements to the revoking stockholder no later than 30 days after delivery of the written notice of revocation.
(c) Any stockholder who fails to object by written notice to the corporation, within 60 days of written notice by the corporation of its intention to deliver single copies of notices, reports, or statements to stockholders who share a common address as permitted by subsection (a), shall be deemed to have consented to receiving such single copy at the common address; provided that the notice of intention explains that consent may be revoked and the method for revoking.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-1/division-d/section-10a-2a-1-45/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2A - Alabama Business Corporation Law.›Article 1 - General Provisions.›Division D - Ratification of Defective Corporate Actions.›Section 10A-2A-1.45 - Definitions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 1 - General Provisions. › Division D - Ratification of Defective Corporate Actions. › Section 10A-2A-1.45 - Definitions.
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Section 10A-2A-1.45
Definitions.
In this article:
(1) "Corporate action" means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of the corporation or the stockholders.
(2) "Date of the defective corporate action" means the date (or the approximate date, if the exact date is unknown) the defective corporate action was purported to have been taken.
(3) "Defective corporate action" means (i) any corporate action purportedly taken that is, and at the time such corporate action was purportedly taken would have been, within the power of the corporation, but is void or voidable due to a failure of authorization, and (ii) an overissue.
(4) "Failure of authorization" means the failure to authorize, approve, or otherwise effect a corporate action in compliance with the provisions of this chapter, the certificate of incorporation or bylaws, a corporate resolution, or any plan or agreement to which the corporation is a party, if and to the extent such failure would render such corporate action void or voidable.
(5) "Overissue" means the purported issuance of:
(i) stock of a class or series in excess of the number of shares of stock of a class or series the corporation has the power to issue under Section 10A-2A-6.01 at the time of such issuance; or
(ii) stock of any class or series that is not then authorized for issuance by the certificate of incorporation.
(6) "Putative stock" means the stock of any class or series (including stock issued upon exercise of rights, options, warrants, or other securities convertible into stock of the corporation, or interests with respect to such stock) that was created or issued as a result of a defective corporate action, that (i) but for any failure of authorization would constitute valid stock, or (ii) cannot be determined by the board of directors to be valid stock.
(7) "Valid stock" means the stock of any class or series that has been duly authorized and validly issued in accordance with this chapter, including as a result of ratification or validation under this article.
(8) "Validation effective time" with respect to any defective corporate action ratified under this article means the later of:
(i) the time at which the ratification of the defective corporate action is approved by the stockholders, or if approval of stockholders is not required, the time at which the notice required by Section 10A-2A-1.49 becomes effective in accordance with Section 10A-2A-1.41; and
(ii) the time at which any certificate of validation filed in accordance with Section 10A-2A-1.51 becomes effective.
The validation effective time shall not be affected by the filing or pendency of a judicial proceeding under Section 10A-2A-1.52 or otherwise, unless otherwise ordered by the court.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-1/division-d/section-10a-2a-1-46/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2A - Alabama Business Corporation Law.›Article 1 - General Provisions.›Division D - Ratification of Defective Corporate Actions.›Section 10A-2A-1.46 - Defective Corporate Actions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 1 - General Provisions. › Division D - Ratification of Defective Corporate Actions. › Section 10A-2A-1.46 - Defective Corporate Actions.
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Section 10A-2A-1.46
Defective corporate actions.
(a) A defective corporate action shall not be void or voidable if ratified in accordance with Section 10A-2A-1.47 or validated in accordance with Section 10A-2A-1.52.
(b) Ratification under Section 10A-2A-1.47 or validation under Section 10A-2A-1.52 shall not be deemed to be the exclusive means of ratifying or validating any defective corporate action, and the absence or failure of ratification in accordance with this article shall not, of itself, affect the validity or effectiveness of any corporate action properly ratified under common law or otherwise, nor shall it create a presumption that any such corporate action is or was a defective corporate action or void or voidable.
(c) In the case of an overissue, putative stock shall be valid stock effective as of the date originally issued or purportedly issued upon:
(1) the effectiveness under this article and under Article 10 of an amendment to the certificate of incorporation authorizing, designating, or creating such stock; or
(2) the effectiveness of any other corporate action under this article ratifying the authorization, designation, or creation of such stock.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-1/division-d/section-10a-2a-1-47/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2A - Alabama Business Corporation Law.›Article 1 - General Provisions.›Division D - Ratification of Defective Corporate Actions.›Section 10A-2A-1.47 - Ratification of Defective Corporate Actions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 1 - General Provisions. › Division D - Ratification of Defective Corporate Actions. › Section 10A-2A-1.47 - Ratification of Defective Corporate Actions.
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Section 10A-2A-1.47
Ratification of defective corporate actions.
(a) To ratify a defective corporate action under this section (other than the ratification of an election of the initial board of directors under subsection (b)), the board of directors shall take action ratifying the action in accordance with Section 10A-2A-1.48, stating:
(1) the defective corporate action to be ratified and, if the defective corporate action involved the issuance of putative stock, the number and type of shares of putative stock purportedly issued;
(2) the date of the defective corporate action;
(3) the nature of the failure of authorization with respect to the defective corporate action to be ratified; and
(4) that the board of directors approves the ratification of the defective corporate action.
(b) In the event that a defective corporate action to be ratified relates to the election of the initial board of directors of the corporation under Section 10A-2A-2.04(a)(2), a majority of the persons who, at the time of the ratification, are exercising the powers of directors may take an action stating:
(1) the name of the person or persons who first took action in the name of the corporation as the initial board of directors of the corporation;
(2) the earlier of the date on which such persons first took such action or were purported to have been elected as the initial board of directors; and
(3) that the ratification of the election of such person or persons as the initial board of directors is approved.
(c) If any provision of this chapter, the certificate of incorporation or bylaws, any corporate resolution, or any plan or agreement to which the corporation is a party in effect at the time action under subsection (a) is taken requires stockholder approval or would have required stockholder approval at the date of the occurrence of the defective corporate action, the ratification of the defective corporate action approved in the action taken by the directors under subsection (a) shall be submitted to the stockholders for approval in accordance with Section 10A-2A-1.48.
(d) Unless otherwise provided in the action taken by the board of directors under subsection (a), after the action by the board of directors has been taken and, if required, approved by the stockholders, the board of directors may abandon the ratification at any time before the validation effective time without further action of the stockholders.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-1/division-d/section-10a-2a-1-48/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2A - Alabama Business Corporation Law.›Article 1 - General Provisions.›Division D - Ratification of Defective Corporate Actions.›Section 10A-2A-1.48 - Action on Ratification.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 1 - General Provisions. › Division D - Ratification of Defective Corporate Actions. › Section 10A-2A-1.48 - Action on Ratification.
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Section 10A-2A-1.48
Action on ratification.
(a) The quorum and voting requirements applicable to a ratifying action by the board of directors under Section 10A-2A-1.47(a) shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time such ratifying action is taken.
(b) If the ratification of the defective corporate action requires approval by the stockholders under Section 10A-2A-1.47(c), and if the approval is to be given at a meeting, the corporation shall notify each holder of valid and putative stock, regardless of whether entitled to vote, as of the record date for notice of the meeting and as of the date of the occurrence of defective corporate action, provided that notice shall not be required to be given to holders of valid or putative stock whose identities or addresses for notice cannot be determined from the records of the corporation. The notice must state that the purpose, or one of the purposes, of the meeting, is to consider ratification of a defective corporate action and must be accompanied by (i) either a copy of the action taken by the board of directors in accordance with Section 10A-2A-1.47(a) or the information required by Section 10A-2A-1.47(a)(1) through (a)(4), and (ii) a statement that any claim that the ratification of such defective corporate action and any putative stock issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within 120 days from the applicable validation effective time.
(c) Except as provided in subsection (d) with respect to the voting requirements to ratify the election of a director, the quorum and voting requirements applicable to the approval by the stockholders required by Section 10A-2A-1.47(c) shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time of such stockholder approval.
(d) The approval by stockholders to ratify the election of a director requires that the votes cast within the voting group favoring such ratification exceed the votes cast opposing the ratification of the election at a meeting at which a quorum is present.
(e) Putative stock on the record date for determining the stockholders entitled to vote on any matter submitted to stockholders under Section 10A-2A-1.47(c) (and without giving effect to any ratification of putative stock that becomes effective as a result of such vote) shall neither be entitled to vote nor counted for quorum purposes in any vote to approve the ratification of any defective corporate action.
(f) If the approval under this section of putative stock would result in an overissue, in addition to the approval required by Section 10A-2A-1.47, approval of an amendment to the certificate of incorporation under Article 10 to increase the number of shares of stock of an authorized class or series or to authorize the creation of a class or series of stock so there would be no overissue shall also be required.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-1/division-d/section-10a-2a-1-49/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2A - Alabama Business Corporation Law.›Article 1 - General Provisions.›Division D - Ratification of Defective Corporate Actions.›Section 10A-2A-1.49 - Notice Requirements.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 1 - General Provisions. › Division D - Ratification of Defective Corporate Actions. › Section 10A-2A-1.49 - Notice Requirements.
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Section 10A-2A-1.49
Notice requirements.
(a) Unless stockholder approval is required under Section 10A-2A-1.47(c), prompt notice of an action taken under Section 10A-2A-1.47 shall be given to each holder of valid and putative stock, regardless of whether entitled to vote, as of (i) the date of such action by the board of directors, and (ii) the date of the defective corporate action ratified, provided that notice shall not be required to be given to holders of valid and putative stock whose identities or addresses for notice cannot be determined from the records of the corporation.
(b) The notice must contain (i) either a copy of the action taken by the board of directors in accordance with Section 10A-2A-1.47(a) or (b) or the information required by Section 10A-2A-1.47(a)(1) through (a)(4) or Section 10A-2A-1.47(b)(1) through (b)(3), as applicable, and (ii) a statement that any claim that the ratification of the defective corporate action and any putative stock issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within 120 days from the applicable validation effective time.
(c) No notice under this section is required with respect to any action required to be submitted to stockholders for approval under Section 10A-2A-1.47(c) if notice is given in accordance with Section 10A-2A-1.48(b).
(d) A notice required by this section may be given in any manner permitted by Section 10A-2A-1.41 and, for any corporation subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, may be given by means of a filing or furnishing of such notice with the United States Securities and Exchange Commission.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-1/division-d/section-10a-2a-1-50/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2A - Alabama Business Corporation Law.›Article 1 - General Provisions.›Division D - Ratification of Defective Corporate Actions.›Section 10A-2A-1.50 - Effect of Ratification.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 1 - General Provisions. › Division D - Ratification of Defective Corporate Actions. › Section 10A-2A-1.50 - Effect of Ratification.
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Section 10A-2A-1.50
Effect of ratification.
From and after the validation effective time, and without regard to the 120-day period during which a claim may be brought under Section 10A-2A-1.52:
(a) Each defective corporate action ratified in accordance with Section 10A-2A-1.47 shall not be void or voidable as a result of the failure of authorization identified in the action taken under Section 10A-2A-1.47(a) or (b) and shall be deemed a valid corporate action effective as of the date of the defective corporate action;
(b) The issuance of each share of putative stock or fraction of a share of putative stock purportedly issued pursuant to a defective corporate action identified in the action taken under Section 10A-2A-1.47 shall not be void or voidable, and each such share of putative stock or fraction of a share of putative stock shall be deemed to be an identical share of stock or fraction of a valid share of stock as of the time it was purportedly issued; and
(c) Any corporate action taken subsequent to the defective corporate action ratified in accordance with this Division D of Article 1 in reliance on such defective corporate action having been validly effected and any subsequent defective corporate action resulting directly or indirectly from such original defective corporate action shall be valid as of the time taken.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-1/division-d/section-10a-2a-1-51/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2A - Alabama Business Corporation Law.›Article 1 - General Provisions.›Division D - Ratification of Defective Corporate Actions.›Section 10A-2A-1.51 - Filings.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 1 - General Provisions. › Division D - Ratification of Defective Corporate Actions. › Section 10A-2A-1.51 - Filings.
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Section 10A-2A-1.51
Filings.
(a) If the defective corporate action ratified under this Division D of Article 1 would have required under any other section of this chapter a filing in accordance with this chapter, then, regardless of whether a filing was previously made in respect of such defective corporate action and in lieu of a filing otherwise required by this chapter, the corporation shall file a certificate of validation in accordance with this section, and that certificate of validation shall serve to amend or substitute for any other filing with respect to such defective corporate action required by this chapter.
(b) The certificate of validation must set forth:
(1) the defective corporate action that is the subject of the certificate of validation (including, in the case of any defective corporate action involving the issuance of putative stock, the number and type of shares of putative stock issued and the date or dates upon which that putative stock was purported to have been issued);
(2) the date of the defective corporate action;
(3) the nature of the failure of authorization in respect of the defective corporate action;
(4) a statement that the defective corporate action was ratified in accordance with Section 10A-2A-1.47, including the date on which the board of directors ratified that defective corporate action and the date, if any, on which the stockholders approved the ratification of that defective corporate action; and
(5) the information required by subsection (c).
(c) The certificate of validation must also contain the following information:
(1) if a filing was previously made in respect of the defective corporate action and no changes to that filing are required to give effect to the ratification of that defective corporate action in accordance with Section 10A-2A-1.47, the certificate of validation must set forth (i) the name, title, and filing date of the filing previously made and any certificate of correction to that filing, and (ii) a statement that a copy of the filing previously made, together with any certificate of correction to that filing, is attached as an exhibit to the certificate of validation;
(2) if a filing was previously made in respect of the defective corporate action and that filing requires any change to give effect to the ratification of that defective corporate action in accordance with Section 10A-2A-1.47, the certificate of validation must set forth (i) the name, title, and filing date of the filing previously made and any certificate of correction to that filing and (ii) a statement that a filing containing all of the information required to be included under the applicable section or sections of this chapter to give effect to that defective corporate action is attached as an exhibit to the certificate of validation, and (iii) the date and time that filing is deemed to have become effective; or
(3) if a filing was not previously made in respect of the defective corporate action and the defective corporate action ratified under Section 10A-2A-1.47 would have required a filing under any other section of this chapter, the certificate of validation must set forth (i) a statement that a filing containing all of the information required to be included under the applicable section or sections of this chapter to give effect to that defective corporate action is attached as an exhibit to the certificate of validation, and (ii) the date and time that filing is deemed to have become effective.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-1/division-d/section-10a-2a-1-52/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2A - Alabama Business Corporation Law.›Article 1 - General Provisions.›Division D - Ratification of Defective Corporate Actions.›Section 10A-2A-1.52 - Judicial Proceedings Regarding Validity of Corporate Actions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 1 - General Provisions. › Division D - Ratification of Defective Corporate Actions. › Section 10A-2A-1.52 - Judicial Proceedings Regarding Validity of Corporate Actions.
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Section 10A-2A-1.52
Judicial proceedings regarding validity of corporate actions.
(a) Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any stockholder, beneficial stockholder or unrestricted voting trust beneficial owner of the corporation, including any stockholder, beneficial stockholder or unrestricted voting trust beneficial owner as of the date of the defective corporate action ratified under Section 10A-2A-1.47, or any other person claiming to be substantially and adversely affected by a ratification under Section 10A-2A-1.47, 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, the circuit court for the county in which the corporation's most recent registered office, is located, may:
(1) determine the validity and effectiveness of any corporate action or defective corporate action;
(2) determine the validity and effectiveness of any ratification under Section 10A-2A-1.47;
(3) determine the validity of any putative stock; and
(4) modify or waive any of the procedures specified in Section 10A-2A-1.47 or Section 10A-2A-1.48 to ratify a defective corporate action.
(b) In connection with an action under this section, the court may make such findings or orders, and take into account any factors or considerations, regarding such matters as it deems proper under the circumstances.
(c) Service of process of the application under subsection (a) on the corporation may be made in any manner provided by statute of this state or by rule of the applicable court for service on the corporation, and no other party need be joined in order for the court to adjudicate the matter. In an action filed by the corporation, the court may require notice of the action be provided to other persons specified by the court and permit such other persons to intervene in the action.
(d) Notwithstanding any other provision of this section or otherwise under applicable law, any action asserting that the ratification of any defective corporate action and any putative stock issued as a result of a defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within 120 days of the validation effective time.
(Act 2019-94, §1; Act 2020-73, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-2/section-10a-2a-2-01/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2A - Alabama Business Corporation Law.›Article 2 - Incorporation.›Section 10A-2A-2.01 - Incorporators; Filing of Certificate of Incorporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 2 - Incorporation. › Section 10A-2A-2.01 - Incorporators; Filing of Certificate of Incorporation.
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Section 10A-2A-2.01
Incorporators; filing of certificate of incorporation.
Section 10A-1-3.04 shall not apply to this chapter. In order to incorporate a corporation, one or more incorporators must execute a certificate of incorporation and deliver it for filing to the Secretary of State.
(Act 2019-94, §1; Act 2021-299, §3.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-2/section-10a-2a-2-02/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2A - Alabama Business Corporation Law.›Article 2 - Incorporation.›Section 10A-2A-2.02 - Certificate of Incorporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 2 - Incorporation. › Section 10A-2A-2.02 - Certificate of Incorporation.
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Section 10A-2A-2.02
Certificate of incorporation.
Section 10A-1-3.05 shall not apply to this chapter. Instead:
(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, limiting, and regulating the powers of the corporation, its board of directors, and stockholders;
(iv) a par value for authorized stock or classes of stock; or
(v) subject to subsection (f), a provision imposing personal liability for the debts of the corporation on its stockholders to a specified extent and upon specified conditions; otherwise, the stockholders of a corporation shall not be personally liable for the payment of the corporation's debts, except as they may be liable by reason of their own conduct or acts;
(3) any provision that under this chapter is permitted to be set forth in the certificate of incorporation or required or permitted to be set forth in the bylaws;
(4) a provision eliminating or limiting the liability of a director to the corporation or its stockholders for money damages for any action taken, or any failure to take any action, as a director, except liability for (i) the amount of a financial benefit received by a director to which the director is not entitled; (ii) an intentional infliction of harm on the corporation or the stockholders; (iii) a violation of Section 10A-2A-8.32; or (iv) an intentional violation of criminal law;
(5) a provision permitting or making obligatory indemnification of a director for liability as defined in Section 10A-2A-8.50 to any person for any action taken, or any failure to take any action, as a director, except liability for (i) receipt of a financial benefit to which the director is not entitled, (ii) an intentional infliction of harm on the corporation or its stockholders, (iii) a violation of Section 10A-2A-8.32, or (iv) an intentional violation of criminal law; and
(6) a provision limiting or eliminating any duty of a director or any other person to offer the corporation the right to have or participate in any, or one or more classes or categories of, business opportunities, before the pursuit or taking of the opportunity by the director or other person; provided that any application of that provision to an officer or a related person of that officer (i) also requires approval of that application by the board of directors, subsequent to the effective date of the provision, by action of qualified directors taken in compliance with the same procedures as are set forth in Section 10A-2A-8.60, and (ii) may be limited by the authorizing action of the board of directors.
(c) The certificate of incorporation need not set forth any of the corporate powers enumerated in Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13.
(d) Provisions of the certificate of incorporation may be made dependent upon facts objectively ascertainable outside the certificate of incorporation in accordance with Section 10A-2A-1.20(c).
(e) As used in this section, "related person" has the meaning specified in Section 10A-2A-8.60.
(f) The certificate of incorporation may not contain any provision that would impose liability on a stockholder for the attorney's fees or expenses of the corporation or any other party in connection with an internal corporate claim, as defined in Section 10A-2A-2.07(d).
(g) The certificate of incorporation is part of a binding contract between the corporation and the stockholders, subject to the provisions of this chapter.
(Act 2019-94, §1; Act 2020-73, §7; Act 2021-299, §3.)
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