Title 10A — Title 10A

0 chapters · 1,493 sections in this title.

1,493 sectionsFiltered byTitle 10A

Ala. Code § 10A-2-14.30 Grounds for Judicial Dissolution
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 Legislatu…
Ala. Code § 10A-2-14.31 Procedure for Judicial Dissolution
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 corpo…
Ala. Code § 10A-2-14.32 Receivership or Custodianship
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 …
Ala. Code § 10A-2-14.33 Decree of Dissolution
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 d…
Ala. Code § 10A-2-14.34 Election to Purchase in Lieu of Dissolution
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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…
Ala. Code § 10A-2-14.40 Deposit with State Treasurer
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 com…
Ala. Code § 10A-2-15.01 Registration Required to Transact Business
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Repealed by Act 2012-304, effective January 1, 2014 History: (Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.01; amended and renumbered by Act 2009-513, p. 967, §153.)
Ala. Code § 10A-2-15.02 Consequences of Transacting Business Without Registering
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Repealed by Act 2012-304 effective January 1, 2014. History: (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 2009-51…
Ala. Code § 10A-2-15.40 Definitions
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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…
Ala. Code § 10A-2-15.41 Authority of Foreign Corporation to Act as Fiduciary
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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 …
Ala. Code § 10A-2-15.42 Filing of Verified Statement with Commissioner of Revenue by Foreign
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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 capa…
Ala. Code § 10A-2-15.43 Foreign Corporation Acting as Fiduciary Not Deemed Doing Business in
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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 …
Ala. Code § 10A-2-15.44 Foreign Corporation Previously Acting in Fiduciary Capacity in State
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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 i…
Ala. Code § 10A-2-15.45 Service of Process on Foreign Corporation Acting in Fiduciary Capacity
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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 le…
Ala. Code § 10A-2-16.01 Corporate Records
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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 sh…
Ala. Code § 10A-2-16.02 Inspection of Records by Shareholders
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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 r…
Ala. Code § 10A-2-16.03 Scope of Inspection Right
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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…
Ala. Code § 10A-2-16.04 Court-Ordered Inspection
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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…
Ala. Code § 10A-2-16.20 Financial Statements for Shareholders
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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 statement…
Ala. Code § 10A-2-16.21 Other Reports to Shareholders
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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 und…
Ala. Code § 10A-2-16.22 Annual Report for Secretary of State
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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…
Ala. Code § 10A-2-17.01 Application to Existing Domestic Corporations
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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…
Ala. Code § 10A-2-17.02 Application to Qualified Foreign Corporations
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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 ren…
Ala. Code § 10A-2-2.01 Incorporators
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. One or more persons may act as the incorporator or incorporators of a corporation by signing and delivering articles of incorporation to the judge of probate…
Ala. Code § 10A-2-2.02 Supplemental Provisions Required or Permitted in Articles of
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Incorporation. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) In addition to the information required to be set forth in a certificate of formation by Section 10A-1-3.05, articles of incorporation of …
Ala. Code § 10A-2-2.03 Incorporation
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Upon the effectiveness of the filing of the articles of incorporation as provided in Sections 10A-1-4.11 and 10A-1-4.12, corporate existence begins. (b) …
Ala. Code § 10A-2-2.04 Liability for Preincorporation Transactions
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Any person purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, is liable for all liabilities created b…
Ala. Code § 10A-2-2.05 Organization of Corporation
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After incorporation the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization …
Ala. Code § 10A-2-2.06 Bylaws
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The board of directors of a corporation shall adopt initial bylaws for the corporation unless the right to adopt the initial bylaws is reserved to the sh…
Ala. Code § 10A-2-2.07 Emergency Bylaws
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency def…
Ala. Code § 10A-2-2.08 Incorporation by Purchasers of Property or Franchise of Corporation
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. The purchaser or purchasers at any sale, public or private, of the property or franchises of any corporation, if not a corporation authorized by the laws of …
Ala. Code § 10A-2-3.01 Purpose
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Corporations may be organized under this chapter for any lawful purpose. History: (Act 2009-513, p. 967, §91.)
Ala. Code § 10A-2-3.02 General Powers
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Unless its articles of incorporation provide otherwise, every corporation organized under this chapter has perpetual duration and succession in its corporate…
Ala. Code § 10A-2-3.03 Emergency Powers
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may: (1) Modify lines of succession to accom…
Ala. Code § 10A-2-3.04 Ultra Vires
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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 (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to …
Ala. Code § 10A-2-6.01 Authorized Shares
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If…
Ala. Code § 10A-2-6.02 Terms of Class or Series Determined by Board of Directors
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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 articles of incorporation so provide, and if the action is not inconsistent with the provisions of the Constitution of Alabama of 1901, as the sam…
Ala. Code § 10A-2-6.03 Issued and Outstanding Shares
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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 issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding …
Ala. Code § 10A-2-6.04 Fractional Shares
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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: (1) Issue fractions of a share or pay in money the value of fractions of a share; (2) Arrange for disposition of fractional shares by …
Ala. Code § 10A-2-6.20 Subscription for Shares Before Incorporation
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter …
Ala. Code § 10A-2-6.21 Issuance of Shares
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (b) The board of direc…
Ala. Code § 10A-2-6.22 Liability of Shareholders and Subscribers
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the considera…
Ala. Code § 10A-2-6.23 Share Dividends
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders of one …
Ala. Code § 10A-2-6.24 Share Options
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Subject to requirements of the Constitution of Alabama of 1901, as the same may be amended from time to time, a corporation may issue rights, options, or war…
Ala. Code § 10A-2-6.25 Corporate Shares as Personal Property; Transferability
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Shares or interests in the stock of corporations are personal property, transferable on the books of the corporation in the manner provided by law. History: …
Ala. Code § 10A-2-6.26 Reserved
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Reserved.
Ala. Code § 10A-2-6.27 Restriction on Transfer of Shares and Other Securities
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions …
Ala. Code § 10A-2-6.28 Expense of Issue
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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 pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received …
Ala. Code § 10A-2-6.30 Shareholders’ Preemptive Rights
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The shareholders of a corporation have a preemptive right to acquire the corporation’s unissued shares except to the extent the articles of incorporation…
Ala. Code § 10A-2-6.31 Corporation’s Acquisition of Its Own Shares
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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 otherwise provided in its articles of incorporation, a corporation may acquire its own shares. Unless the articles of incorporation prohibit th…