reglab/housing_qa huggingface dataset:
AL Code § 10A-2A-14.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 14 - Dissolution.|Division A - Voluntary Dissolution.|Section 10A-2A-14.02 - Dissolution by Board of Directors and Stockholders.

Section 10A-2A-14.02Dissolution by board of directors and stockholders.  (a) The board of directors may propose dissolution for submission to the stockholders by first adopting a resolution authorizing the dissolution. (b) For a proposal to dissolve to be adopted, it shall then be approved by the stockholders. In submitting the proposal to dissolve to the stockholders for approval, the board of directors shall recommend that the stockholders approve the dissolution, unless (i) the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation or (ii) Section 10A-2A-8.26 applies. If either (i) or (ii) applies, the board of directors shall inform the stockholders of the basis for its so proceeding. (c) The board of directors may set conditions for the approval of the proposal for dissolution by stockholders or the effectiveness of the dissolution. (d) If the approval of the stockholders is to be given at a meeting, the corporation shall notify each stockholder, regardless of whether entitled to vote, of the meeting of stockholders at which the dissolution is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation. (e) Unless the certificate of incorporation or the board of directors acting pursuant to subsection (c) requires a greater vote, a greater quorum, or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of the stockholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the proposal to dissolve. (f) Dissolution of a corporation may also be authorized without action of the directors if all the stockholders entitled to vote thereon shall consent in writing and a certificate of dissolution shall be delivered to the Secretary of State for filing pursuant to Section 10A-2A-14.03. (Act 2019-94, §1.)
AL Code § 10A-2A-14.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 14 - Dissolution.|Division A - Voluntary Dissolution.|Section 10A-2A-14.03 - Certificate of Dissolution.

Section 10A-2A-14.03Certificate of dissolution.  (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing a certificate of dissolution setting forth: (1) the name of the corporation; (2) the date that dissolution was authorized;  (3) if dissolution was approved by the stockholders, a statement that the proposal to dissolve was duly approved by the stockholders in the manner required by this chapter and by the certificate of incorporation; and (4) the unique identifying number or other designation as assigned by the Secretary of State. (b) The certificate of dissolution shall take effect at the effective date determined in accordance with Article 4 of Chapter 1. A corporation is dissolved upon the effective date of its certificate of dissolution. (c) For purposes of this Division A of this Article 14, "dissolved corporation" means a corporation whose certificate of dissolution has become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation. (Act 2019-94, §1; Act 2020-73, §7.)
AL Code § 10A-2A-14.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 14 - Dissolution.|Division A - Voluntary Dissolution.|Section 10A-2A-14.05 - Effect of Dissolution.

Section 10A-2A-14.05Effect of dissolution.  (a) A dissolved corporation continues its existence as a corporation but may not carry on any business except as is appropriate to wind up and liquidate its business and affairs, including: (1) collecting its assets; (2) disposing of its properties that will not be distributed in kind to stockholders; (3) discharging or making provisions for discharging its liabilities; (4) distributing its remaining property among its stockholders according to their interests; and (5) doing every other act necessary to wind up and liquidate its business and affairs. (b) In winding up its business and affairs, a corporation may: (1) preserve the corporation's business and affairs and property as a going concern for a reasonable time; (2) prosecute, defend, or settle actions or proceedings whether civil, criminal, or administrative; (3) transfer the corporation's assets; (4) resolve disputes by mediation or arbitration; (5) merge or convert in accordance with Article 9 or 11 of this chapter or Article 8 of Chapter 1; and (6) enter into a stock exchange in accordance with Article 11 of this chapter. (c) Dissolution of a corporation does not: (1) transfer title to the corporation's property; (2) prevent transfer of its stock or securities; (3) subject its directors or officers to standards of conduct different from those prescribed in Article 8; (4) change (i) quorum or voting requirements for its board of directors or stockholders; (ii) provisions for selection, resignation, or removal of its directors or officers or both; or (iii) provisions for amending its bylaws; (5) prevent commencement of a proceeding by or against the corporation in its corporate name; (6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (7) terminate the authority of the registered agent of the corporation. (d) A distribution in liquidation under this section may only be made by a dissolved corporation. For purposes of determining the stockholders entitled to receive a distribution in liquidation, the board of directors may fix a record date for determining stockholders entitled to a distribution in liquidation, which date may not be retroactive. If the board of directors does not fix a record date for determining stockholders entitled to a distribution in liquidation, the record date is the date the board of directors authorizes the distribution in liquidation. (Act 2019-94, §1.)
AL Code § 10A-2A-14.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 14 - Dissolution.|Division A - Voluntary Dissolution.|Section 10A-2A-14.06 - Known Claims Against Dissolved Corporation.

Section 10A-2A-14.06Known claims against dissolved corporation.  (a) A dissolved corporation may dispose of any known claims against it by following the procedures described in subsection (b) at any time after the effective date of the dissolution of the corporation. (b) A dissolved corporation may give written notice of the dissolution to the holder of any known claim. The notice must: (1) identify the dissolved corporation; (2) describe the information required to be included in a claim; (3) provide a mailing address to which the claim is to be sent; (4) state the deadline, which may not be fewer than 120 days from the effective date of the notice, by which the dissolved corporation must receive the claim; and (5) state that if not sooner barred, the claim will be barred if not received by the deadline. (c) Unless sooner barred by any other statute limiting actions, a claim against a dissolved corporation is barred: (1) if a claimant who was given notice under subsection (b) does not deliver the claim to the dissolved corporation by the deadline; or (2) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice. (d) For purposes of this section, "known claim" or "claim" includes unliquidated claims, but does not include a contingent liability that has not matured so that there is no immediate right to bring suit or a claim based on an event occurring after the effective date of dissolution. (e) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations. (Act 2019-94, §1.)
AL Code § 10A-2A-14.08 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 14 - Dissolution.|Division A - Voluntary Dissolution.|Section 10A-2A-14.08 - Director Duties.

Section 10A-2A-14.08Director duties.  (a) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions in liquidation of assets to stockholders after payment or provision for claims. (b) Directors of a dissolved corporation which has disposed of claims under Section 10A-2A-14.06 or Section 10A-2A-14.07 shall not be liable for breach of Section 10A-2A-14.08(a) with respect to claims against the dissolved corporation that are barred or satisfied under Section 10A-2A-14.06 or Section 10A-2A-14.07. (Act 2019-94, §1.)
AL Code § 10A-2A-14.10 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 14 - Dissolution.|Division B - Judicial Dissolution.|Section 10A-2A-14.10 - Grounds for Judicial Dissolution.

Section 10A-2A-14.10Grounds for judicial dissolution. (a) The circuit court for the county in which the corporation's principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation's most recent registered office is located may dissolve a corporation: (1) in a proceeding by the Attorney General if it is established that: (i) the corporation obtained its certificate of incorporation through fraud; or (ii) the corporation has continued to exceed or abuse the authority conferred upon it by law; (2) in a proceeding by a stockholder if it is established that: (i) the directors are deadlocked in the management of the corporate affairs, the stockholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the stockholders generally, because of the deadlock; (ii) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (iii) the stockholders 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; (4) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision; or (5) in a proceeding by a stockholder if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve. (b) Subsection (a)(2) shall not apply in the case of a corporation that, on the date of the filing of the proceeding, has a class or series of stock which is: (1) a covered security under Section 18(b)(1)(A) or (B) of the Securities Act of 1933; or (2) not a covered security, but is held by at least 2,000 stockholders. (c) In subsection (a), "stockholder" means a record stockholder, a beneficial stockholder, and an unrestricted voting trust beneficial owner, and in subsection (b), "stockholder" means a record stockholder, a beneficial stockholder, and a voting trust beneficial owner. (Act 2019-94, §1; Act 2020-73, §7.)
AL Code § 10A-2A-14.11 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 14 - Dissolution.|Division B - Judicial Dissolution.|Section 10A-2A-14.11 - Procedure for Judicial Dissolution.

Section 10A-2A-14.11Procedure for judicial dissolution. (a) Venue for a proceeding by the attorney general to dissolve a corporation lies in circuit court for the county in which the corporation's principal office is located in this state, and if none in this state, in the circuit court for the county in which the corporation's most recent registered office is located. Venue for a proceeding brought by any other party named in Section 10A-2A-14.10(a) lies in circuit court for the county in which the corporation's principal office is located in this state, and if none in this state, in the circuit court for the county in which the corporation's most recent registered office is located. (b) It is not necessary to make stockholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually. (c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian during the proceeding with all powers and 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 to dissolve a corporation under Section 10A-2A-14.10(a)(2), the corporation shall deliver to all stockholders, other than the petitioner, a notice stating that the stockholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's stock under Section 10A-2A-14.14 and accompanied by a copy of Section 10A-2A-14.14. (Act 2019-94, §1; Act 2020-73, §7.)
AL Code § 10A-2A-14.12 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 14 - Dissolution.|Division B - Judicial Dissolution.|Section 10A-2A-14.12 - Receivership or Custodianship.

Section 10A-2A-14.12Receivership or custodianship. (a) Unless an election to purchase has been filed under Section 10A-2A-14.14, 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 jurisdiction over the corporation and all of its property wherever located. (b) The court may appoint an individual, corporation, foreign corporation, or eligible entity as a receiver or custodian, which, if a foreign corporation or foreign eligible entity, must be registered to do business in this state. 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; and (ii) may sue and defend in the receiver's 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, to the extent necessary to manage the affairs of the corporation in the best interests of its stockholders and creditors. The receiver or custodian shall have such other powers and duties as the court may provide in the appointing order, which may be amended from time to time. (d) The court during a receivership may redesignate the receiver a custodian and during a custodianship may redesignate the custodian a receiver. (e) The court from time to time during the receivership or custodianship may order compensation paid and expenses paid or reimbursed to the receiver or custodian from the assets of the corporation or proceeds from the sale of the assets. (Act 2019-94, §1.)
AL Code § 10A-2A-14.13 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 14 - Dissolution.|Division B - Judicial Dissolution.|Section 10A-2A-14.13 - Decree of Dissolution.

Section 10A-2A-14.13Decree of dissolution.  (a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Section 10A-2A-14.10 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 Secretary of State for filing. (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-2A-14.05 and the notification of claimants in accordance with Sections 10A-2A-14.06 and 10A-2A-14.07. (Act 2019-94, §1.)
AL Code § 10A-2A-14.20 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 14 - Dissolution.|Division C - Miscellaneous.|Section 10A-2A-14.20 - Deposit With State Treasurer.

Section 10A-2A-14.20Deposit with State Treasurer.  Assets of a dissolved corporation that should be transferred to a creditor, claimant, or stockholder 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 or other appropriate state official for safekeeping. When the creditor, claimant, or stockholder furnishes satisfactory proof of entitlement to the amount deposited, the State Treasurer or other appropriate state official shall pay that person or his or her representative that amount. (Act 2019-94, §1.)
AL Code § 10A-2A-15.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 15 - Foreign Corporations.|Division A - Governing Law.|Section 10A-2A-15.01 - Governing Law.

Section 10A-2A-15.01Governing law.  (a) The law of the jurisdiction of formation of a foreign corporation governs: (1) the incorporation and internal affairs of the foreign corporation; (2) the liability of its stockholders as stockholders for the debts, obligations, or other liabilities of the foreign corporation; and (3) the authority of the directors and officers of the foreign corporation. (b) A foreign corporation is not precluded from registering to do business in this state because of any difference between the law of the foreign corporation's jurisdiction of formation and the law of this state. (Act 2019-94, §1.)
AL Code § 10A-2A-15.10 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 15 - Foreign Corporations.|Division B - Acting in a Fiduciary Capacity.|Section 10A-2A-15.10 - Definitions.

Section 10A-2A-15.10Definitions.  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 this state; 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 this state. (Act 2019-94, §1.)
AL Code § 10A-2A-15.11 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 15 - Foreign Corporations.|Division B - Acting in a Fiduciary Capacity.|Section 10A-2A-15.11 - Authority of Foreign Corporation to Act as Fiduciary.

Section 10A-2A-15.11Authority of foreign corporation to act as fiduciary.  (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. (Act 2019-94, §1.)