reglab/housing_qa huggingface dataset:
AL Code § 10A-2A-11.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 11 - Mergers and Stock Exchanges.|Section 10A-2A-11.03 - Stock Exchange.

Section 10A-2A-11.03Stock exchange.  (a) By complying with this Article 11: (1) a corporation may acquire all of the stock of one or more classes or series of stock, of another corporation or foreign corporation, in exchange for stock or other securities, obligations, rights to acquire stock or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of stock exchange; or (2) all of the stock of one or more classes or series of stock of a corporation may be acquired by another corporation or foreign corporation, in exchange for stock or other securities, obligations, rights to acquire stock or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of stock exchange. (b) A foreign corporation may be the acquired entity in a stock exchange only if the stock exchange is permitted by the governing statute of that foreign corporation. (c) The plan of stock exchange must include: (1) the name of each corporation or foreign corporation the stock of which will be acquired, the name of the corporation or foreign corporation that will acquire that stock, and the respective unique identifying numbers or other designations as assigned by the Secretary of State, if any, of the corporation or foreign corporation; (2) the terms and conditions of the stock exchange; (3) the manner and basis of exchanging stock of a corporation or foreign corporation, the stock of which will be acquired under the stock exchange for stock or other securities, obligations, rights to acquire stock, other securities, cash, other property, or any combination of the foregoing; and (4) any other provisions required by the governing statute governing the acquired entity or its certificate of incorporation or organizational documents. (d) Terms of a plan of stock exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with Section 10A-2A-1.20(c). (e) A plan of stock exchange may be amended only with the consent of each party to the stock exchange, except as provided in the plan. A corporation may approve an amendment to a plan: (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) in the manner provided in the plan, except that if the plan has been approved by the stockholders that were entitled to vote on, consent to, or approve of the plan then those stockholders are entitled to vote on, consent to, or approve of any amendment of the plan that will change: (i) the amount or kind of stock or other securities, obligations, rights to acquire stock, other securities, cash, or other property to be received under the plan by the stockholders of the acquired entity; or (ii) any of the other terms or conditions of the plan if the change would adversely affect the stockholders in any material respect. (Act 2019-94, §1.)
AL Code § 10A-2A-11.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 11 - Mergers and Stock Exchanges.|Section 10A-2A-11.05 - Merger Between Parent and Subsidiary or Between Subsidiaries.

Section 10A-2A-11.05Merger between parent and subsidiary or between subsidiaries.  (a) A domestic or foreign parent entity that owns stock of a corporation which carries at least 90 percent of the voting power of each class and series of the outstanding stock of that subsidiary corporation that has voting power may (i) merge that subsidiary corporation into itself (if it is a corporation, foreign corporation, or eligible entity), (ii) merge that subsidiary corporation into another corporation, foreign corporation, or eligible entity in which the parent entity owns at least 90 percent of the voting power of each class and series of the outstanding stock or eligible interests which have voting power, or (iii) merge itself (if it is a corporation, foreign corporation, or eligible entity) into that subsidiary corporation, in any case without the approval of the board of directors or stockholders of that subsidiary corporation, unless the certificate of incorporation or organizational documents of the parent entity or the certificate of incorporation of that subsidiary corporation otherwise provide. The certificate of incorporation, organizational documents, and the governing statute of the parent entity and the other corporation, foreign corporation, or eligible entity into which the parent entity intends to merge the subsidiary corporation under clause (ii) of this subsection shall determine the necessary consent or approval required for the merger. Section 10A-2A-11.04(i) applies to a merger under this section. The statement of merger relating to a merger under this section does not need to be signed by the subsidiary corporation. (b) A parent entity shall, within 10 days after the effective date of a merger approved under subsection (a), notify each of the subsidiary corporation's stockholders that the merger has become effective. (c) Except as provided in subsections (a) and (b), a merger between a parent entity and a subsidiary corporation shall, as to the subsidiary corporation and a parent entity that is a corporation, be governed by the provisions of Article 11 applicable to mergers generally, and as to a parent entity that is not a corporation, be governed by the organizational documents and governing statute of that parent entity. (Act 2019-94, §1.)
AL Code § 10A-2A-11.08 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 11 - Mergers and Stock Exchanges.|Section 10A-2A-11.08 - Abandonment of a Merger or Stock Exchange.

Section 10A-2A-11.08Abandonment of a merger or stock exchange.  (a) After a plan of merger or stock exchange has been adopted and approved as required by this Article 11, and before the statement of merger or stock exchange has become effective, the plan may be abandoned by a corporation that is a party to the plan without action by its stockholders in accordance with any procedures set forth in the plan of merger or stock exchange or, if no procedures are set forth in the plan, in the manner determined by the board of directors. (b) If a merger or stock exchange is abandoned under subsection (a) after the statement of merger or stock exchange has been delivered to the Secretary of State for filing but before the merger or stock exchange has become effective, a statement of abandonment signed by all the parties that signed the statement of merger or stock exchange shall be delivered to the Secretary of State for filing before the statement of merger or stock exchange becomes effective. The statement shall take effect on filing and the merger or stock exchange shall be deemed abandoned and shall not become effective. The statement of abandonment must contain: (1) the name of each party to the merger or the names of the acquiring and acquired entities in a stock exchange; (2) the date on which the statement of merger or stock exchange was filed by the Secretary of State; and (3) a statement that the merger or stock exchange has been abandoned in accordance with this section. (Act 2019-94, §1.)
AL Code § 10A-2A-11.09 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 11 - Mergers and Stock Exchanges.|Section 10A-2A-11.09 - Nonexclusive.

Section 10A-2A-11.09Nonexclusive.  This article is not exclusive. This article does not preclude a corporation from merging or exchanging its stock under law other than this chapter. (Act 2019-94, §1.)
AL Code § 10A-2A-12.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 12 - Disposition of Assets.|Section 10A-2A-12.01 - Disposition of Assets Not Requiring Stockholder Approval.

Section 10A-2A-12.01Disposition of assets not requiring stockholder approval. No approval of the stockholders is required, unless the certificate of incorporation otherwise provides: (a) to sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business; (b) to mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of the corporation's assets, regardless of whether in the usual and regular course of business; (c) to transfer any or all of the corporation's assets to one or more corporations, foreign corporations, or other entities all of the stock or interests of which are owned by the corporation; or (d) to distribute assets pro rata to the holders of one or more classes or series of the corporation's stock. (Act 2019-94, §1.)
AL Code § 10A-2A-17.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 17 - Benefit Corporations.|Section 10A-2A-17.01 - Application of Article 17; Definitions.

Section 10A-2A-17.01Application of Article 17; definitions. (a) A corporation electing to become a benefit corporation under this article in the manner prescribed in this article is subject in all respects to the provisions of this chapter, except to the extent this article imposes additional or different requirements, in which case those requirements apply. The inclusion of a provision in this article does not imply that a contrary or different rule of law applies to a corporation that is not a benefit corporation. This article does not affect a statute or rule of law that applies to a corporation that is not a benefit corporation. (b) As used in this article: (1) BENEFIT CORPORATION means a corporation that includes in its certificate of incorporation a statement that the corporation is subject to this article. (2) PUBLIC BENEFIT means a positive effect, or reduction of negative effects, on one or more communities or categories of persons (other than stockholders solely in their capacity as stockholders) or on the environment, including effects of an artistic, charitable, economic, educational, cultural, literary, medical, religious, social, ecological, or scientific nature. (3) PUBLIC BENEFIT PROVISION means a provision in the certificate of incorporation which states that the corporation shall pursue one or more identified public benefits. (4) RESPONSIBLE AND SUSTAINABLE MANNER means a manner that: (i) pursues through the business of the corporation the creation of a positive effect on society and the environment, taken as a whole, that is material taking into consideration the corporation's size and the nature of its business; and (ii) considers, in addition to the interests of stockholders generally, the separate interests of stakeholders known to be affected by the conduct of the business of the corporation. (Act 2020-73, §8.)
AL Code § 10A-2A-17.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 17 - Benefit Corporations.|Section 10A-2A-17.02 - Name; Stock Certificates.

Section 10A-2A-17.02Name; stock certificates. (a) The name of a benefit corporation must comply with Section 10A-1-5.04(e). (b) Any stock certificate issued by a benefit corporation, and any information statement delivered by a benefit corporation pursuant to Section 10A-2A-6.26(b), must note conspicuously that the corporation is a benefit corporation subject to this chapter. (Act 2020-73, §8.)
AL Code § 10A-2A-17.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 17 - Benefit Corporations.|Section 10A-2A-17.04 - Duties of Directors.

Section 10A-2A-17.04Duties of directors. (a) Each member of the board of directors of a benefit corporation, when discharging the duties of a director, shall act: (i) in a responsible and sustainable manner, and (ii) in a manner that pursues the public benefit or benefits identified in any public benefit provision. (b) In fulfilling the duties under subsection (a), a director shall consider, to the extent affected, in addition to the interests of stockholders generally, the separate interests of stakeholders known to be affected by the business of the corporation including: (1) the employees and work forces of the corporation, its subsidiaries, and its suppliers; (2) customers; (3) communities or society, including those of each community in which offices or facilities of the corporation, its subsidiaries, or its suppliers are located; and (4) the local and global environment. (c) A director of a benefit corporation shall not, by virtue of the duties imposed by subsections (a) and (b), owe any duty to a person other than the benefit corporation due to any interest of the person in the status of the corporation as a benefit corporation or in any public benefit provision. (d) Unless otherwise provided in the certificate of incorporation, the violation by a director of the duties imposed by subsections (a) and (b) shall not constitute an intentional infliction of harm on the corporation or the stockholders for purposes of Section 10A-2A-2.02(b)(4) and (5). (Act 2020-73, §8.)
AL Code § 10A-2A-17.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 17 - Benefit Corporations.|Section 10A-2A-17.06 - Rights of Action.

Section 10A-2A-17.06Rights of action. (a) Except in a proceeding authorized under Section 10A-2A-17.05(c) or this section, no person other than the corporation, or a stockholder in the right of the corporation pursuant to subsection (b), may bring an action or assert a claim with respect to the violation of any duty applicable to a benefit corporation or any of its directors under this article. (b) Except for a proceeding brought under Section 10A-2A-17.05(c), a proceeding by a stockholder of a benefit corporation claiming violation of any duty applicable to a benefit corporation or any of its directors under this article: (1) must be brought in a derivative proceeding pursuant to Division D of Article 7 of this chapter; and (2) may be brought only by a stockholder of the benefit corporation that at the time of the act or omission complained of either individually, or together with other stockholders bringing such action collectively, owned directly or indirectly at least five percent of a class of the corporation's outstanding stock or, in the case of a corporation with stock traded on an organized market as described in Section 10A-2A-13.02(b)(1)(i), either that percentage of shares of stock or shares of stock with a market value of at least $5 million at the time the proceeding is commenced. (c) A suit under subsection (b) may not be maintained if, during the pendency of the suit, the stockholder individually fails, or the stockholders collectively fail, to continue to own directly or indirectly the lesser of (i) the number of shares of stock at the time the proceeding is commenced, (ii) a number of shares of stock representing five percent of a class of the corporation's stock, or (iii) a number of shares of stock with a market value of at least $5 million. (Act 2020-73, §8.)
AL Code § 10A-2A-18.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 18 - Transition Provisions.|Section 10A-2A-18.01 - Application to Existing Corporations.

Section 10A-2A-18.01Application to existing corporations. (a) Before January 1, 2021, this chapter governs only: (1) a corporation incorporated on or after January 1, 2020; and (2) a corporation incorporated before January 1, 2020, which elects, by amending or restating that corporation's certificate of incorporation, to be governed by this chapter. (b) On and after January 1, 2021, this chapter governs all existing corporations incorporated under: (1) any general or special law of this state providing for the incorporation of corporations for a purpose or purposes for which a corporation might be incorporated under this chapter, where the power has been reserved to amend, repeal, or modify the law under which the corporation was incorporated; and (2) any predecessor statute hereto. (c) For purposes of applying this chapter to a corporation incorporated before January 1, 2020: (1) the corporation's incorporation document, whether a certificate of incorporation, certificate of formation, charter, or articles of incorporation is deemed to be the corporation's certificate of incorporation; (2) the corporation's bylaws are deemed to be the corporation's bylaws; (3) any amendment or restatement of a corporation's certificate of incorporation or bylaws on or after January 1, 2020, shall conform with this chapter; and (4) all filing instruments to be delivered for filing by or on behalf of a corporation on or after January 1, 2020, shall conform with this chapter and shall be delivered for filing to the filing officer in accordance with Article 4, commencing with Section 10A-1-4.01, of Chapter 1. (d) No corporation may be incorporated after December 31, 2019, pursuant to Sections 10A-2-1.01 to 10A-2-17.02, inclusive. (Act 2019-94, §1; §10A-2A-17.01; amended and renumbered by Act 2020-73, §9.)
AL Code § 10A-2A-18.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 18 - Transition Provisions.|Section 10A-2A-18.02 - Application to Existing Foreign Corporations.

Section 10A-2A-18.02Application to existing foreign corporations. A foreign corporation registered or authorized to transact business in this state on January 1, 2020, is subject to this chapter and is deemed to be registered to transact business in this state, and is not required to renew its registration to transact business under Article 7, commencing with Section 10A-1-7.01, of Chapter 1, except as Article 7, commencing with Section 10A-1-7.01, of Chapter 1 requires. (Act 2019-94, §1; §10A-2A-17.02; amended and renumbered by Act 2020-73, §9.)
AL Code § 10A-2A-18.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 18 - Transition Provisions.|Section 10A-2A-18.03 - Saving Provisions.

Section 10A-2A-18.03Saving provisions.  (a) Except as provided in subsection (b), the repeal of a statute by this chapter does not affect: (1) the operation of the statute or any action taken under it before its repeal; (2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal; (3) any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or (4) any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed. (b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment, if not already imposed, shall be imposed in accordance with this chapter. (Act 2019-94, §1; §10A-2A-17.03; renumbered by Act 2020-73, §9.)
AL Code § 10A-2A-18.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 18 - Transition Provisions.|Section 10A-2A-18.04 - Severability.

Section 10A-2A-18.04Severability.  If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. (Act 2019-94, §1; §10A-2A-17.04; renumbered by Act 2020-73, §9.)
AL Code § 10A-2A-18.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 18 - Transition Provisions.|Section 10A-2A-18.05 - Relation to Electronic Signatures in Global and National Commerce Act.

Section 10A-2A-18.05Relation to Electronic Signatures in Global and National Commerce Act.  This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. Section 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C. Section 7003(b). (Act 2019-94, §1; §10A-2A-17.05; renumbered by Act 2020-73, §9.)
AL Code § 10A-2A-18.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 18 - Transition Provisions.|Section 10A-2A-18.06 - Interstate Application.

Section 10A-2A-18.06Interstate application. A corporation formed and existing under this chapter may conduct its business and affairs, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction. (Act 2019-94, §1; §10A-2A-17.06; renumbered by Act 2020-73, §9.)
AL Code § 10A-3-1.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 1 - General Provisions.|Section 10A-3-1.01 - Short Title.

Section 10A-3-1.01Short title. This chapter and the provisions of Chapter 1 to the extent applicable to nonprofit corporations may be cited as the "Alabama Nonprofit Corporation Law." (Acts 1984, No. 84-290, p. 502, §1; §10-3A-1; amended and renumbered by Act 2009-513, p. 967, §168.)