reglab/housing_qa huggingface dataset:
AL Code § 10A-2-13.22 (2021)
2021 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.

Section 10A-2-13.22Dissenters' 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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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.)
AL Code § 10A-2-13.23 (2021)
2021 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.

Section 10A-2-13.23Duty 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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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.)
AL Code § 10A-2-13.24 (2021)
2021 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.

Section 10A-2-13.24Share 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.)
AL Code § 10A-2-13.25 (2021)
2021 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.

Section 10A-2-13.25Offer 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.)
AL Code § 10A-2-13.26 (2021)
2021 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.

Section 10A-2-13.26Failure 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.)
AL Code § 10A-2-13.28 (2021)
2021 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.

Section 10A-2-13.28Procedure 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.)
AL Code § 10A-2-13.31 (2021)
2021 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.

Section 10A-2-13.31Court 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.)
AL Code § 10A-2-13.32 (2021)
2021 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.

Section 10A-2-13.32Status 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.)
AL Code § 10A-2-14.01 (2021)
2021 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

Section 10A-2-14.01Dissolution 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.)
AL Code § 10A-2-14.02 (2021)
2021 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.

Section 10A-2-14.02Dissolution 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.)
AL Code § 10A-2-14.03 (2021)
2021 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.

Section 10A-2-14.03Articles 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.)
AL Code § 10A-2-14.04 (2021)
2021 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.

Section 10A-2-14.04Revocation 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.)
AL Code § 10A-2-14.05 (2021)
2021 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.

Section 10A-2-14.05Effect 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.)
AL Code § 10A-2-14.20 (2021)
2021 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.

Section 10A-2-14.20Grounds 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.)