Section 10A-1-7.12 – Grounds for Revocation.
Section 10A-1-7.12 Grounds for revocation. The Secretary of State may commence a proceeding under Section 10A-1-7.13 to revoke the registration of a foreign entity authorized to transact business in this state if: (1) the foreign entity does not deliver its annual report, if required by law, to the Secretary of State within 180 days after […]
Section 10A-1-8.02 – Mergers of Entities.
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other entity or entities are the same or another form of entity, may be accomplished as provided in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit corporation, that is a party to a […]
Section 10A-1-6.22 – General Scope of Permissive Indemnification.
Section 10A-1-6.22 General scope of permissive indemnification. (a) Except as otherwise provided by subsection (d) and subject to subsection (b), an enterprise may indemnify a governing person, former governing person, or delegate against a judgment, penalty, settlement, or fine, including an excise or similar tax or an excise tax assessed against the person regarding an […]
Section 10A-1-7.13 – Procedure for and Effect of Revocation.
Section 10A-1-7.13 Procedure for and effect of revocation. (a) If the Secretary of State determines that one or more grounds exist under Section 10A-1-7.12 for revocation of a registration, the Secretary of State shall serve the foreign entity with written notice of the determination of the Secretary of State by serving the foreign entity’s registered […]
Section 10A-1-8.03 – Nonexclusive Application of Article.
Section 10A-1-8.03 Nonexclusive application of article. This article is not exclusive. This article does not preclude any entity from being converted or merged under law other than this chapter. (Acts 1996, No. 96-528, p. 685, §1; §10-8A-908; amended and renumbered by Act 2009-513, p. 967, §71; Act 2018-125, §3.)
Section 10A-1-6.23 – Manner for Determining Permissive Indemnification.
Section 10A-1-6.23 Manner for determining permissive indemnification. (a) Except as otherwise provided by subsections (b) and (c), the determinations required under Section 10A-1-6.21(a) must be made by: (1) a majority vote of a quorum composed of the governing persons who at the time of the vote are disinterested and independent; (2) if a quorum described […]
Section 10A-1-7.14 – Appeal From Revocation.
Section 10A-1-7.14 Appeal from revocation. (a) A foreign entity may appeal the Secretary of State’s revocation of its registration to the Circuit Court of Montgomery County within 30 days after service of the certificate of revocation is perfected under Section 10A-1-7.13. The foreign entity appeals by petitioning the court to set aside the revocation and […]
Section 10A-1-8.04 – Merger With or Conversion From a Foreign Entity.
Section 10A-1-8.04 Merger with or conversion from a foreign entity. (a) One or more foreign entities may merge with one or more domestic entities in accordance with Section 10A-1-8.02, and a foreign entity may convert to a domestic entity, or a domestic entity may convert to a foreign entity in accordance with Section 10A-1-8.01 only […]
Section 10A-1-6.24 – Advancement of Expenses.
Section 10A-1-6.24 Advancement of expenses. (a) An enterprise may pay or reimburse reasonable expenses incurred by a governing person, former governing person, or delegate that was, is, or is threatened to be made a respondent in a proceeding in advance of the final disposition of the proceeding without making the determinations required under Section 10A-1-6.21(a) […]
Section 10A-1-7.21 – Transaction of Business Without Registration; Generally.
Section 10A-1-7.21 Transaction of business without registration; generally. (a) A foreign entity transacting business in this state, except a corporation or other organization formed pursuant to federal law, may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state. (b) The failure of a foreign […]