Section 10A-3-7.01 Voluntary dissolution – Procedure. (a) A nonprofit corporation may dissolve and wind up its affairs in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the nonprofit corporation be dissolved, and directing that the question of the dissolution be submitted […]
Section 10A-3-7.02 Voluntary dissolution – Distribution of assets generally. The assets of a nonprofit corporation in the process of dissolution shall be applied and distributed as follows: (1) All liabilities and obligations of the nonprofit corporation shall be paid and discharged, or adequate provision shall be made therefor; (2) Assets held by the nonprofit corporation […]
Section 10A-3-7.03 Voluntary dissolution – Plan of distribution of assets. A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a nonprofit corporation in the process of dissolution and shall be adopted by a nonprofit corporation for the purpose of authorizing any transfer or conveyance […]
Section 10A-3-7.04 Voluntary dissolution – Revocation of voluntary dissolution proceedings. (a) A nonprofit corporation may, at any time prior to the delivery of the articles of dissolution to the Secretary of State for filing, revoke the action theretofore taken to dissolve the nonprofit corporation, in the following manner: (1) If there are members entitled to […]
Section 10A-3-7.05 Voluntary dissolution – Articles of dissolution. If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities, and obligations of the corporation shall have been paid and discharged, or adequate provision shall have been made therefor, and all of the remaining property and assets of the nonprofit corporation shall have been […]
Section 10A-3-7.06 Voluntary dissolution – Filing of articles of dissolution. (a) The articles of dissolution shall be delivered to the Secretary of State for filing. (b) Upon the filing of the articles of dissolution, the existence of the nonprofit corporation shall cease, except for the purpose of suits, other proceedings, and appropriate corporate action by […]
Section 10A-3-7.07 Involuntary dissolution – Grounds. A nonprofit corporation may be dissolved involuntarily by an order of the circuit court of the county in which the principal office of the nonprofit corporation in this state is located, and if none is located in this state, the circuit court for the county in which the most […]
Section 10A-3-7.08 Involuntary dissolution – Procedure; notification to Attorney General. The Secretary of State shall certify to the Attorney General, from time to time, the names of all nonprofit corporations which have given cause for dissolution as provided in this chapter, together with the facts pertinent thereto. Whenever the Secretary of State shall certify the […]
Section 10A-3-7.09 Involuntary dissolution – Venue and service of process. Every action for the involuntary dissolution of a nonprofit corporation shall be commenced by the Attorney General in the circuit court for the county in which the nonprofit corporation’s principal office is located in this state, and if none in this state, in the circuit […]
Section 10A-3-7.10 Liquidation – Jurisdiction of court to liquidate assets and affairs of corporation. (a) The circuit court of the county in which the nonprofit corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the nonprofit corporation’s most recent registered office is […]
Section 10A-3-7.11 Procedure in liquidation of corporation by court. (a) In proceedings to liquidate the assets and affairs of a nonprofit corporation, the court shall have the power to issue restraining orders or injunctions, to appoint a receiver or receivers pendente lite, with the powers and duties as the court, from time to time, may […]
Section 10A-3-7.12 Liquidation – Qualification of receivers. A receiver shall be a natural person, a partnership, a professional association, a professional corporation, or a business corporation authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in Alabama, and shall in all cases give bond […]
Section 10A-3-7.13 Liquidation – Filing of claims in liquidation proceedings. In proceedings to liquidate the assets and affairs of a nonprofit corporation, the court may require all creditors of the nonprofit corporation to file with the clerk of the court or with the receiver, in the form as the court may prescribe, proofs under oath […]
Section 10A-3-7.14 Liquidation – Discontinuance of liquidation proceedings. The liquidation of the assets and affairs of a nonprofit corporation may be discontinued at anytime during the liquidation proceedings when it is established that cause for liquidation no longer exists. In that event, the court shall dismiss the proceedings and direct the receiver to redeliver to […]
Section 10A-3-7.15 Liquidation – Entry of order of involuntary dissolution. In proceedings to liquidate the assets and affairs of a nonprofit corporation, when the costs and expenses of the proceedings and all debts, obligations, and liabilities of the nonprofit corporation shall have been paid and discharged and all of its remaining property and assets distributed […]
Section 10A-3-7.16 Filing of order of dissolution. In case the court shall enter an order dissolving a nonprofit corporation, it shall be the duty of the court to cause a certified copy of the order to be delivered to the Secretary of State for filing. No fee shall be charged by the Secretary of State […]
Section 10A-3-7.17 Deposits with State Treasurer. Upon the voluntary or involuntary dissolution of a nonprofit corporation, the portion of the assets distributable to any person who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive the distributive portion, shall be reduced to cash and […]
Section 10A-3-7.18 Survival of remedy after dissolution. The dissolution of a nonprofit corporation either (1) by the filing of the articles of dissolution by the Secretary of State, or (2) by an order of court when the court has not liquidated the assets and affairs of the corporation as provided in this chapter, or (3) […]
