§ 10A-30-2.02 — “Close Corporation” Defined; Contents of Certificate of Formation; Number of Shareholders; Applicable to Corporations Formed as Close Corporations or Electing Close Corporation Status Prior to January 1, 1995

Alabama § 10A-30-2.02

• Jurisdiction: Alabama
• Title 10A: Alabama Business and Nonprofit Entities Code
• Ch. 30: Provisions Applicable to Exisiting Entities of a Type That May No Longer Be Formed:unincorporated Professional Associations and Close Corporations
• Art. 2: Close Corporations

Text

(a) A close corporation is a corporation organized under former Chapter 2A of former Title 10 whose certificate of formation contains the provisions required by former Section 10-2A-91 or a successor statute, including Section 10A-2-2.02 and, in addition, provide that:
(1) The corporation is a close corporation authorized by this article;
(2) All of the issued shares of all classes shall be subject to one or more of the restrictions on transfer permitted by former Section 10-2A-41 or a successor statute, including Section 10A-2-6.27; and
(3) For purposes of determining the number of holders of record of the stock of a close corporation, stock which is held in joint or common tenancy or by the entireties shall be treated as held by one shareholder.
(b) The certificate of formation of a close corporation may set forth the qualifications of shareholders, either by specifying classes of persons who shall be entitled to be holders of record of shares of any class, or by specifying classes of persons who shall not be entitled to be holders of shares of any class or both.
(c) All of the corporation’s issued shares of all classes, exclusive of treasury shares, shall be held of record by not more than a specified number of persons, not exceeding 30.

Legislative History

(Acts 1980, No. 80-633, p. 1094, §162; §10-2A-301; amended and renumbered by Act 2009-513, p. 967, §372.)