Corporation Sole Statutes: Alabama

Corporation Sole Statutes

Alabama Corporation Sole Statute

Ala. Code § 10-4-1.  Authority to incorporate.

Any bishop of a diocese consisting wholly or in part of territory in Alabama may become a corporation sole with the power and authority defined in this article by proceeding according to the provisions of this article.

Credits

(Acts 1911, No. 429, p. 452; Code 1923, § 7112; Code 1940, T. 10, § 115; § 10-4-1; amended and renumbered by Act 2009-513, p. 967, § 324.)

Editors’ Notes

COMMENT

This section was derived from prior Section 10-4-1, without change. As provided in Section 10A-1-102(b), the provisions of Chapter 1 (the Hub) apply to Chapter 20 entities only as expressly provided in Chapter 1 or Chapter 20. Accordingly, to form a corporation sole, one looks primarily to the provisions of this Article 1 of Chapter 20, rather than to the formation provisions of the Hub.

Notes of Decisions (2)

Ala. Code 1975 § 10A-20-1.01, AL ST § 10A-20-1.01

Current through Act 2014-457 of the 2014 Regular Session.

Ala. Code § 10-4-2.  Proceedings to incorporate.

To become a corporation sole, the bishop shall present to the Secretary of State of Alabama an application signed by the bishop which shall set forth:

(1) The name, official designation, and place of residence of the applicant, the name of the church of which the individual is a bishop, a copy in English of the commission, instrument, or document, if any, evidencing the right to the office, the date and place of the consecration and induction into office and that the bishop desires to become a corporation sole under this article;

(2) The name and territorial limits of the diocese, the date of its creation, a brief designation of the authority by which the diocese was created, that by which it may be modified, and that by which its bishopric is filled, the terms of its bishop’s office and the instrument or document, if any, by which the bishop’s right to the office is evidenced, and the place where, and the official by whom, the original records thereof are kept;

(3) The name proposed for the corporation;

(4) The location of the principal office of the proposed corporation; and

(5) Any other matter relating to the incorporation which the applicant may choose to insert, not inconsistent with the Constitution and laws of Alabama.

The application shall be subscribed and sworn to by the bishop before an officer authorized by the laws of Alabama to take and certify oaths, who shall certify upon the application that he or she personally knows the applicant and believes the applicant to be the bishop as asserted in the application and that the applicant subscribed and swore thereto in the officer’s presence. The Secretary of State shall examine the application, and if he or she finds that the name proposed for the corporation is not identical with that of a person or of any other corporation in this state, or so nearly similar thereto as to lead to confusion and uncertainty, the Secretary of State shall receive and file it and shall record it in an appropriate book of record in his or her office.

Credits

(Acts 1911, No. 429, p. 452; Code 1923, § 7113; Code 1940, T. 10, § 116; § 10-4-2; amended and renumbered by Act 2009-513, p. 967, § 324.)

Editors’ Notes

COMMENT

This section was derived from prior Section 10-4-2. The only change was the requirement in subsection (1) of a copy of the commission, instrument, or other document, if any, evidencing the bishop’s right to office, rather than simply an abstract of the substance of the document.

Ala. Code 1975 § 10A-20-1.02, AL ST § 10A-20-1.02

Current through Act 2014-457 of the 2014 Regular Session.

Ala. Code § 10-4-3.  Certificate of incorporation.

When the application has been made, filed, and recorded as provided in Section 10A-20-1.02, the applicant shall constitute a corporation sole under the name proposed in the application; and the Secretary of State shall make and issue to the applicant a certificate of incorporation pursuant to this article, under the seal of the state, and shall record the same with the application.

Credits

(Acts 1911, No. 429, p. 452; Code 1923, § 7114; Code 1940, T. 10, § 117; § 10-4-3; amended and renumbered by Act 2009-513, p. 967, § 324.)

Editors’ Notes

COMMENT

This section was derived from prior Section 10-4-3, with no substantive change.

Ala. Code 1975 § 10A-20-1.03, AL ST § 10A-20-1.03

Current through Act 2014-457 of the 2014 Regular Session.

Ala. Code § 10-4-4.  Powers.

A corporation sole under this article shall have the following powers:

(1) To have succession by its corporate name perpetually;

(2) To sue and be sued and defend;

(3) To make and use a corporate seal and alter the same at pleasure;

(4) To receive, take and hold, by sale, gift, lease, devise, or otherwise, real and personal estate of every description for charitable, educational, burial, religious, and church purposes and to manage and dispose of the same by any form of legal conveyance or transfer with full power and authority to borrow money and to convey by mortgage deed;

(5) To acquire, hold, purchase, receive by bequest or devise, and to convey or otherwise dispose of all such real, personal, and mixed property as may be necessary or convenient for the construction, operation, or maintenance of the diocesan enterprises or for the conduct or management of the business or businesses of the diocese of the bishop, or as the purposes of the bishop may require, and all other real, personal, or mixed property which shall have been bona fide conveyed, transferred, pledged, or mortgaged to the corporation by way of security for, or in, satisfaction of debts or purchased at sale under judgment obtained for the debts;

(6) To borrow money, issue notes, bonds, or other negotiable paper or mortgage, pledge, or otherwise transfer or convey its real, personal, and mixed property to secure the payment of money borrowed or any debt contracted;

(7) To appoint and employ officers and agents as the business of the corporation may require;

(8) To wind up and dissolve itself or be wound up and dissolved in the manner provided in this article;

(9) To establish and maintain churches, schools, orphanages, hospitals, and religious or benevolent institutions and to undertake and execute all business enterprises that the work of the diocese shall require;

(10) To undertake, execute, and carry on religious or diocesan charities, works, institutions, business, or enterprises in other states or foreign countries and to acquire, hold, transfer, mortgage, and convey, real, personal, or mixed property in those states and foreign countries; and

(11) To subscribe for, acquire, hold, and dispose of the stock, bonds, or other evidence of indebtedness of any other corporation of this or any other state or foreign countries and, while owner thereof, to exercise the rights, privileges, and powers of ownership, including the right to vote.

Credits

(Acts 1911, No. 429, p. 452; Code 1923, § 7115; Code 1940, T. 10, § 118; § 10-4-4; amended and renumbered by Act 2009-513, p. 967, § 324.)

Editors’ Notes

COMMENT

This section was derived from prior Section 10-4-4 without substantive change.

Ala. Code 1975 § 10A-20-1.04, AL ST § 10A-20-1.04

Current through Act 2014-457 of the 2014 Regular Session.

Ala. Code § 10-4-5.  Certificate of succession by successor of bishop.

When a bishop has become a corporation sole pursuant to this article, each of the successors in the bishopric shall succeed the bishop in the corporation upon making and filing with the Secretary of State an application for a certificate of succession setting forth:

(1) The succession; and

(2) A copy in English of the commission, instrument, or document evidencing the right to the succession, and the date and place of the consecration and induction into office, which certificate shall be subscribed, sworn to, and certified as provided for in the original application for incorporation.

Upon the issue of a certificate of succession as provided for in this section, the successor shall be clothed with all the authority and power of the original incorporator.

Credits

(Acts 1911, No. 429, p. 452; Code 1923, § 7116; Code 1940, T. 10, § 119; § 10-4-5; amended and renumbered by Act 2009-513, p. 967, § 324.)

Editors’ Notes

COMMENT

This section was derived from prior Section 10-4-5. The only change–a requirement that a copy of the successor bishop’s commission be filed, not merely an abstract–tracks that made in Section 10A-20-1.02.

Ala. Code 1975 § 10A-20-1.05, AL ST § 10A-20-1.05

Current through Act 2014-457 of the 2014 Regular Session.

Ala. Code § 10-4-6.  Appointment of administrator to act while bishopric vacant.

A bishop who has become a corporation sole pursuant to this chapter shall be authorized to appoint an administrator to act for the corporation during the time as the bishopric shall for any reason be vacant. In the event a vacancy should occur in the bishopric and no administrator shall have been appointed, then the ecclesiastical authority to whom the bishop is spiritually subject shall have authority to appoint the administrator. An appointment of an administrator shall be in writing, signed by the maker, attested by at least two witnesses and acknowledged or proved, as provided for conveyances of land in this state. Upon the occurrence of a vacancy, the administrator may file in the office of the Secretary of State an application for certificate of administratorship, setting forth the vacancy and the administrator’s appointment, which application shall be subscribed, sworn to, and certified like the original application for incorporation, and shall attach thereto and file therewith the appointment and the acknowledgment or proof thereof. Upon the filing of an application of an administrator or of a successor in a corporation sole, the Secretary of State shall record the same in an appropriate book of record in the office of the Secretary of State and shall issue to the applicant a certificate of administratorship or successorship, as the case may be, under the seal of the state and shall record the same with the application therefor. From the issue of the certificate of administratorship, and until the certificate of succession has issued, the administrator shall be authorized to act for the corporation in the place of the bishop. As soon as the certificate of succession provided for in Section 10A-20-1.05 is issued, the administrator shall account for his or her administration and turn over all the corporation’s property to the successor.

Credits

(Acts 1911, No. 429, p. 452; Code 1923, § 7117; Code 1940, T. 10, § 120; § 10-4-6; amended and renumbered by Act 2009-513, p. 967, § 324.)

Editors’ Notes

COMMENT

This section was derived from prior Section 10-4-6, without substantive change.

Ala. Code 1975 § 10A-20-1.06, AL ST § 10A-20-1.06

Current through Act 2014-457 of the 2014 Regular Session.

Ala. Code § 10-4-7.  Dissolution.

Any corporation sole under this article may be dissolved by the bishop who constitutes the corporation filing with the Secretary of State an application therefor, which shall be subscribed, sworn to, and certified as in the case of an application for incorporation. Upon the filing of the certificate, the corporation shall cease, and all its property rights and liabilities shall pass to the bishop, but no bishop shall be responsible for liabilities of a dissolved corporation in any greater sum than the value of property of the corporation which may come into possession of the bishop upon its dissolution. The Secretary of State shall record the application for dissolution and shall make and issue to the bishop, under the seal of the state, a certificate that the corporation is dissolved and shall record this certificate with the application for dissolution.

Credits

(Acts 1911, No. 429, p. 452; Code 1923, § 7118; Code 1940, T. 10, § 121; § 10-4-7; amended and renumbered by Act 2009-513, p. 967, § 324.)

Editors’ Notes

COMMENT

This section was derived from prior Section 10-4-7 without substantive change.

Ala. Code 1975 § 10A-20-1.07, AL ST § 10A-20-1.07

Current through Act 2014-457 of the 2014 Regular Session.

Ala. Code § 10-4-8.  Fees to be paid Secretary of State.

Upon the presentation to the Secretary of State of any application provided for in this article, the applicant shall not be required to pay any fee to or for the judge of probate but shall pay to the Secretary of State the fee prescribed to be paid to the Secretary of State by Section 10A-1-4.31 as follows:

(1) for the filing of an application under Section 10A-20-1.02 to become a corporation sole, the fee prescribed for filing a certificate of formation;

(2) for the filing of an application under Section 10A-20-1.05 for a certificate of succession, the fee prescribed for filing a certificate of formation;

(3) for the filing of an application under Section 10A-20-1.06 for appointment of an administrator, the fee prescribed for filing a certificate of formation; and

(4) for the filing of an application to dissolve under Section 10A-20-1.07, the fee prescribed for filing articles of dissolution.

Credits

(Acts 1911, No. 429, p. 452; Code 1923, § 7119; Code 1940, T. 10, § 122; § 10-4-8; amended and renumbered by Act 2009-513, p. 967, § 324.)

Editors’ Notes

COMMENT

This section was derived from prior Section 10-4-8. The fee requirements were revised to correlate with the general filing fee requirements under this Title.

Ala. Code 1975 § 10A-20-1.08, AL ST § 10A-20-1.08

Current through Act 2014-457 of the 2014 Regular Session.

Ala. Code § 10-4-9.  Records and certificates prima facie evidence.

Any record kept or certificate issued in pursuance of this article, or a copy of any such record certified to be true by the legal custodian thereof, shall be received in evidence in all courts and shall be prima facie evidence of the facts therein recited or thereby shown.

Credits

(Acts 1911, No. 429, p. 452; Code 1923, § 7120; Code 1940, T. 10, § 123; § 10-4-9; amended and renumbered by Act 2009-513, p. 967, § 324.)

Editors’ Notes

COMMENT

This section was derived from prior Section 10-4-9 without substantive change.

Ala. Code 1975 § 10A-20-1.09, AL ST § 10A-20-1.09

Current through Act 2014-457 of the 2014 Regular Session.

 

Last updated: June 2015