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https://law.justia.com/codes/alabama/title-8/chapter-2/section-8-2-9/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 2 - Agency.›Section 8-2-9 - Setoff Against Principal's Claim by Person Having Claim Against Agent Before Notice...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 2 - Agency. › Section 8-2-9 - Setoff Against Principal's Claim by Person Having Claim Against Agent Before Notice of Agency.
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Section 8-2-9
Setoff against principal's claim by person having claim against agent before notice of agency.
One who deals with an agent without knowing or having reason to believe that the agent acts as such in the transaction may set off against any claim of the principal arising out of the same all claims which he might have set off against the agent before notice of the agency.
(Code 1923, §9540; Code 1940, T. 9, §74.)
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https://law.justia.com/codes/alabama/title-8/chapter-3/article-1/section-8-3-1/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 3 - Suretyship.›Article 1 - General Provisions.›Section 8-3-1 - Relationship of Joint Makers of Notes, Bills, Etc.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 3 - Suretyship. › Article 1 - General Provisions. › Section 8-3-1 - Relationship of Joint Makers of Notes, Bills, Etc.
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Section 8-3-1
Relationship of joint makers of notes, bills, etc.
Joint makers of notes, bills, bonds, or contracts for the payment of money are bound severally and jointly to the payee, transferee, or holder, jointly and severally, for the full amount due; but as between themselves, each is principal to the extent of his share of the joint and several debt and surety to the extent of the shares of the other makers.
(Code 1907, §5384; Code 1923, §9543; Code 1940, T. 9, §77.)
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https://law.justia.com/codes/alabama/title-8/chapter-3/article-1/section-8-3-2/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 3 - Suretyship.›Article 1 - General Provisions.›Section 8-3-2 - Rights of Surety Who Has Paid Debt.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 3 - Suretyship. › Article 1 - General Provisions. › Section 8-3-2 - Rights of Surety Who Has Paid Debt.
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Section 8-3-2
Rights of surety who has paid debt.
A surety who has paid his principal's debt is entitled to a transfer of the original and collateral security which the creditor holds; he has all the rights to realize thereon and to reimburse himself to the same extent as the creditor might have done before the surety paid him, whether paid before or after judgment; and he shall be substituted for the creditor and subrogated to all his rights and remedies; in effect, he shall be a purchaser of the debt and all its incidents.
(Code 1907, §5385; Code 1923, §9544; Code 1940, T. 9, §78.)
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https://law.justia.com/codes/alabama/title-8/chapter-3/article-1/section-8-3-3/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 3 - Suretyship.›Article 1 - General Provisions.›Section 8-3-3 - Remedies Given Sureties Not Exclusive.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 3 - Suretyship. › Article 1 - General Provisions. › Section 8-3-3 - Remedies Given Sureties Not Exclusive.
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Section 8-3-3
Remedies given sureties not exclusive.
The remedies given sureties and cosureties in this chapter are not exclusive of other remedies conferred by statute or existing at common law, but are cumulative and additional.
(Code 1907, §5386; Code 1923, §9545; Code 1940, T. 9, §79.)
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https://law.justia.com/codes/alabama/title-8/chapter-3/article-1/section-8-3-4/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 3 - Suretyship.›Article 1 - General Provisions.›Section 8-3-4 - Tender by Surety Discharges Surety.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 3 - Suretyship. › Article 1 - General Provisions. › Section 8-3-4 - Tender by Surety Discharges Surety.
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Section 8-3-4
Tender by surety discharges surety.
The surety may tender to the creditor the amount of his debt and demand that the evidence of and the securities for the same be delivered up to him to be enforced against his principal or cosureties; and a failure of the creditor to comply, when within his power, shall operate to discharge the surety.
(Code 1907, §5387; Code 1923, §9546; Code 1940, T. 9, §80.)
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https://law.justia.com/codes/alabama/title-8/chapter-3/article-1/section-8-3-5/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 3 - Suretyship.›Article 1 - General Provisions.›Section 8-3-5 - Rights of Surety Against Principal Upon Payment of Debt.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 3 - Suretyship. › Article 1 - General Provisions. › Section 8-3-5 - Rights of Surety Against Principal Upon Payment of Debt.
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Section 8-3-5
Rights of surety against principal upon payment of debt.
Payment by a surety or endorser of a debt past due entitles him to proceed immediately against his principal for the sum paid, with interest thereon, and all legal costs to which he may have been subjected by the default of the principal.
(Code 1907, §5388; Code 1923, §9547; Code 1940, T. 9, §81.)
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https://law.justia.com/codes/alabama/title-8/chapter-3/article-1/section-8-3-6/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 3 - Suretyship.›Article 1 - General Provisions.›Section 8-3-6 - Suretyship May Be Proved by Parol.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 3 - Suretyship. › Article 1 - General Provisions. › Section 8-3-6 - Suretyship May Be Proved by Parol.
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Section 8-3-6
Suretyship may be proved by parol.
If the fact of suretyship does not appear on the face of the contract, it may be proved by parol, either before or after the judgment.
(Code 1907, §5389; Code 1923, §9548; Code 1940, T. 9, §82.)
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https://law.justia.com/codes/alabama/title-8/chapter-3/article-1/section-8-3-7/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 3 - Suretyship.›Article 1 - General Provisions.›Section 8-3-7 - Rights of Surety Sued Separately and Paying Judgment.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 3 - Suretyship. › Article 1 - General Provisions. › Section 8-3-7 - Rights of Surety Sued Separately and Paying Judgment.
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Section 8-3-7
Rights of surety sued separately and paying judgment.
If the surety is sued separately from his principal, on payment by him of the judgment against him, he shall be entitled to control the judgment and execution against his principal in the same manner as if the judgment and execution were joint; and if he does not appear as surety in the judgment against him, he may give notice and make the proof and obtain the control in the same manner as pointed out in cases of joint judgment.
(Code 1907, §5390; Code 1923, §9549; Code 1940, T. 9, §83.)
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https://law.justia.com/codes/alabama/title-8/chapter-3/article-1/section-8-3-8/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 3 - Suretyship.›Article 1 - General Provisions.›Section 8-3-8 - Payments by Surety Pending Action.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 3 - Suretyship. › Article 1 - General Provisions. › Section 8-3-8 - Payments by Surety Pending Action.
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Section 8-3-8
Payments by surety pending action.
If the surety pays off the debt pending an action against the principal and himself or against the principal alone, such payment shall operate only to cause the action to proceed for the benefit of such surety, and the judgment may be entered in the name of the original plaintiff for the use of such surety.
(Code 1907, §5391; Code 1923, §9550; Code 1940, T. 9, §84.)
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https://law.justia.com/codes/alabama/title-8/chapter-3/article-1/section-8-3-9/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 3 - Suretyship.›Article 1 - General Provisions.›Section 8-3-9 - Contribution by Cosureties.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 3 - Suretyship. › Article 1 - General Provisions. › Section 8-3-9 - Contribution by Cosureties.
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Section 8-3-9
Contribution by cosureties.
All the foregoing provisions of this article shall apply to cases where there are more than one surety, so as to enable a surety discharging a joint debt, in whole or in part, either pending the action or after joint or several judgments, to control the same against his cosureties for the purpose of compelling them to contribute their respective shares of the amount so paid by him.
(Code 1907, §5392; Code 1923, §9551; Code 1940, T. 9, §85.)
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https://law.justia.com/codes/alabama/title-8/chapter-3/article-1/section-8-3-10/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 3 - Suretyship.›Article 1 - General Provisions.›Section 8-3-10 - Control of Judgment by Endorser Upon Payment of Debt.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 3 - Suretyship. › Article 1 - General Provisions. › Section 8-3-10 - Control of Judgment by Endorser Upon Payment of Debt.
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Section 8-3-10
Control of judgment by endorser upon payment of debt.
(a) Every endorser who shall pay off and discharge the debt on which he is endorser, either pending the action or after judgment, whether the judgment be joint against the principal and all the endorsers or several against such, shall be entitled to control the judgment and execution founded thereon against the principal and all prior endorsers in the same manner, upon the same proof and under the same circumstances as provided in the case of sureties.
(b) If such endorser shall collect the same of a prior endorser, such prior endorser shall have the same control of the judgment or judgments against the principal or any endorser prior to him.
(Code 1907, §5393; Code 1923, §9552; Code 1940, T. 9, §86.)
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https://law.justia.com/codes/alabama/title-8/chapter-3/article-1/section-8-3-11/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 3 - Suretyship.›Article 1 - General Provisions.›Section 8-3-11 - Surety Paying Debt Subrogated to Rights of Creditor.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 3 - Suretyship. › Article 1 - General Provisions. › Section 8-3-11 - Surety Paying Debt Subrogated to Rights of Creditor.
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Section 8-3-11
Surety paying debt subrogated to rights of creditor.
A surety who has paid the debt of his principal is subrogated to all the rights of the creditor and, in a controversy with other creditors, ranks in dignity the same as the creditor whose claim is paid.
(Code 1907, §5394; Code 1923, §9553; Code 1940, T. 9, §87.)
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https://law.justia.com/codes/alabama/title-8/chapter-3/article-1/section-8-3-12/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 3 - Suretyship.›Article 1 - General Provisions.›Section 8-3-12 - When Surety Not to Confess Judgment.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 3 - Suretyship. › Article 1 - General Provisions. › Section 8-3-12 - When Surety Not to Confess Judgment.
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Section 8-3-12
When surety not to confess judgment.
No surety, when sued, can confess judgment or suffer judgment to pass by default if the principal debtor, on being notified of the pending action, is willing to defend the action at his own cost and give good and sufficient collateral security to the surety, to be approved by the court.
(Code 1852, §2646; Code 1867, §3073; Code 1876, §3413; Code 1886, §3152; Code 1896, §3883; Code 1907, §5395; Code 1923, §9554; Code 1940, T. 9, §88.)
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https://law.justia.com/codes/alabama/title-8/chapter-3/article-1/section-8-3-13/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 3 - Suretyship.›Article 1 - General Provisions.›Section 8-3-13 - Surety May Require Creditor to Bring Action Against Principal; Discharge of Surety...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 3 - Suretyship. › Article 1 - General Provisions. › Section 8-3-13 - Surety May Require Creditor to Bring Action Against Principal; Discharge of Surety Upon Failure to Bring Action.
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Section 8-3-13
Surety may require creditor to bring action against principal; discharge of surety upon failure to bring action.
(a) A surety upon any contract for the payment of money or for the delivery or payment of personal property may require the creditor or anyone having the beneficial interest in the contract, by notice in writing, to bring an action thereon against the principal debtor or against any cosurety to such contract.
(b) If an action is not brought thereon in three months after the receipt of such notice and prosecuted with diligence according to the ordinary course of law, the surety giving such notice is discharged from all liability as surety or his aliquot proportion of the debt, as the case may be.
(c) One surety may give the notice in behalf of his cosureties.
(d) The remedy secured by this section does not apply to bonds or other contracts with collateral conditions, nor to the bonds of executors, administrators, guardians, or public officers.
(Code 1852, §§2647, 2648; Code 1867, §§3074, 3075; Code 1876, §§3414, 3415; Code 1886, §§3153, 3154; Code 1896, §§3884, 3885; Code 1907, §§5396, 5397; Code 1923, §§9555, 9556; Code 1940, T. 9, §§89, 90.)
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https://law.justia.com/codes/alabama/title-8/chapter-3/article-1/section-8-3-14/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 3 - Suretyship.›Article 1 - General Provisions.›Section 8-3-14 - Provisions of Chapter Inure to Benefit of Personal Representatives.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 3 - Suretyship. › Article 1 - General Provisions. › Section 8-3-14 - Provisions of Chapter Inure to Benefit of Personal Representatives.
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Section 8-3-14
Provisions of chapter inure to benefit of personal representatives.
All the provisions of this chapter inure to the benefit of the personal representatives of the creditor or surety and in favor of sureties and cosureties against the personal representatives of the principal or of a surety.
(Code 1852, §2649; Code 1867, §3076; Code 1876, §3416; Code 1886, §3155; Code 1896, §3886; Code 1907, §5398; Code 1923, §9557; Code 1940, T. 9, §91.)
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https://law.justia.com/codes/alabama/title-8/chapter-3/article-1/section-8-3-15/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 3 - Suretyship.›Article 1 - General Provisions.›Section 8-3-15 - Court in Which Complaints Filed.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 3 - Suretyship. › Article 1 - General Provisions. › Section 8-3-15 - Court in Which Complaints Filed.
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Section 8-3-15
Court in which complaints filed.
In cases not otherwise provided for in this chapter, complaints must be filed in the circuit court of the county in which the parties, or any of them, against whom the complaint is filed reside or, if they are nonresidents or have no fixed residence in the state, in the circuit court of any county in the state or in a district court where such court has acquired jurisdiction of the original debt.
(Code 1852, §2650; Code 1867, §3077; Code 1876, §3417; Code 1886, §3156; Code 1896, §3887; Code 1907, §5399; Code 1923, §9558; Code 1940, T. 9, §92.)
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https://law.justia.com/codes/alabama/title-8/chapter-3/article-2/section-8-3-30/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 3 - Suretyship.›Article 2 - Replevy Bonds.›Section 8-3-30 - When Surety on Replevy Bond May Demand Collateral Security; Seizure of Property if...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 3 - Suretyship. › Article 2 - Replevy Bonds. › Section 8-3-30 - When Surety on Replevy Bond May Demand Collateral Security; Seizure of Property if Collateral Not Given; Disposition of Seized Perishable Property.
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Section 8-3-30
When surety on replevy bond may demand collateral security; seizure of property if collateral not given; disposition of seized perishable property.
(a) When the principal in any replevy bond is wasting the replevied property or is removing or is about to remove himself or property out of the state, the surety or sureties on the replevy bond may demand of the principal adequate indemnity against loss by collateral security.
(b) If such security is not given within five days after demand made, the surety may make affidavit thereof before the clerk of the court in which such bond is filed, setting forth the demand of the principal for collateral security, for some one or more of the causes mentioned in subsection (a) of this section, and that the principal has failed to give security.
Thereupon, the clerk must issue a writ directed to the sheriff commanding him to seize the replevied property and hold the same until the decision of the civil action in which it was replevied or until the principal executes bond with sufficient surety in the same penalty as the replevy bond, payable to the surety, with condition to have the property forthcoming to abide the decision in the principal civil action, or to pay and satisfy the judgment entered therein.
(c) If the bond is not given and the property seized is of a wasting or perishable nature or the expense of keeping it would materially affect its value, it must be sold by the sheriff in the same manner as property levied on under execution and return thereof made as upon a writ of execution.
(d) If the bond is given, it must be filed with the original replevy bond, and execution may issue thereon upon a breach of the original replevy bond in favor either of the plaintiff or of the surety.
(Code 1852, §§2638-2642; Code 1867, §§3065-3069; Code 1876, §§3405-3409; Code 1886, §§3144-3148; Code 1896, §§3875-3879; Code 1907, §§5400-5404; Code 1923, §§9559-9563; Code 1940, T. 9, §§93-97.)
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https://law.justia.com/codes/alabama/title-8/chapter-3/article-3/section-8-3-40/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 3 - Suretyship.›Article 3 - Judgments.›Section 8-3-40 - Transfer of Judgment to Surety Upon Payment of Same by Surety.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 3 - Suretyship. › Article 3 - Judgments. › Section 8-3-40 - Transfer of Judgment to Surety Upon Payment of Same by Surety.
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Section 8-3-40
Transfer of judgment to surety upon payment of same by surety.
(a) Whenever a judgment is obtained by a creditor on a demand to which there are one or more sureties, the sureties may pay such demand, and the same shall be transferred by operation of law to the surety or sureties paying or satisfying such demand, who shall have all the liens or equities of such judgment and of the debt or claim on which the same is founded.
(b) The plaintiff in the judgment, his agent or attorney of record, when the payment is made, must assign such judgment to the surety or sureties paying the money, who may collect the same, with interest and costs, in the name of the plaintiff for their use, and may assert any lien or right against the principal debtor which the plaintiff could have asserted if the debt had not been paid.
(Code 1852, §2651; Code 1867, §3078; Code 1876, §3418; Code 1886, §3157; Code 1896, §3888; Code 1907, §5408; Code 1923, §9567; Code 1940, T. 9, §101.)
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https://law.justia.com/codes/alabama/title-8/chapter-3/article-3/section-8-3-41/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 3 - Suretyship.›Article 3 - Judgments.›Section 8-3-41 - Issuance of Execution on Judgment Paid by Surety; Collection of Money From Principa...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 3 - Suretyship. › Article 3 - Judgments. › Section 8-3-41 - Issuance of Execution on Judgment Paid by Surety; Collection of Money From Principal Debtor or Cosureties.
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Section 8-3-41
Issuance of execution on judgment paid by surety; collection of money from principal debtor or cosureties.
(a) If a judgment is entered by any court against a principal debtor and his surety, or against his sureties, and one or more of his sureties shall pay and satisfy the judgment, the same shall be thereby transferred and assigned by operation of law to the surety or sureties paying and satisfying it, who shall have all the liens and equities of such judgment and of the debt or claim on which the same is founded which the creditor therein had.
(b) The surety, on making affidavit of his suretyship and of his having paid the judgment and filing the affidavit and any evidence of such payment that he may hold with the officer authorized to issue execution on the judgment to whom he may apply for execution, shall be entitled to have execution issued on the judgment in the name of the plaintiff or complainant for his use or in his own name against the other defendants therein, as if the judgment had not been paid and satisfied.
(c) The officer issuing the execution shall endorse thereon that it is issued for the use of the surety who paid the judgment, and the officer serving it shall collect the money for the use of the surety from the principal debtor, if he is a party to the judgment and the money can be made out of him; if not, he shall collect a ratable proportion of the money from each of the cosureties.
(Code 1907, §5409; Code 1923, §9568; Code 1940, T. 9, §102.)
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https://law.justia.com/codes/alabama/title-8/chapter-3/article-3/section-8-3-42/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 3 - Suretyship.›Article 3 - Judgments.›Section 8-3-42 - Sureties Entitled to Summary Judgment Against Principal and Between Each Other.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 3 - Suretyship. › Article 3 - Judgments. › Section 8-3-42 - Sureties Entitled to Summary Judgment Against Principal and Between Each Other.
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Section 8-3-42
Sureties entitled to summary judgment against principal and between each other.
Sureties, whether bound on the contract or instrument with the principal debtor as joint or joint and several obligors or promisors, as accommodation drawers, acceptors, or endorsers of a bill of exchange or in any other manner, are entitled to a summary judgment against their principal and between each other, by motion in the circuit court on three days' notice thereof, in the cases, and in the following manner:
(1) Against the principal debtor:
a. When a judgment has been obtained against the surety which he has satisfied, either wholly or in part, for the amount paid and interest;
b. When a surety or sureties are sued without their principal upon notice given to the principal of the pending action if judgment is obtained against the surety, judgment for the same amount must be entered against the principal in favor of the surety.
(2) Between sureties:
a. A surety who has paid the debt of his principal may recover of each of his cosureties their aliquot proportion of the debt, and, if any of the cosureties are insolvent, the proportion of such insolvent must be excluded from the estimate, and judgment be entered against the remaining solvent sureties for their proportion of the debt as if such insolvent were not a cosurety.
b. When an action is pending against one or more sureties either in connection with or without their principal, then if the principal is insolvent or dead, the surety so sued may recover on notice of the pending action judgment against such of the cosureties as are not sued in that action for their aliquot proportion of the debt, excluding from the estimate the proportion of such of the sureties as are insolvent as if such insolvent had not been a surety.
(Code 1852, §§2643-2645; Code 1867, §§3070-3072; Code 1876, §§3410-3412; Code 1886, §§3149-3151; Code 1896, §§3880-3882; Code 1907, §§5405-5407; Code 1923, §§9564-9566; Code 1940, T. 9, §§98-100.)
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https://law.justia.com/codes/alabama/title-8/chapter-4/section-8-4-1/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 4 - Bills of Exchange.›Section 8-4-1 - Damages on Protested Bills of Exchange.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 4 - Bills of Exchange. › Section 8-4-1 - Damages on Protested Bills of Exchange.
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Section 8-4-1
Damages on protested bills of exchange.
The damages on bills of exchange, inland or foreign, protested for nonacceptance or nonpayment are five percent on the sum drawn for.
(Code 1852, §1537; Code 1867, §1845; Code 1876, §2106; Code 1886, §1771; Code 1896, §885; Code 1907, §5145; Code 1923, §9216; Code 1940, T. 39, §185.)
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https://law.justia.com/codes/alabama/title-8/chapter-4/section-8-4-2/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 4 - Bills of Exchange.›Section 8-4-2 - Damages on Protest for Nonpayment in Place of All Charges Except Costs.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 4 - Bills of Exchange. › Section 8-4-2 - Damages on Protest for Nonpayment in Place of All Charges Except Costs.
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Section 8-4-2
Damages on protest for nonpayment in place of all charges except costs.
Damages on protest for nonpayment of bills of exchange are in the place of all charges except costs of protest incurred previous to and at the time of giving notice of nonpayment, but the holder may recover legal interest upon the aggregate amount of the principal sum specified in such bill and of the damages thereon from the time at which payment of the principal sum has been demanded, and costs of protest.
(Code 1852, §1538; Code 1867, §1846; Code 1876, §2107; Code 1886, §1772; Code 1896, §886; Code 1907, §5146; Code 1923, §9217; Code 1940, T. 39, §186.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 4 - Bills of Exchange.›Section 8-4-3 - Applicability of Rate of Exchange in Determining Amount Due and Damages for Nonpayme...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 4 - Bills of Exchange. › Section 8-4-3 - Applicability of Rate of Exchange in Determining Amount Due and Damages for Nonpayment.
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Section 8-4-3
Applicability of rate of exchange in determining amount due and damages for nonpayment.
(a) If the amount in a bill of exchange specified is expressed in money of the United States, the amount due thereon and the damages allowed for the nonpayment thereof must be ascertained at the time of the demand of payment or notice of nonpayment without reference to the rate of exchange between this state and the place on which such bill was drawn.
(b) If the amount in a bill of exchange specified is expressed in money or currency of any foreign country, then the amount due, exclusive of the damages payable thereon, must be ascertained and determined by the rate of exchange, or the value of such foreign currency at the time of the demand of payment.
(Code 1852, §§1539, 1540; Code 1867, §§1847, 1848; Code 1876, §§2108, 2109; Code 1886, §§1773, 1774; Code 1896, §§887, 888; Code 1907, §§5147, 5148; Code 1923, §§9218, 9219; Code 1940, T. 39, §§187, 188.)
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https://law.justia.com/codes/alabama/title-8/chapter-4/section-8-4-4/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 4 - Bills of Exchange.›Section 8-4-4 - Damages and Charges on Protest for Nonacceptance.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 4 - Bills of Exchange. › Section 8-4-4 - Damages and Charges on Protest for Nonacceptance.
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Section 8-4-4
Damages and charges on protest for nonacceptance.
When a bill of exchange is protested for nonacceptance, the same rate of damages is allowed as in the case of a protest for nonpayment; and such damages are in the place of all charges, except costs of protest, incurred previous to and at the time of giving notice of nonacceptance; but the holder is entitled to recover legal interest, exclusive of the damages, upon the amount of the principal sum from the time when the same would have become payable, if accepted, interest on the damages from the demand of acceptance and the costs of protest.
(Code 1852, §1541; Code 1867, §1849; Code 1876, §2110; Code 1886, §1775; Code 1896, §889; Code 1907, §5149; Code 1923, §9220; Code 1940, T. 39, §189.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 5 - Nonnegotiable Instruments.›Article 1 - General Provisions.›Section 8-5-1 - Action on Instrument Issued to Circulate as Money Without Authority; Interest on Sam...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 5 - Nonnegotiable Instruments. › Article 1 - General Provisions. › Section 8-5-1 - Action on Instrument Issued to Circulate as Money Without Authority; Interest on Same.
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Section 8-5-1
Action on instrument issued to circulate as money without authority; interest on same.
Every bill of exchange, note, bond, or instrument of any description, whatever may be its form or device, issued with the intent to circulate as money without authority of law, is an absolute, unconditional promise of the association or person putting such bill, note, or other instrument in circulation, and may be sued on by the holder thereof without transfer or assignment and without demand, protest, or notice and the amount thereof recovered with interest thereon at the rate of 50 percent per annum from the date thereof or from the time the same was put in circulation.
(Code 1852, §935; Code 1867, §1171; Code 1876, §1424; Code 1886, §1193; Code 1896, §866; Code 1907, §5150; Code 1923, §9223; Code 1940, T. 39, §192.)
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https://law.justia.com/codes/alabama/title-8/chapter-5/article-1/section-8-5-2/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 5 - Nonnegotiable Instruments.›Article 1 - General Provisions.›Section 8-5-2 - Issuance of Change Bills, etc., by Corporations Prohibited.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 5 - Nonnegotiable Instruments. › Article 1 - General Provisions. › Section 8-5-2 - Issuance of Change Bills, etc., by Corporations Prohibited.
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Section 8-5-2
Issuance of change bills, etc., by corporations prohibited.
No corporation doing business in this state shall pay out, by its agents or officers, any change bills, notes, or paper issued without authority of law, the circulation or passing of which is prohibited by the laws of this state; and if such corporation allows the same, it incurs a forfeiture of its charter.
(Code 1852, §936; Code 1867, §1172; Code 1876, §1425; Code 1886, §1194; Code 1896, §867; Code 1907, §5151; Code 1923, §9224; Code 1940, T. 39, §193.)
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https://law.justia.com/codes/alabama/title-8/chapter-5/article-2/section-8-5-20/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 5 - Nonnegotiable Instruments.›Article 2 - Assignments and Endorsements.›Section 8-5-20 - Bonds, Contracts, Writings for Payment of Money, etc., Assignable by Endorsement.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 5 - Nonnegotiable Instruments. › Article 2 - Assignments and Endorsements. › Section 8-5-20 - Bonds, Contracts, Writings for Payment of Money, etc., Assignable by Endorsement.
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Section 8-5-20
Bonds, contracts, writings for payment of money, etc., assignable by endorsement.
All bonds, writings, and contracts for the payment of money, or other thing, or the performance of any act or duty, are assignable by endorsement so as to authorize an action thereon by each successive endorsee.
(Code 1852, §1530; Code 1867, §1838; Code 1876, §2099; Code 1886, §1762; Code 1896, §876; Code 1907, §5158; Code 1923, §9231; Code 1940, T. 39, §200.)
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https://law.justia.com/codes/alabama/title-8/chapter-5/article-2/section-8-5-21/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 5 - Nonnegotiable Instruments.›Article 2 - Assignments and Endorsements.›Section 8-5-21 - Assignment of Future Wages Void.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 5 - Nonnegotiable Instruments. › Article 2 - Assignments and Endorsements. › Section 8-5-21 - Assignment of Future Wages Void.
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Section 8-5-21
Assignment of future wages void.
(a) All assignments made by any person of salaries or wages, to be earned in the future, shall be absolutely void.
(b) The provisions of this section shall also apply to orders given by employees covering the whole or part of future wages.
(Acts 1911, No. 226, p. 370; Code 1923, §9232; Code 1940, T. 39, §201.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 5 - Nonnegotiable Instruments.›Article 2 - Assignments and Endorsements.›Section 8-5-22 - Right to Assign Interest in Crops.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 5 - Nonnegotiable Instruments. › Article 2 - Assignments and Endorsements. › Section 8-5-22 - Right to Assign Interest in Crops.
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Section 8-5-22
Right to assign interest in crops.
Nothing in Section 8-5-21 shall be construed to affect the right of the laborer under Section 35-9-37 to assign his interest in a crop.
(Code 1923, §9234; Acts 1935, No. 159, p. 202; Code 1940, T. 39, §203.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 5 - Nonnegotiable Instruments.›Article 2 - Assignments and Endorsements.›Section 8-5-23 - Property Injury Claims Against Railroads Assignable.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 5 - Nonnegotiable Instruments. › Article 2 - Assignments and Endorsements. › Section 8-5-23 - Property Injury Claims Against Railroads Assignable.
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Section 8-5-23
Property injury claims against railroads assignable.
Claims against railroad companies for injuries to property may be assigned in writing, and each successive assignee thereof may bring an action thereon in his own name.
(Code 1876, §2119; Code 1886, §1763; Code 1896, §877; Code 1907, §5159; Code 1923, §9235; Code 1940, T. 39, §204.)
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https://law.justia.com/codes/alabama/title-8/chapter-5/article-2/section-8-5-24/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 5 - Nonnegotiable Instruments.›Article 2 - Assignments and Endorsements.›Section 8-5-24 - Effect of Transfer of Bill, Note, etc., Given for Purchase Money of Lands.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 5 - Nonnegotiable Instruments. › Article 2 - Assignments and Endorsements. › Section 8-5-24 - Effect of Transfer of Bill, Note, etc., Given for Purchase Money of Lands.
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Section 8-5-24
Effect of transfer of bill, note, etc., given for purchase money of lands.
The transfer of a bond, bill, or note given for the purchase money of lands, whether the transfer be by delivery merely or in writing, expressed to be with or without recourse on the transferor, passes to the transferee the lien of the vendor of the lands.
(Code 1886, §1764; Code 1896, §878; Code 1907, §5160; Code 1923, §9236; Code 1940, T. 39, §205.)
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https://law.justia.com/codes/alabama/title-8/chapter-5/article-2/section-8-5-25/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 5 - Nonnegotiable Instruments.›Article 2 - Assignments and Endorsements.›Section 8-5-25 - Contracts, Writings and Paper Circulated as Money Subject to Payments, Setoffs and...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 5 - Nonnegotiable Instruments. › Article 2 - Assignments and Endorsements. › Section 8-5-25 - Contracts, Writings and Paper Circulated as Money Subject to Payments, Setoffs and Discounts Prior to Notice of Assignment.
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Section 8-5-25
Contracts, writings and paper circulated as money subject to payments, setoffs and discounts prior to notice of assignment.
All contracts and writings, except such as are governed by the Uniform Commercial Code, and paper issued to circulate as money, are subject to all payments, setoffs, and discounts had or possessed against the same previous to notice of an assignment or transfer.
(Code 1852, §1531; Code 1867, §1839; Code 1876, §2100; Code 1886, §1765; Code 1896, §879; Code 1907, §5161; Code 1923, §9237; Code 1940, T. 39, §206; Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-8/chapter-5/article-2/section-8-5-26/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 5 - Nonnegotiable Instruments.›Article 2 - Assignments and Endorsements.›Section 8-5-26 - Action to Charge Endorser or Assignor on Contracts Assigned by Writing and Not Cove...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 5 - Nonnegotiable Instruments. › Article 2 - Assignments and Endorsements. › Section 8-5-26 - Action to Charge Endorser or Assignor on Contracts Assigned by Writing and Not Covered by Uniform Commercial Code - Time for Bringing Action Against Maker; Issuance of Execution When Judgment Obtained; Proof of Inability of Maker to Pay Judgment.
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Section 8-5-26
Action to charge endorser or assignor on contracts assigned by writing and not covered by Uniform Commercial Code - Time for bringing action against maker; issuance of execution when judgment obtained; proof of inability of maker to pay judgment.
(a) On all contracts assigned by writing which are not governed by the Uniform Commercial Code, an action to charge the endorser or assignor must be brought against the maker within 30 days after an action can properly be brought.
(b) If judgment is obtained, execution must be issued as authorized by law, and the inability of the maker to pay such judgment proved by the return of "no property."
(Code 1852, §§1543, 1544; Code 1867, §§1851, 1852; Code 1876, §§2112, 2113; Code 1886, §1778; Code 1896, §892; Code 1907, §5153; Code 1923, §9226; Code 1940, T. 39, §195; Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-8/chapter-5/article-2/section-8-5-27/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 5 - Nonnegotiable Instruments.›Article 2 - Assignments and Endorsements.›Section 8-5-27 - Action to Charge Endorser or Assignor on Contracts Assigned by Writing and Not Cove...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 5 - Nonnegotiable Instruments. › Article 2 - Assignments and Endorsements. › Section 8-5-27 - Action to Charge Endorser or Assignor on Contracts Assigned by Writing and Not Covered by Uniform Commercial Code - Extension or Waiver of Time for Bringing Action by Endorser or Assignor.
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Section 8-5-27
Action to charge endorser or assignor on contracts assigned by writing and not covered by Uniform Commercial Code - Extension or waiver of time for bringing action by endorser or assignor.
The time for bringing the action, as required by Section 8-5-26, may be extended or waived by the consent of the endorser or assignor in writing signed by him.
(Code 1852, §1545; Code 1867, §1853; Code 1876, §2114; Code 1886, §1779; Code 1896, §893; Code 1907, §5154; Code 1923, §9227; Code 1940, T. 39, §196.)
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https://law.justia.com/codes/alabama/title-8/chapter-5/article-2/section-8-5-28/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 5 - Nonnegotiable Instruments.›Article 2 - Assignments and Endorsements.›Section 8-5-28 - Action to Charge Endorser or Assignor on Contracts Assigned by Writing and Not Cove...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 5 - Nonnegotiable Instruments. › Article 2 - Assignments and Endorsements. › Section 8-5-28 - Action to Charge Endorser or Assignor on Contracts Assigned by Writing and Not Covered by Uniform Commercial Code - When Holder of Contract Excused From Bringing Action, Obtaining Judgment, Etc.
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Section 8-5-28
Action to charge endorser or assignor on contracts assigned by writing and not covered by Uniform Commercial Code - When holder of contract excused from bringing action, obtaining judgment, etc.
The holder of an endorsed or assigned contract which is not governed by the Uniform Commercial Code is excused from bringing an action, obtaining the judgment, and issuing the execution thereon when:
(1) The maker has no known place of residence in the state;
(2) By the use of ordinary diligence such residence cannot be ascertained;
(3) The action has been commenced in the county of the residence of the maker and a summons to the first and next succeeding court returned not found by the proper officer;
(4) A judgment against the maker has been defeated, in whole or in part, by a defense to the merits of such contract or writing or a setoff against any other than the endorsee or assignee;
(5) Any defense, except a setoff to the merits of such contract or writing, exists which would prevent a judgment for all or any portion of the sum due or the value of the thing payable by such contract or writing;
(6) The maker dies before the time expires for bringing an action or, if after an action brought, his estate is declared insolvent; or
(7) By any act or promise of the endorser, the plaintiff is induced to delay bringing such an action.
(Code 1852, §1546; Code 1867, §1854; Code 1876, §2115; Code 1886, §1780; Code 1896, §894; Code 1907, §5155; Code 1923, §9228; Code 1940, T. 39, §197.)
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https://law.justia.com/codes/alabama/title-8/chapter-5/article-2/section-8-5-29/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 5 - Nonnegotiable Instruments.›Article 2 - Assignments and Endorsements.›Section 8-5-29 - Action to Charge Endorser or Assignor on Contracts Assigned by Writing and Not Cove...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 5 - Nonnegotiable Instruments. › Article 2 - Assignments and Endorsements. › Section 8-5-29 - Action to Charge Endorser or Assignor on Contracts Assigned by Writing and Not Covered by Uniform Commercial Code - Applicability of Sections 8-5-26 Through 8-5-28.
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Section 8-5-29
Action to charge endorser or assignor on contracts assigned by writing and not covered by Uniform Commercial Code - Applicability of Sections 8-5-26 through 8-5-28.
All assignments or endorsements in writing of contracts which are not governed by the Uniform Commercial Code, whether regular or irregular, must be construed as within the meaning of Sections 8-5-26 through 8-5-28, unless the contrary clearly appears from such assignment or endorsement.
(Code 1852, §1547; Code 1867, §1855; Code 1876, §2116; Code 1886, §1781; Code 1896, §895; Code 1907, §5156; Code 1923, §9229; Code 1940, T. 39, §198; Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-8/chapter-5/article-2/section-8-5-30/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 5 - Nonnegotiable Instruments.›Article 2 - Assignments and Endorsements.›Section 8-5-30 - Action to Charge Endorser or Assignor on Contracts Assigned by Writing and Not Cove...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 5 - Nonnegotiable Instruments. › Article 2 - Assignments and Endorsements. › Section 8-5-30 - Action to Charge Endorser or Assignor on Contracts Assigned by Writing and Not Covered by Uniform Commercial Code - Costs Recoverable Against Assignor or Endorser.
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Section 8-5-30
Action to charge endorser or assignor on contracts assigned by writing and not covered by Uniform Commercial Code - Costs recoverable against assignor or endorser.
The costs in an action against the maker in an assigned or endorsed contract which is not governed by the Uniform Commercial Code are recoverable in the action against the assignor or endorser.
(Code 1852, §1548; Code 1867, §1856; Code 1876, §2117; Code 1886, §1782; Code 1896, §896; Code 1907, §5157; Code 1923, §9230; Code 1940, T. 39, §199.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-1/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-1 - Short Title.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-1 - Short Title.
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Section 8-6-1
Short title.
This article may be cited as the "Alabama Securities Act."
(Acts 1959, No. 542, p. 1318, §22; Acts 1990, No. 90-527, p. 772, §1.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-2 - Definitions.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-2 - Definitions.
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Section 8-6-2
Definitions.
When used in this article, unless the context otherwise requires, the following terms shall have the meanings respectively ascribed to them by this section:
(1) COMMISSION or SECURITIES COMMISSION. The securities commission.
(2) AGENT. Any individual other than a dealer who represents a dealer or issuer in effecting or attempting to effect sales of securities, but such term does not include an individual who represents an issuer in:
a. Effecting a transaction in a security exempted by subdivisions (1), (2), (3), (4), (9) or (10) of Section 8-6-10;
b. Effecting transactions exempted by Section 8-6-11; or
c. Effecting transactions with existing employees, partners, or directors of the issuer if no commission or other remuneration is paid or given directly or indirectly for soliciting any person in this state.
A partner, officer, or director of a dealer or issuer is an agent if he otherwise comes within this definition.
(3) DEALER. Any person engaged in the business of effecting transactions in securities for the account of others or for his own account. Such term does not include:
a. An agent, issuer, bank, savings institution, savings and loan association, credit union, or trust company, or
b. A person who has no place of business in this state if he effects transactions in this state exclusively with or through the issuers of the securities involved in the transactions and other dealers.
(4) GUARANTEED. Guaranteed as to payment of principal, interest, or dividends.
(5) ISSUER. Every person who proposes to issue, has issued, or shall hereafter issue any security. Any person who acts for a compensation or a consideration as a promoter for or on behalf of a corporation, trust, unincorporated association, or partnership of any kind to be formed shall be deemed to be an issuer.
(6) NONISSUER. Not directly or indirectly for the benefit of the issuer.
(7) PERSON. Such term shall include a natural person, a corporation created under the laws of this or any other state, country, sovereignty, or political subdivision thereof, a partnership, an association, a joint-stock company, a trust, and any unincorporated organization. As used herein the term "trust" shall not include a trust created or appointed under or by virtue of a last will and testament, by instrument of declaration or appointment by any person for the benefit of himself, relatives, friends, servants, or employees, by a court or any public charitable trust.
(8) SALE, SELL, OFFER and OFFER TO SELL. "Sale" and "sell" includes every contract of sale of, contract to sell, or disposition of a security or interest in a security for value. "Offer" or "offer to sell" includes every attempt to offer or dispose of, or solicitation of an offer to buy, a security or interest in a security for value. Any security given or delivered with, or as a bonus on account of, any purchase of securities or any other thing is considered to constitute part of the subject of the purchase and to have been offered and sold for value. A purported gift of assessable stock is considered to involve an offer and sale. Every sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer, as well as every sale or offer of a security which gives the holder a present or future right or privilege to convert into another security of the same or another issuer, is considered to include an offer of the other security.
(9) SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934, PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, INVESTMENT COMPANY ACT OF 1940, and INVESTMENT ADVISERS ACT OF 1940. The federal statutes of those names as amended at any time.
(10) SECURITY. Any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, certificate of interest or participation in an oil, gas, or mining title or lease or in payments out of production under such a title or lease, annuity contract unless issued by an insurance company, bankers' shares, trustees' shares, investment participating bonds, investment trust debentures, units, shares, bonds and certificates in, for, respecting, or based upon any form of securities or collateral, subscriptions and contracts covering or pertaining to the sale or purchase on the installment plan of any security as herein defined, or subscription or contracts covering or pertaining to the sale or purchase of beneficial interest in title to property, profits or earnings, or any right to subscribe to any of the foregoing, or any instrument of any kind commonly known as a security.
(11) STATE. Any state, territory, or possession of the United States, as well as the District of Columbia and Puerto Rico.
(12) UNDERWRITER. A person who agrees to take or contracts to dispose of a stipulated amount of securities, or a portion thereof, at a fixed price.
(13) BROKER. A dealer, as hereinabove defined.
(14) SUSPEND. When used in relation to the registration of either a security, a dealer, an investment adviser, an agent, or an investment adviser representative, such term shall mean the temporary cessation or inoperativeness of such registration, whether by reason of operation of law or by reason of an order of the securities commission.
(15) REVOKE. To vacate the registration of either a security, a dealer, an investment adviser, an agent, or an investment adviser representative for cause by order of the securities commission.
(16) CANCEL. To terminate the registration of either a security, a dealer, an investment adviser, an agent, or an investment adviser representative upon application filed therefor as follows:
a. In the case of a security, upon application therefor filed by the issuer thereof or the person who secured the registration of said security;
b. In the case of a dealer, upon the application therefor filed by such dealer;
c. In the case of an investment adviser, upon the application therefor filed by such investment adviser;
d. In the case of an agent, upon the application therefor filed by either the issuer or dealer employing such agent; and
e. In the case of an investment adviser representative, upon application therefor filed by the investment adviser employing such investment adviser representative.
(17) FRAUD, DECEIT and DEFRAUD. These terms are not limited to common-law deceit.
(18) INVESTMENT ADVISER. Any person, who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities. "Investment adviser" also includes financial planners and other persons who, as an integral component of other financially related services, provide the foregoing investment advisory services to others for compensation and as part of a business or who hold themselves out as providing the foregoing investment advisory services to others for compensation. "Investment adviser" does not include:
a. An investment adviser representative;
b. A depository institution, which term includes a person organized, chartered, or holding an authorization certificate under the laws of this state or the United States which authorizes the person to receive deposits including a savings, share, certificate, or deposit account, and which is supervised and examined for the protection of depositors by an official or agency of this state or the United States; and a trust company or other institution authorized by federal or Alabama law to exercise fiduciary powers of the type a national bank is permitted to exercise under the authority of the Comptroller of the Currency and is supervised and examined by an official or agency of this state or the United States; but which does not include an insurance company or other organization primarily engaged in the insurance business, or a Morris Plan bank, industrial loan company, or a similar bank or company unless its deposits are insured by a federal agency;
c. A lawyer, accountant, engineer, or teacher whose performance of investment advisory services is solely incidental to the practice of that person's profession;
d. A broker-dealer or its agent whose performance of investment advisory services is solely incidental to the conduct of its business as a broker-dealer and who receives no special compensation for the investment advisory services;
e. A publisher, employee, or columnist of a newspaper, news magazine, or business or financial publication, or an owner, operator, producer, or employee of a cable, radio or television network, station, or production facility if the financial or business news published or disseminated is made available to the general public and the content does not consist of rendering advice on the basis of the specific investment situation of each client;
f. An insurance company, its employees, or agents who are engaged exclusively in the sale or distribution of life, health, or casualty insurance or insurance related products.
(19) INVESTMENT ADVISER REPRESENTATIVE. Any partner, officer, director of (or a person occupying a similar status or performing similar functions) or other individual employed by or associated with an investment adviser, except clerical or ministerial personnel, who:
a. Makes any recommendation or otherwise renders advice regarding securities,
b. Manages accounts or portfolios of clients,
c. Determines which recommendation or advice regarding securities should be given,
d. Solicits, offers, or negotiates for the sale of or sells investment advisory services, unless the solicitation, offering, or selling activities are solely incidental to his or her profession and such person is a dealer or salesman registered under Section 8-6-3 and the person would not be an investment adviser representative except for the performance of activities described in subdivision (18)d. of this section, or
e. Supervises employees who perform any of the foregoing.
(20) OFFICER. A president, vice-president, treasurer, secretary, comptroller, or any other person performing similar functions with respect to any organization whether incorporated or unincorporated.
(21) APPLICANT. A person, natural or otherwise, executing or submitting an application for registration.
(22) REGISTRANT. An applicant for whom a registration has been declared effective by the commission.
(23) AFFILIATE. A person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, an applicant or registrant.
(24) CONTROLLING PERSON, CONTROL, CONTROLLING, CONTROLLED BY, UNDER COMMON CONTROL WITH. The possession, directly, or indirectly, or the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.
(25) SALESMAN. An agent, as hereinabove defined.
(Acts 1959, No. 542, p. 1318, §9; Acts 1975, No. 1044, p. 2095, §1; Acts 1990, No. 90-527, p. 772, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-3/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-3 - Registration and Bonds of Dealers, Agents, Investment Advisers, Etc.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-3 - Registration and Bonds of Dealers, Agents, Investment Advisers, Etc.
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Section 8-6-3
Registration and bonds of dealers, agents, investment advisers, etc.
(a) It is unlawful for any person to transact business in this state as a dealer or agent for securities unless he or she is registered under this article. It is unlawful for any dealer or issuer to employ an agent unless the agent is registered.
(b) It is unlawful for any person to transact business in this state as an investment adviser or as an investment adviser representative unless:
(1) He or she is so registered under this article;
(2) His or her only clients in this state are investment companies as defined in the Investment Company Act of 1940, other investment advisers, broker-dealers, banks, trust companies, savings and loan associations, insurance companies, employee benefit plans with assets of not less than $1,000,000, and governmental agencies or instrumentalities, whether acting for themselves or as trustees with investment control, or other institutional investors as are designated by rule or order of the commission; or
(3) He or she has no place of business in this state and during any period of 12 consecutive months does not direct business communications in this state in any manner to more than five clients, other than those specified in subdivision (2), whether or not he, she, or any of the persons to whom the communications are directed is then present in this state.
(c) It is unlawful for any investment adviser required to be registered to employ an investment adviser representative unless the investment adviser representative is registered under this article. The registration of an investment adviser representative is not effective during any period when he or she is not employed by an investment adviser registered under this article. When an investment adviser representative begins or terminates employment with an investment adviser, the investment adviser shall promptly notify the commission.
(d) A dealer, agent, investment adviser, or investment adviser representative may apply for registration by filing with the Securities Commission, or its designee, an application, together with a consent to service of process pursuant to Section 8-6-12 and payment of the fee prescribed in subsection (h) of this section. The application shall contain whatever information the commission requires concerning such matters as:
(1) The applicant's form and place of organization;
(2) The applicant's proposed method of doing business;
(3) The qualifications and business history of the applicant and, in the case of a dealer or investment adviser, any partner, officer, or director, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling the dealer or investment adviser;
(4) Any injunction or administrative order or conviction of a misdemeanor involving moral turpitude, a security or any aspect of the securities business, or any conviction of a felony;
(5) The applicant's financial condition and history; and
(6) Any information to be furnished or disseminated to any client or prospective client, if the applicant is an investment adviser.
(e) The commission, by rule or order, shall require all or any class of applicants to post surety bonds, or cash, in an amount not less than $50,000, and shall determine their conditions.
(f) If no order to the contrary is in effect and no proceeding is pending under subsection (j), registration becomes effective at 5:00 p.m. on the sixtieth day after an application is filed. The Securities Commission may specify an earlier effective date, and it may by order defer the effective date until 5:00 p.m. of the sixtieth day after the filing of any amendment. The commission shall require as conditions of registration that:
(1) All or any class of applicants and, in the case of a corporation or partnership, the officers or partners, pass an examination, either written or oral, the form, content, and conduct of which the commission shall prescribe by rule or order.
(2) A dealer shall have and maintain a minimum net capital as the commission shall prescribe by rule or order. The commission may establish by rule minimum financial requirements for investment advisers, which may include different requirements for those investment advisers who maintain custody of clients' funds or securities or who have discretionary authority over the same and those investment advisers who do not.
(3) Every registration expires December 31 unless renewed as provided in this section.
(g) Registration of a dealer, agent, investment adviser, or investment adviser representative may be renewed by filing with the Securities Commission, or its designee, prior to the expiration thereof, a renewal application. The renewal application shall contain such information as the commission may require to indicate any material change in the information contained in the original application or any renewal application for registration filed with the commission, or its designee, by the applicant, payment of the prescribed fee, and a bond as provided in subsection (e), if the financial condition of the registrant requires such bond. In order to continue the effectiveness of registration and to entitle the dealer or adviser to a renewal thereof, such registrant shall file a financial statement prepared in accordance with generally accepted accounting principles and certified by an independent certified public accountant showing the financial condition of such registrant at the close of its fiscal period. This statement shall be filed with the commission, or its designee, within 60 days after the close of the registrant's fiscal period unless an extension of time is granted by the commission. The commission shall accept for filing a financial statement in the form required to be filed with the United States Securities and Exchange Commission from those registrants who are registered therewith.
(h) The fee for initial or renewal registration shall be two hundred fifty dollars ($250) for a dealer, seventy dollars ($70) for an agent, two hundred fifty dollars ($250) for an investment adviser, and seventy dollars ($70) for an investment adviser representative. The fee for initial or renewal registration of an investment adviser or investment adviser representative shall be deposited in the Alabama Securities Commission Fund in the State Treasury to be drawn upon by the commission for its use in administration of this article. When an application is denied or withdrawn, the Securities Commission shall retain the fee.
(i) Every registered dealer and investment adviser shall make and keep such accounts and other records as the Securities Commission by rule prescribes. All records so required shall be preserved for five years unless the commission prescribes otherwise for particular types of records. The commission may require that certain information be furnished or disseminated by a registrant as necessary or appropriate in the public interest or for the protection of investors and advisory clients. To the extent determined by the commission in its discretion, information furnished to clients or prospective clients of an investment adviser pursuant to the Investment Advisers Act of 1940 and the rules thereunder may be used in whole or partial satisfaction of this requirement. All the records of any registrant are subject at any time or from time to time to such reasonable periodic, special, or other examinations by representatives of the commission, within or without this state, as the commission deems necessary or appropriate in the public interest or for the protection of investors.
(j) The Securities Commission may by order deny, suspend, or revoke any registration, or censor or bar any applicant or registrant or any officer, director, partner, or person occupying a similar status or performing similar functions for a registrant, from employment with a dealer or investment adviser, or restrict or limit a registrant as to any function or activity of the business for which registration is required in this state if the commission finds that the order is in the public interest and that the applicant or registrant or, in the case of a dealer or investment adviser, any partner, officer, or director, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling the dealer or investment adviser:
(1) Has filed an application for registration under this section which, as of its effective date or as of any date after filing in the case of an order denying effectiveness, was incomplete in any material respect or contained any statement which was, in the light of the circumstance under which it was made, false or misleading with respect to any material fact;
(2) Has willfully violated or willfully failed to comply with any provisions of this article, or a predecessor act, or any rule or order under this article, or a predecessor act;
(3) Has been convicted of any misdemeanor involving moral turpitude, a security, or any aspect of the securities business or any felony;
(4) Is permanently or temporarily enjoined by any court of competent jurisdiction from engaging in or continuing any conduct or practice involving any aspect of the securities business;
(5) Is the subject of an order of the commission denying, suspending, or revoking registration as a dealer, agent, investment adviser, or investment adviser representative;
(6) Is the subject of an order, adjudication, or determination entered within the past 10 years by a securities or commodities agency or a national securities exchange or association registered under the Securities Exchange Act of 1934, or an administrator of another state, or a court of competent jurisdiction that the person has violated the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Commodity Exchange Act, or the federal mail and wire fraud statutes, or the securities, investment adviser, or commodities law of any other state; but the commission may not enter any order under this subsection on the basis of an order unless that order was based on facts which would currently constitute a ground for an order under this section;
(7) Has engaged in dishonest or unethical practices in the securities business;
(8) Is insolvent, either in the sense that his or her liabilities exceed his or her assets or in the sense that he or she cannot meet his or her obligations as they mature, but the commission may not enter an order against a dealer or investment adviser under this subsection without a finding of insolvency as to the dealer or investment adviser;
(9) Has not complied with a condition imposed by the commission under subsection (f), or is not qualified on the basis of such factors as training, experience, or knowledge of the securities business;
(10) Has failed reasonably to supervise his or her agents or employees if he or she is a dealer, or his or her investment adviser representatives or employees if he or she is an investment adviser to assure their compliance with this article; or
(11) Has failed to pay the proper filing fee, but the commission may enter only a denial order under this subsection, and it shall vacate any such order when the deficiency has been corrected.
The commission may by order summarily postpone or suspend registration pending final determination of any proceeding under this subsection.
(k) If the Securities Commission finds that any registrant or applicant for registration is no longer in existence, has ceased to do business as a dealer, agent, investment adviser, or investment adviser representative, is subject to an adjudication of mental incompetence or to the control of a committee, conservator, or guardian, or cannot be located after reasonable search, the commission may by order cancel the registration or application.
(Acts 1959, No. 542, p. 1318, §2; Acts 1969, No. 605, p. 1093, §1; Acts 1971, No. 2243, p. 3598, §§1, 2; Acts 1979, No. 79-462, p. 827, §1; Acts 1988, 1st Ex. Sess., No. 88-722, p. 112; Acts 1990, No. 90-527, p. 772, §1; Act 2009-774, p. 2401, §1; Act 2018-275, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-4/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-4 - Registration of Securities - Required; Exceptions.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-4 - Registration of Securities - Required; Exceptions.
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Section 8-6-4
Registration of securities - Required; exceptions.
It is unlawful for any person to offer or sell any security in this state unless:
(1) It is registered under this article;
(2) The security is exempt from registration under Section 8-6-10; or
(3) The transaction is exempt under Section 8-6-11.
(Acts 1959, No. 542, p. 1318, §3; Acts 1990, No. 90-527, p. 772, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-5/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-5 - Registration of Securities - Registration by Notification.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-5 - Registration of Securities - Registration by Notification.
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Section 8-6-5
Registration of securities - Registration by notification.
(a) The following securities may be registered by notification, whether or not they are also eligible for registration by coordination under Section 8-6-6:
(1) Any security whose issuer and any predecessors have been in continuous operation for at least five years if:
a. There has been no default during the current fiscal year or within the three preceding fiscal years in the payment of principal, interest, or dividends on any security of the issuer, or any predecessor, with a fixed maturity or a fixed interest or dividend provision; and
b. The issuer and any predecessors during the past three fiscal years have had average net earnings determined in accordance with generally accepted accounting practices which are applicable to all securities without a fixed maturity or a fixed interest or dividend provision and which:
1. Equal at least five percent of the amount of securities without a fixed maturity or a fixed interest or dividend provision outstanding at the date the registration statement is filed, (as measured by the maximum offering price or the market price on a day selected by the registrant within 30 days before the date of filing the registration statement, whichever is higher, or, if there is neither a readily determinable market price nor an offering price, book value on a day selected by the registrant within 90 days of the date of filing the registration statement); or
2. If the issuer and any predecessors have not had any securities without a fixed maturity or a fixed interest or dividend provision outstanding for three full fiscal years, equal at least five percent of the amount (as measured by the maximum public offering price) of such securities which will be outstanding if all the securities being offered or proposed to be offered, whether or not they are proposed to be registered or offered in this state, are issued.
(2) Any security, other than a certificate of interest or participation in an oil, gas, or mining title or lease or in payments out of production under such a title or lease, registered for nonissuer distribution if any security of the same class has ever been registered under this article, or a predecessor act, or the security being registered was originally issued pursuant to an exemption under this article, or a predecessor act.
(3) Any national market system security under Section 11A of the Securities Exchange Act of 1934, including any other security of the same issuer which is of senior or substantially equal rank, any security called for by subscription rights or warrants so designated or approved, and any warrant or right to purchase or subscribe to any of the foregoing; provided, however, that the Securities Commission may by rule limit the application of this subdivision (3) if it finds such action to be in the public interest.
(b) A registration statement under this section shall contain the following information and be accompanied by the following documents, in addition to payment of the registration fee prescribed in Section 8-6-8 and, if required under Section 8-6-12, a consent to service of process meeting the requirements of that section:
(1) A statement demonstrating eligibility for registration by notification;
(2) With respect to the issuer, its name, address, and form of organization, the state or foreign jurisdiction and the date of its organization, and the general character and location of its business;
(3) A description of the securities being registered;
(4) Total amount of securities to be offered and amount of securities to be offered in this state;
(5) The price at which the securities are to be offered for sale to the public, any variation therefrom at which any portion of the offering is to be made to any person other than an underwriting and selling discounts or commissions, and the estimated maximum aggregate underwriting and selling discounts or commissions and finders' fees, including cash, securities, or anything else of value;
(6) Names and addresses of the managing underwriters and a description of the plan of distribution of any securities which are to be offered otherwise than through an underwriter;
(7) Description of any options outstanding or to be created in connection with the securities being offered;
(8) Any adverse order or judgment previously entered in connection with the offering by any court or the Securities and Exchange Commission;
(9) A copy of an offering circular or prospectus to be used in connection with the offering;
(10) In the case of any registration under subdivision (a) (2) of this section which does not also satisfy the conditions of subdivision (a) (1) of this section, a balance sheet of the issuer as of a date within four months prior to the filing of the registration statement and a summary of earnings for each of the two fiscal years preceding the date of the balance sheet and for any period between the close of the last fiscal year and the date of the balance sheet or for the period of the issuer's and any predecessor's existence if less than two years.
(c) If no order to the contrary is in effect and no proceeding is pending under Section 8-6-9, a registration statement under this section automatically becomes effective at 3:00 P.M. central standard time on the fifth full business day after the filing of the registration statement or the last amendment, or at such earlier time as the Securities Commission determines.
(Acts 1959, No. 542, p. 1318, §4; Acts 1990, No. 90-527, p. 772, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-6/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-6 - Registration of Securities - Registration of Certain Securities by Coordination.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-6 - Registration of Securities - Registration of Certain Securities by Coordination.
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Section 8-6-6
Registration of securities - Registration of certain securities by coordination.
(a) Any security for which a registration statement has been filed under the Securities Act of 1933 in connection with the same offering may be registered by coordination.
(b) A registration statement under this section shall contain the following information and be accompanied by the following documents, in addition to payment of the registration fee prescribed in Section 8-6-8:
(1) Two copies of the prospectus filed under the Securities Act of 1933, together with all amendments thereto;
(2) If the Securities Commission requests, any other information or copies of any other documents filed under the Securities Act of 1933;
(3) The amount of securities to be offered in this state;
(4) The states in which a registration statement or similar document in connection with the offering has been or is expected to be filed;
(5) Any adverse order or judgment previously entered in connection with the offering by any court or the Securities and Exchange Commission;
(6) An undertaking to forward promptly all amendments to the federal registration statement, other than an amendment which merely delays the effective date.
(c) A registration statement under this section automatically becomes effective at the moment the federal registration statement becomes effective if all the following conditions are satisfied:
(1) No order to the contrary is in effect;
(2) The registration statement has been on file with the Securities Commission for at least five full business days; and
(3) A statement; of the maximum and minimum proposed offering prices and the maximum underwriting discounts and commissions has been on file for one full business day, or such shorter period as the commission permits by rule or otherwise, and the offering is made within those limitations. The registrant shall promptly notify the commission by telephone or telegram of the date and time when the federal registration statement became effective and the content of the price amendment, if any, and shall promptly file a posteffective amendment containing the information and documents in the price amendment. "Price amendment" means the final federal amendment which includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent upon the offering price.
(d) Upon failure to receive the required notification and posteffective amendment with respect to the price amendment, the commission may enter an order denying effectiveness to the registration statement or suspending its effectiveness until compliance with subsection (c) of this section, if the commission promptly notifies the registrant by telephone or telegram, and promptly confirms by letter or telegram when it notifies by telephone, of the issuance of the order. If the registrant proves compliance with the requirements of subsection (c) of this section as to notice and posteffective amendment, the order is void as of the time of its entry. The commission may by rule or otherwise waive either or both of the conditions specified in subdivisions (c) (2) and (c) (3) of this section. If the federal registration statement becomes effective before all these conditions are satisfied and they are not waived, the registration statement automatically becomes effective as soon as all the conditions are satisfied. If the registrant advises the commission of the date when the federal registration statement is expected to become effective, the commission shall promptly advise the registrant by telephone or telegram at the registrant's expense whether all the conditions are satisfied and whether it then contemplates the institution of a proceeding under Section 8-6-9, but this advice by the commission does not preclude the institution of such a proceeding at any time.
(Acts 1959, No. 542, p. 1318, §5; Acts 1990, No. 90-527, p. 772, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-7/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-7 - Registration of Securities - Registration by Qualification.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-7 - Registration of Securities - Registration by Qualification.
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Section 8-6-7
Registration of securities - Registration by qualification.
(a) Any security may be registered by qualification.
(b) A registration statement under this section shall contain the following information and be accompanied by the following documents in addition to payment of the registration fee prescribed in Section 8-6-8 and, if required under Section 8-6-12, a consent to service of process meeting the requirements of that section:
(1) With respect to the issuer and any significant subsidiary, its name, address and form of organizations, the state or foreign jurisdiction and date of its organization, the general character and location of its business and a description of its physical properties and equipment;
(2) With respect to every director and officer of the issuer or person occupying a similar status or performing similar functions, his name, address, and principal occupation for the past five years, the amount of securities of the issuer held by him as of the date of the offering and a record of any securities of the issuer held by him previous to the filing of the application and the offering date and the remuneration paid to all such persons in the aggregate during the past 12 months and estimated to be paid during the next 12 months, directly or indirectly, by the issuer and its predecessors, parents, and subsidiaries;
(3) With respect to any person not named in subdivision (b) (2), owning of record, or beneficially if known, 10 percent or more of the outstanding shares of any class of equity security of the issuer, the information specified in subdivision (b) (2) of this section other than his occupation;
(4) With respect to every promoter not named in subdivision (b) (2) of this section, if the issuer was organized within the past three years, the information specified in subdivision (b) (2), any amount paid to him and the consideration for any such payment;
(5) The capitalization and long-term debt, on both a current and a pro forma basis, of the issuer and any significant subsidiary, including a description of each security outstanding or being registered or otherwise offered, and a statement of the amount and kind of consideration, whether in the form of cash, physical assets, services, patents, goodwill, or anything else, for which the issuer or any subsidiary has issued any of its securities within the past two years or is obligated to issue any of its securities;
(6) The kind and amount of securities to be offered, the amount to be offered in this state, the proposed offering price and any variation therefrom at which any portion of the offering is to be made to any persons except as underwriting and selling discounts and commissions, the estimated aggregate underwriting and selling discounts or commissions and finders' fees, including separately cash, securities, or anything else of value to accrue to the underwriters in connection with the offering, the estimated amounts of other selling expenses and legal, engineering and accounting expenses to be incurred by the issuer in connection with the offering, the name and address of every underwriter and every recipient of a finder's fee, a copy of any underwriting or selling group agreement pursuant to which the distribution is to be made or the proposed form of any such agreement whose terms have not yet been determined, and a description of the plan of distribution of any securities which are to be offered otherwise than through an underwriter;
(7) The estimated cash proceeds to be received by the issuer from the offering, the purposes for which the proceeds are to be used by the issuer, the amount to be used for each purpose, the order or priority in which the proceeds will be used for the purpose stated, the amounts of any funds to be raised from other sources to achieve the purposes stated and the sources of any such funds and, if any part of the proceeds is to be used to acquire any property, including goodwill, otherwise than in the ordinary course of business, the names and addresses of the vendors and the purchase price;
(8) A description of any stock options or other security options outstanding or to be created in connection with the offering, together with the amount of any such options held or to be held by every person required to be named in subdivisions (b) (2), (b) (3), (b) (4), (b) (5) or (b) (7) of this section and by any persons who hold or will hold 10 percent or more in the aggregate of any such options;
(9) The states in which a registration statement or similar document in connection with the offering has been or is expected to be filed;
(10) Any adverse order or judgment previously entered in connection with the offering by any court or the securities and exchange commission and a description of any pending litigation or proceeding to which the issuer is a party and which materially affects its business or assets, including any such litigation or proceeding known to be contemplated;
(11) Six copies of any prospectus or circular intended as of the effective date to be used in connection with the offering;
(12) A specimen or copy of the security being registered, a copy of the issuer's articles of incorporation and bylaws as currently in effect, and a copy of any indenture or other instrument covering the security to be registered;
(13) A signed or conformed copy of an opinion of counsel as to the legality of the security being registered, which shall state whether the security when sold will be legally issued, fully paid and nonassessable, and, if a debt security, a binding obligation of the issuer;
(14) A balance sheet of the issuer as of a date within four months prior to the filing of the registration statement, a profit and loss statement and analysis of surplus for each of the three fiscal years preceding the date of the balance sheet and for any period between the close of the last fiscal year and the date of the balance sheet or for the period of the issuer's and any predecessor's existence if less than three years, and, if any part of the proceeds of the offering is to be applied to the purchase of any business, the same financial statements which would be required if that business were the registrant.
(c) A registration statement under this section becomes effective when the Securities Commission so orders. The commission may require as a condition of registration under this section that a prospectus containing any designated part of the information specified in subsection (b) of this section to be sent or given to each person to whom an offer is made before or concurrently with:
(1) The first written offer made to him, otherwise than by means of a public advertisement, by or for the account of the issuer or any other person on whose behalf the offering is being made, or by any underwriter or dealer who is offering part of an unsold allotment or subscription taken by him as a participant in the distribution,
(2) The confirmation of any sale made by or for the account of any such person,
(3) Payment pursuant to any such sale, or
(4) Delivery of the security pursuant to any such sale, whichever first occurs; but the commission shall accept for use under any such requirement a current prospectus or offering circular regarding the same securities filed under the Securities Act of 1933 or regulations thereunder.
(Acts 1959, No. 542, p. 1318, §6; Acts 1979, No. 79-462, p. 827, §2; Acts 1990, No. 90-527, p. 772, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-8/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-8 - Registration of Securities - Registration Statement; Conditions Precedent; Bond; Not...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-8 - Registration of Securities - Registration Statement; Conditions Precedent; Bond; Notice of Action; Fees; Quarterly Reports and Financial Statements; Discharge From Supervision.
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Section 8-6-8
Registration of securities - Registration statement; conditions precedent; bond; notice of action; fees; quarterly reports and financial statements; discharge from supervision.
(a) A registration statement on securities may be filed by the issuer, any other person on whose behalf the offering is to be made, or a registered dealer. Any document filed under this article within five years preceding the filing of a registration statement may be incorporated by reference in the registration statement to the extent that the document is currently accurate. The commission may permit, by rule or otherwise, the omission of any item of information or document from any registration statement.
(b) The Securities Commission may require as a condition of registration by qualification or coordination that: (1) proceeds from the sale of the registered security be impounded until the issuer receives a specified amount, or (2) any security issued within the past three years, or to be issued, to a promoter for a consideration substantially different from the public offering price or to any person for a consideration other than cash be delivered in escrow to him or her or to some other depository satisfactory to him or her under an escrow agreement that the owners of such securities shall not be entitled to sell or transfer such securities or to withdraw such securities from escrow until all other stockholders who have paid for their stock in cash shall have been paid a dividend or dividends aggregating not less than six percent of the initial offering price shown to the satisfaction of the commission to have been actually earned on the investment in any common stock so held. The commission shall not reject a depository solely because of location in another state. In case of dissolution or insolvency during the time such securities are held in escrow, the owner of such securities shall not participate in the assets until after the owners of all other securities shall have been paid in full.
(c) The Securities Commission shall take official action on the application for registration by qualification within 60 days after the application has been filed and give written notice thereof, to the applicant or applicants. If the application is denied, the notice shall state the grounds for denial or, if action is delayed, the notice shall state the reasons for the delay.
(d) For the registration of securities there shall be paid to the Securities Commission a filing fee of $40, plus a registration fee of one tenth of one percent of the aggregate offering price of the securities which are to be offered in this state, but the registration fee shall in no case be more than one thousand five hundred dollars ($1,500) nor less than one hundred dollars ($100). When a registration statement is withdrawn before the effective date or a pre-effective order is entered under Section 8-6-9, the commission shall retain the filing and registration fees. An open-end management company, a face amount certificate company, or a unit investment trust, as defined in the Investment Company Act of 1940, may register an indefinite amount of securities under a registration statement. Such registrant, at the time of filing, shall pay the filing fee of one hundred dollars ($100) and a registration fee of one thousand five hundred dollars ($1,500) and within 60 days after the end of each year during which its registration statement is effective, the registrant shall file a report on a form the commission, by rule, adopts, specifying its sale of securities to persons in this state during such year. Such registrant shall pay the same registration fee each year during which the registration statement remains in effect.
(e) When securities are registered, they may be offered and sold by the issuer, any other person on whose behalf they are registered, or by any registered dealer. Every registration statement is effective for one year from its effective date, or any longer period during which the security is being offered or distributed in a nonexempted transaction by or for the account of the issuer or other person on whose behalf the offering is being made or by any underwriter or dealer who is still offering part of an unsold allotment or subscription taken by him or her as a participant in the distribution, except during the time an order is in effect under Section 8-6-9. All outstanding securities of the same class as a registered security are considered to be registered for the purpose of any nonissuer transaction: (1) so long as the registration statement is effective, and (2) between the thirtieth day after the entry of any order suspending or revoking the effectiveness of the registration statement under Section 8-6-9, if the registration statement did not relate in whole or in part to a nonissuer distribution, and one year from the effective date of the registration statement. A registration statement which has become effective may not be withdrawn for a period of one year from its effective date if any securities of the same class are outstanding. A registration statement may be withdrawn otherwise only in the discretion of the commission.
(f) The Securities Commission may require the person who filed the registration statement to file reports, but not more often than quarterly, to keep reasonably current the information contained in the registration statement and to disclose the progress of the offering with respect to securities registered by coordination and notification; provided, however, that where a registration statement has been filed by a person other than the issuer or an affiliate of the issuer, the commission may require such person to file such reports on an annual basis only.
(g) Every issuer whose securities have been registered by qualification and the registration of whose securities has not been cancelled and who has not been discharged from filing further quarterly reports under the provisions of subsection (i) of this section shall file within 30 days after the close of business on December 31, March 31, June 30, and September 30 of each year and at such other reasonable times as may be required by the Securities Commission, a statement, verified under oath by some person having actual knowledge of the facts therein stated, setting forth, in such form as may be prescribed by the commission, the financial condition, the amount of assets and liabilities of such issuer on the above date and such other information as the commission may require. If any issuer subject to the provisions of this subsection shall willfully fail or refuse to comply with any of the provisions of this subsection and shall continue to so fail or refuse for 30 days after notice or demand, the registration statement of the issuer's securities shall thereupon be revoked, and it shall thereafter be unlawful for any such issuer, his or her agent or agents, any dealer or salesman to sell such securities in this state.
(h) Any issuer, whose securities have been registered by qualification as provided in Section 8-6-7, who has completed the sale of the securities so registered, or who desires to discontinue the sale of said registered securities, and who desires to be discharged from further supervision of the Securities Commission or from further compliance with the Alabama securities law may file with the commission a notice in writing to such effect, and the commission may thereupon enter an order cancelling the registration of such securities; and such issuer shall thereupon be discharged from filing any financial report except as the commission may require up to and including the date of the filing of the notice as hereinabove provided. No such notice may be filed within one year after the effective date of the registration statement if any securities of the same class as those registered are outstanding.
(Acts 1959, No. 542, p. 1318, §7; Acts 1969, No. 605, p. 1093, §2; Acts 1979, No. 79-462, p. 827, §3; Acts 1990, No. 90-527, p. 772, §1; Act 2009-774, p. 2401, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-9/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-9 - Registration of Securities - Denial, Suspension and Revocation of Registration.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-9 - Registration of Securities - Denial, Suspension and Revocation of Registration.
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Section 8-6-9
Registration of securities - Denial, suspension and revocation of registration.
The Securities Commission shall issue an order denying effectiveness to, or suspending or revoking the effectiveness of, any registration statement in the sale of securities if it finds that the order is in the public interest and that:
(1) The registration statement, as of its effective date or as of any earlier date in the case of an order denying effectiveness, is incomplete in any material respect or contains any statement which was, in the light of the circumstances under which it was made, false or misleading with respect to any material fact.
(2) Any provision of this article or any rule, order, or condition lawfully imposed under this article has been willfully violated in connection with the offering by:
a. Any person filing the registration statement;
b. The issuer, any partner, officer, or director of the issuer, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling or controlled by the issuer, but only if the person filing the registration statement is directly or indirectly controlled by or acting for the issuer; or
c. Any underwriter.
(3) The issuer, any partner, officer, or director of the issuer, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling the issuer, or any underwriter has:
a. Willfully violated or willfully failed to comply with any provision of this article or any rule or order under this article, or any predecessor act; or
b. Has been convicted of a felony or any misdemeanor involving moral turpitude, a security, or any aspect of the securities business.
(4) The security registered or sought to be registered is the subject of a permanent injunction or temporary restraining order of any court of competent jurisdiction entered under any other federal or state act applicable to the offering, but:
a. The commission may not institute a proceeding against an effective registration statement under this subdivision more than one year from the date of the injunction relied on; and
b. It may not enter an order under this subdivision on the basis of an injunction entered under any other state act unless that order or injunction was based on facts which would currently constitute a ground for a stop order under this section.
(5) The issuer's enterprise or method of business includes or would include activities which are illegal where performed.
(6) The offering has worked or tended to work a fraud upon purchasers or would so operate.
(7) The offering is being made on terms that are unfair, unjust, or inequitable.
(8) When a security is sought to be registered by notification, it is not eligible for such registration.
(9) When a security is sought to be registered by coordination, there has been a failure to comply with the undertaking required by subdivision (b) (6) of Section 8-6-6.
(10) The offering has been or would be made with unreasonable amounts of underwriters' and sellers' discounts, commissions or other compensation, promoters' profits or participation, or unreasonable amounts or kinds of options.
(11) The applicant or registrant has failed to pay the proper registration fee, but the commission may enter only a denial order under this subdivision, and it shall vacate any such order when the deficiency has been corrected.
(Acts 1959, No. 542, p. 1318, §8; Acts 1969, No. 605, p. 1093, §3; Acts 1990, No. 90-527, p. 772, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-10/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-10 - Registration of Securities - Exempt Securities.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-10 - Registration of Securities - Exempt Securities.
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Section 8-6-10
Registration of securities - Exempt securities.
Sections 8-6-4 through 8-6-9 shall not apply to any of the following securities:
(1) Any security, including a revenue obligation, issued or guaranteed by the United States, any state, any political subdivision of a state, any agency, corporate, or other instrumentality of one or more of the foregoing; or any certificate of deposit for any of the foregoing.
(2) Any security issued or guaranteed by Canada, any Canadian province, any political subdivision of any province, any agency, corporate, or other instrumentality of one or more of the foregoing or any other foreign government with which the United States currently maintains diplomatic relations if the security is recognized as a valid obligation by the issuer or guarantor.
(3) Any security issued by and representing an interest in or a debt of, or guaranteed by, any bank organized under the laws of the United States or any bank, savings institution, or trust company organized and supervised under the laws of this state.
(4) Any security issued by and representing an interest in, a debt of, or guaranteed by any federal savings and loan association or any building and loan or similar association organized under the laws of this state.
(5) Any security issued or guaranteed by any federal credit union or any credit union, industrial loan association, or similar association organized and supervised under the laws of this state.
(6) Any security issued or guaranteed by any railroad, other common carrier, public utility, or holding company which is any of the following:
a. Subject to the jurisdiction of the Interstate Commerce Commission.
b. A registered holding company under the Public Utility Holding Company Act of 1935 or a subsidiary of a company within the meaning of that act.
c. Regulated in respect to its rates and charges by a governmental authority of the United States or any state.
d. Regulated in respect to the issuance or guarantee of the security by a governmental authority of the United States, any state, Canada, or any Canadian province.
(7) Any national market system security under Section 11A of the Securities Exchange Act of 1934 (including any other security of the same issuer which is of senior or substantially equal rank; any security called for by subscription rights or warrants so designated or approved; and any warrant or right to purchase or subscribe to any of the foregoing) which is so designated or approved for designation upon notice of issuance on an interdealer quotation system operated by a national securities association registered under Section 15A of the Securities Exchange Act of 1934, or any security (including any other security of the same issuer which is of senior or substantially equal rank; any security called for by subscription rights or warrants so designated or approved; and any warrant or right to purchase or subscribe to any of the foregoing) which is listed or approved for listing upon notice of issuance on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, if the listing or designation criteria applicable to the issuer of that security provide minimum corporate governance standards substantially equivalent to those applicable to securities on the New York Stock Exchange, the American Stock Exchange, or the National Association of Securities Dealers National Market System as of January 1, 1991. The commission may by order deny, revoke, or suspend the exemption of a specific issue of securities or by rule any category of securities when necessitated by the public interest and for the protection of investors.
(8) Any security issued by any person organized and operated not for private profit but exclusively for religious, educational, benevolent, charitable, fraternal, social, athletic, or reformatory purposes or as a chamber of commerce, trade, or professional association, provided the issuer first files with the commission a written notice specifying the terms of the offer and the commission does not by order disallow the exemption within 15 days thereof.
(9) Any commercial paper which arises out of a current transaction or the proceeds of which have been or are to be used for current transactions and which evidences an obligation to pay cash within nine months of the date of issuance, exclusive of days of grace, or any renewal of the paper which is likewise limited or any guarantee of the paper or of any renewal.
(10) Any investment contract issued in connection with an employee's stock purchase, savings, pension, profit-sharing, or similar benefit plan.
(11) A security issued by an issuer registered as an open-end management investment company or unit investment trust under Section 8 of the Investment Company Act of 1940 if:
a. The Securities Commission has received prior to the offer or sale of the securities:
1. A notice of intention to sell which has been executed by the issuer and which sets forth the name and address of the issuer and the description of the securities to be offered in this state; and
2. A nonrefundable filing fee of three hundred fifty dollars ($350) for an open-end management investment company with total net assets of $25,000,000 or less; a nonrefundable filing fee of seven hundred dollars ($700) for an open-end management investment company with total net assets of more than $25,000,000 but less than $100,000,000; a nonrefundable filing fee of one thousand two hundred dollars ($1,200) for an open-end management investment company with total net assets equal to or greater than $100,000,000 but less than $250,000,000; a nonrefundable filing fee of two thousand dollars ($2,000) for an open-end management investment company with total net assets equal to or greater than $250,000,000; or a nonrefundable filing fee of $200 for a unit investment trust. Fees collected under this section shall be deposited in the Alabama Securities Commission Fund in the State Treasury for the use of the Alabama Securities Commission in the administration of this article.
b. In the event any offer or sale of a security of an open-end management investment company is to be made more than 12 months after the date notice under paragraph a. is received by the director, another notice and payment of the applicable fee shall be required.
c. For the purpose of this subdivision an investment adviser is affiliated with another investment adviser if it controls, is controlled by, or is under common control with the other investment adviser.
(Acts 1959, No. 542, p. 1318, §10; Acts 1969, No. 605, p. 1093, §5; Acts 1990, No. 90-527, p. 772, §1; Acts 1991, No. 91-320, p. 584, §1; Acts 1992, No. 92-524, p. 1059, §1; Act 2009-774, p. 2401, §1; Act 2018-275, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-11/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-11 - Registration of Securities - Exempt Transactions.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-11 - Registration of Securities - Exempt Transactions.
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Section 8-6-11
Registration of securities - Exempt transactions.
(a) Except as hereinafter in this section expressly provided, Sections 8-6-3 through 8-6-9 shall not apply to any of the following transactions:
(1) Any isolated nonissuer transaction, whether effected through a dealer or not;
(2) Any nonissuer transaction in an outstanding security by a registered dealer if:
a. The issuer has a class of securities subject to registration under Section 12 of the Securities Exchange Act of 1934 and has been subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934 for not less than 180 days before the transaction; or has filed and maintained with the commission for not less than 180 days before the transaction information, in such form as the commission, by rule, specifies, substantially comparable to the information which the issuer would be required to file under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, or the securities have been the subject of an effective registration statement within 180 days before the transaction, or the issuer is required to file and has filed all reports under Section 13 of the Securities Exchange Act of 1934, or the issuer is exempted from registration by Section 12(g)(3) of the Securities Exchange Act of 1934, it or its predecessor in interest has been in existence for at least five years, the security is listed for trading on a foreign securities exchange and has been trading for at least six months and continues to trade on such exchange, and the aggregate market value of shares, the ownership of which is unrestricted, is not less than $500,000,000; or
b. The issuer is an investment company registered under the Investment Company Act of 1940 and has been subject to the reporting requirements of Section 30 of that act for not less than 180 days before the transaction; or
c. The security has a fixed maturity or a fixed interest or dividend provision and there has been no default during the current fiscal year, within the three preceding fiscal years, or during the existence of the issuer and any predecessors if less than three years in the payment of principal, interest, or dividends on the security;
(3) Any nonissuer transaction effected by or through a registered dealer pursuant to an unsolicited order or offer to buy;
(4) Any transaction between the issuer or other person on whose behalf the offering is made and an underwriter or among underwriters;
(5) Any transaction in a bond or other evidence of indebtedness secured by a real or chattel mortgage or deed of trust or by an agreement for the sale of real estate or chattels if the entire mortgage, deed of trust, or agreement, together with all the bonds or other evidences of indebtedness secured thereby, is offered and sold as a unit;
(6) Any sale or the offering for sale of any security at any judicial, executor's, administrator's, guardian, or conservator's sale, or at any sale by a receiver or trustee in insolvency or bankruptcy;
(7) Any transaction executed by a bona fide pledge without any purpose of evading this article;
(8) Any offer or sale to a bank, savings institution, credit union, trust company, insurance company or investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to a dealer, whether the purchaser is acting for itself or in some fiduciary capacity;
(9) Any transaction which is part of an issue of which there are no more than 10 purchasers [other than those designated in subdivision (a)(8) of this section] wherever located, of securities from the issuer during any period of 12 consecutive months if:
a. The issuer reasonably believes that all the buyers are purchasing for investment and not with a view to distribution, and such issuer exercises reasonable care to assure this investment intent, which reasonable care shall be presumed if the following conditions are satisfied:
1. Reasonable inquiry to determine if the purchaser is acquiring the securities for himself or herself or for other persons;
2. Written disclosure to each purchaser prior to sale that the securities have not been registered under the act and, therefore, cannot be resold unless they are registered under the act or unless an exemption from registration is available;
3. Placement of a legend on the certificate or other document that evidences the securities stating that the securities have not been registered under the act and setting forth or referring to the restrictions on transferability and sale of the securities; and
b. No commission or other remuneration is paid or given directly or indirectly for soliciting any prospective buyer; and
c. No public advertising or general solicitation is used in connection with the issue of which the transaction in reliance on this exemption is a part.
Sections 8-6-3 through 8-6-9 shall not apply to any offer made pursuant to this subdivision (a)(9) in which no sale results.
But the Securities Commission may by rule or order, as to any security or transaction or any type of security or transaction, withdraw or further condition this exemption or decrease or increase the number of purchasers permitted, or waive the conditions in paragraphs a. and b. of this subdivision (9) with or without the substitution of a limitation on remuneration.
(10) Any transaction pursuant to an offer to existing security holders of the issuer, including persons who at the time of the transaction are holders of convertible securities, nontransferable warrants or transferable warrants exercisable within not more than 90 days of their issuance, if:
a. No commission or other remuneration, other than a standby commission, is paid or given directly or indirectly for soliciting any security holder in this state; or
b. The issuer first files a notice specifying the terms of the offer and the Securities Commission does not by order disallow the exemption within the next five full business days;
(11) Any offer, but not a sale, of a security for which registration statements have been filed under both this article and the Securities Act of 1933 if no order of denial, suspension, or revocation is in effect and no public proceeding or examination looking toward such an order is pending under either act;
(12) The issuance of any stock dividend, whether the corporation distributing the dividend is the issuer of the stock or not, if nothing of value is given by stockholders for the distribution other than the surrender of a right to a cash dividend where the stockholder can elect to take a dividend in cash or stock;
(13) Any transaction incident to a right of conversion or a statutory or judicially approved reclassification, recapitalization, reorganization, quasi-reorganization, stock split, reverse stock split, merger, consolidation, or sale of assets; or
(14) An offering of securities conducted solely in this state to residents of this state in which:
a. The issuer of the security shall be a for-profit corporation or other for-profit entity, or business cooperative with its principal place of business in the State of Alabama and registered with the Secretary of State.
b. The transaction shall meet the requirements of the federal exemption for intrastate offerings in section 3(a)(11) of the Securities Act of 1933, 15 U.S.C. § 77c(a)(11), and SEC Rule 147. As such, securities must be offered to and sold only to persons who are residents of the State of Alabama at the time of purchase. Prior to any offer or sale pursuant to this exemption, the seller shall obtain documentary evidence from each prospective purchaser that provides the seller with a reasonable basis to believe that such investor is a resident of the State of Alabama.
c. The sum of all cash and other consideration to be received for all sales of the security in reliance upon this exemption shall not exceed one million dollars ($1,000,000), less the aggregate amount received for all sales of securities by the issuer within the 12 months before the first offer or sale made in reliance upon this exemption.
d. The issuer shall not accept more than five thousand dollars ($5,000) from any single purchaser unless the purchaser is an accredited investor as defined by Rule 501 SEC Regulation D, 17 C.F.R. 230.501.
e. The issuer must reasonably believe that all purchasers of securities are purchasing for investment and not for sale in connection with a distribution of the security.
f. A commission or remuneration shall not be paid or given, directly or indirectly, for any person's participation in the offer or sale of securities for the issuer unless the person is registered as a broker-dealer or agent under the act.
g. All funds received from investors shall be deposited into a bank or depository institution authorized to do business in Alabama, and all the funds shall be used in accordance with representations made to investors.
h. Not less than 10 days prior to the use of any general solicitation or within 15 days after the first sale of the security pursuant to this exemption (provided no general solicitation has been used prior to such sale), whichever occurs first, the issuer shall provide a notice to the commission in writing or electronically on Form CF1. The notice shall specify that the issuer is conducting an offering in reliance upon this exemption and shall contain the names and addresses of the following persons:
1. The issuer;
2. Officers, directors and any control person of the issuer;
3. All persons who will be involved in the offer or sale of securities on behalf of the issuer; and
4. The bank or other depository institution in which investor funds will be deposited.
i. The issuer shall not be, either before or as a result of the offering:
1. An investment company as defined in section 3 of the Investment Company Act of 1940, 15 U.S.C. § 80a-3, or subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. § 78m and 78o(d); or
2. An investment adviser as defined in Section 8-6-2(18) of this code, nor a person who otherwise provides investment advice as a service or for a fee.
j. The issuer shall inform all purchasers that the securities have not been registered under the act and, therefore, cannot be resold unless the securities are registered or qualify for an exemption from registration under Sections 8-6-4 through 8-6-11 of this code. In addition, the issuer shall make the disclosures required by subsection (f) or SEC Rule 147, 17 C.F.R. 230.147(f).
k. This exemption shall not be used in conjunction with any other exemption under the act except the exemption to institutional investors in Section 8-6-11(a)(8) of this code and for offers and sales to controlling persons of the issuer. Sales to controlling persons shall not count toward the limitation in paragraph (14)c.
l. This exemption shall not be available if the issuer, or any its officers, controlling people or promoters is subject to a disqualifier enumerated in Section 8-6-9 of this code.
m. Nothing in this exemption shall be construed to alleviate any person from the anti-fraud provisions in Section 8-6-17 of this code, nor shall such exemption be construed to provide relief from any other provisions of this article other than as expressly stated.
n. Every notice of exemption provided for in paragraph h. above shall be accompanied by a nonrefundable filing fee of $150. Such filing fee shall be deposited in the Alabama Securities Commission Fund in the State Treasury to be drawn upon by the commission for its use in administration of this article.
But the Securities Commission may by rule or order, as to any security or transaction of any type of security or transaction, withdraw, further condition or expand this exemption.
(b) The Securities Commission may by order deny or revoke the exemption specified in this section with respect to a specific security if it finds the sale of such security would work or tend to work a fraud upon the purchasers thereof. No order under this subsection may operate retroactively. No person may be considered to have violated this article by reason of any offer or sale effected after the entry of an order under this subsection if he or she sustains the burden of proof that he or she did not know and in the exercise of reasonable care could not have known of the order. In any proceeding under this article, the burden of proving an exemption from a definition is upon the person claiming it.
(c) Any individual, corporation, partnership, or association who makes application to the Securities Commission for any exemption from full registration under subdivision (a)(9) of this section shall be assessed a filing fee in the amount of three hundred dollars ($300) upon application for such exemption. The fee shall accompany the application and shall not be refunded whether the application is approved or rejected. Fees collected under this subsection shall be deposited in a special account in the State Treasury for the use of the commission in the administration of this article.
(Acts 1959, No. 542, p. 1318, §11; Acts 1971, No. 2244, p. 3600; Acts 1975, No. 1044, p. 2095, §2; Acts 1979, No. 79-462, p. 827, §4; Acts 1990, No. 90-527, p. 772, §1; Acts 1991, No. 91-320, p. 584, §1; Act 2009-774, p. 2401, §1; Act 2014-376, p. 1401, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-12/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-12 - Registration of Securities - Applicability of Provisions of Article; Consent to Ser...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-12 - Registration of Securities - Applicability of Provisions of Article; Consent to Service of Process on Secretary of State.
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Section 8-6-12
Registration of securities - Applicability of provisions of article; consent to service of process on Secretary of State.
(a) The provisions of this article shall apply to persons who sell or offer to sell when
(1) an offer to sell is made in this state, or
(2) an offer to buy is made and accepted in this state.
(b) The provisions of this article shall apply to persons who buy or offer to buy when
(1) an offer to buy is made in this state, or
(2) an offer to sell is made and accepted in this state.
(c) An offer to sell or to buy is made in this state, whether or not either party is then present in this state, when the offer
(1) originates from this state, or
(2) is directed by the offeror to this state and received at the place to which it is directed (or at any post office in this state in the case of a mailed offer).
(d) An offer to buy or to sell is accepted in this state when acceptance
(1) is communicated to the offeror in this state, and
(2) has not previously been communicated to the offeror, orally or in writing, outside this state; and acceptance is communicated to the offeror in this state, whether or not either party is then present in this state, when the offeree directs it to the offeror in this state reasonably believing the offeror to be in this state and it is received at the place to which it is directed (or at any post office in this state in the case of a mailed acceptance).
(e)(1) Every applicant for registration as a dealer or salesman under this article and every issuer which proposes to offer a security in this state through any person acting on an agency basis in the common-law sense shall file with the security commission, in such form as it prescribes, an irrevocable consent appointing the Secretary of State to be his attorney to receive service of any lawful process in any noncriminal action or proceeding against him, or his successor, executor, or administrator, which arises under this article or any rule or order hereunder after the consent has been filed with the same force and validity as if served personally on the person filing the consent.
(2) A person who has filed such a consent in connection with a previous registration need not file another.
(3) Service may be made by leaving a copy of the process in the office of the Secretary of State, but it is not effective unless:
a. The plaintiff, who may be the Securities Commission, in an action or proceeding instituted by it, forthwith sends notice of the service and a copy of the process by registered mail to the defendant or respondent at his last address on file with the commission, and
b. The plaintiff's affidavit of compliance with this clause is filed in the case on or before the return day of the process, if any, or within such further time as the court allows; provided however, that this subsection shall not apply to an issuer whose securities are registered by coordination with the commission.
(Acts 1959, No. 542, p. 1318, §12; Acts 1979, No. 79-462, p. 827, §5; Acts 1990, No. 90-527, p. 772, §1.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-14 - Filing or Registration Not Finding of Truth, Completeness, etc., of Documents; Repr...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-14 - Filing or Registration Not Finding of Truth, Completeness, etc., of Documents; Representations Concerning Effect of Registration or Exemption.
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Section 8-6-14
Filing or registration not finding of truth, completeness, etc., of documents; representations concerning effect of registration or exemption.
(a) Neither the fact that an application for registration under Section 8-6-3 or a registration statement under Sections 8-6-5, 8-6-6 or 8-6-7 has been filed, nor the fact that a person or security is effectively registered constitutes a finding by the Securities Commission that any document filed under this article is true, complete, and not misleading.
(b) Neither any such fact nor the fact that an exemption or exception is available for a security or a transaction means that the Securities Commission has passed in any way upon the merits or qualifications of or recommended or given approval to any person, security, or transaction.
(c) It is unlawful to make, or cause to be made, to any prospective purchaser, customer, or client any representation inconsistent with this section.
(Acts 1959, No. 542, p. 1318, §14; Acts 1990, No. 90-527, p. 772, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-15/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-15 - Investigations and Subpoenas by Commission.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-15 - Investigations and Subpoenas by Commission.
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Section 8-6-15
Investigations and subpoenas by commission.
(a) The Securities Commission, in its discretion, may:
(1) Make such public or private investigations within or outside of this state as he deems necessary to determine whether any registration in the sale of securities should be granted, denied, or revoked, whether any person has violated or is about to violate any provision of this article or any rule or order hereunder, to aid in the enforcement of this article or in the prescribing of rules and forms hereunder;
(2) Require or permit any person to file a statement in writing, under oath, or otherwise as the commission may determine, as to all the facts and circumstances concerning the matter to be investigated; and
(3) Publish information concerning any violation of this article or any rule or order hereunder.
(b) For the purpose of any investigation or proceeding under this article, the Securities Commission or any officer designated by it may administer oaths and affirmations, subpoena witnesses, compel their attendance, take evidence, and require the production of any books, papers, correspondence, memoranda, agreements, or other documents or records which the commission deems relevant or material to the inquiry.
(c) In case of contumacy by or refusal to obey a subpoena issued to any person, any court of competent jurisdiction may issue, upon application by the Securities Commission, to that person an order requiring him to appear before the commission or the officer designated by it, there to produce documentary evidence if so ordered or to give evidence touching the matter under investigation or in question. Any failure to obey the order of the court may be punished by the court as a contempt of court.
(d) No person is excused from attending and testifying or from producing any document or record before the Securities Commission or in obedience to the subpoena of the commission or any officer designated by it, in any proceeding instituted by the commission, on the ground that the testimony or evidence, documentary or otherwise, required of him may tend to incriminate him or subject him to a penalty or forfeiture; but no individual may be prosecuted or subjected to any penalty or forfeiture for, or on account of, any transaction, matter, or thing concerning which he is compelled, after claiming his privilege against self-incrimination, to testify or produce evidence, documentary or otherwise, except that the individual so testifying shall not be exempt from prosecution and punishment for perjury committed in so testifying.
(Acts 1959, No. 542, p. 1318, §15; Acts 1969, No. 605, p. 1093, §6; Acts 1990, No. 90-527, p. 772, §1.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-16 - Administrative Cease and Desist Authority to Commission; Injunctive Relief; Appoint...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-16 - Administrative Cease and Desist Authority to Commission; Injunctive Relief; Appointment of Receivers or Conservators for Defendants or Defendants' Assets; Court Ordered Rescission, Restitution, or Disgorgement for Violations.
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Section 8-6-16
Administrative cease and desist authority to commission; injunctive relief; appointment of receivers or conservators for defendants or defendants' assets; court ordered rescission, restitution, or disgorgement for violations.
Whenever it appears to the Securities Commission that any person has engaged in or is about to engage in any act or practice constituting a violation of any provision of this article or any rule or order hereunder, it may, in its discretion, do either or both of the following:
(a) Issue a cease and desist order, with or without a prior hearing, against the person or persons engaged in the prohibited activities, directing them to cease and desist from engaging in the act or practice.
(b) Bring an action in its discretion in any court of competent jurisdiction to enjoin the act or practice and to enforce compliance with this article or any rule or order issued hereunder.
Upon a proper showing, a permanent injunction, temporary restraining order, or writ of mandamus shall be granted and a receiver or conservator may be appointed for the defendant or the defendant's assets. In addition, upon a proper showing by the commission, the court may enter an order of rescission, restitution, or disgorgement directed at any person who has engaged in an act constituting a violation of this article or any rule or order adopted or issued pursuant to this article. The Securities Commission shall not be required to post a bond.
(Acts 1959, No. 542, p. 1318, §16; Acts 1990, No. 90-527, p. 772, §1; Acts 1992, No. 92-524, p. 1059, §1.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-17 - Prohibited Acts Regarding Offer, Sale, or Purchase of Securities.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-17 - Prohibited Acts Regarding Offer, Sale, or Purchase of Securities.
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Section 8-6-17
Prohibited acts regarding offer, sale, or purchase of securities.
(a) It is unlawful for any person, in connection with the offer, sale, or purchase of any security, directly or indirectly, to:
(1) Employ any device, scheme, or artifice to defraud;
(2) Make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading; or
(3) Engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon any person.
(b) It is unlawful for any person who receives, directly or indirectly, any consideration from another person for advising the other person as to the value of securities or their purchase or sale, whether through the issuance of analyses or reports or otherwise,
(1) to employ any device, scheme, or artifice to defraud the other person,
(2) to engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the other person,
(3) acting as principal for his own account, knowingly to sell any security to or purchase any security from a client, or acting as broker for a person other than such client, knowingly to effect any sale or purchase of any security for the account of such client, without disclosing to such client in writing before the completion of such transaction the capacity in which he is acting and obtaining the consent of the client to such transaction. The prohibitions of this subdivision shall not apply to any transaction with a customer of a dealer if such dealer is not acting as an investment adviser in relation to such transaction; or
(4) to engage in dishonest or unethical practices as the commission may define by rule.
(c) In the solicitation of advisory clients, it is unlawful for any person to make any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading.
(d) Except as may be permitted by rule or order of the commission, it is unlawful for any investment adviser to enter into, extend, or renew any investment advisory contract unless it provides in writing,
(1) that the investment adviser shall not be compensated on the basis of a share of capital gains upon or capital appreciation of the funds or any portion of the funds of the client;
(2) that no assignment of the contract may be made by adviser without the consent of the other party to the contract; and
(3) that the investment adviser, if a partnership, shall notify the other party to the contract of any change in the membership of the partnership within a reasonable time after the change.
(e) Subdivision (d)(1) does not prohibit an investment advisory contract which provides for compensation based upon the total value of a fund averaged over a definite period, or as of definite dates or taken as of a definite date. "Assignment," as used in subdivision (d)(2), includes any direct or indirect transfer or hypothecation of an investment advisory contract by the assignor or of a controlling block of the assignor's outstanding voting securities by a security holder of the assignor; but, if the investment adviser is a partnership, no assignment of an investment advisory contract is considered to result from the death or withdrawal of a minority of the members of the investment adviser having only a minority interest in the business of the investment adviser, or from the admission to the investment adviser of one or more members who, after admission, will be only a minority of the members and will have only a minority interest in the business.
(f) It is unlawful for any investment adviser to take or have custody of any securities or funds of any client if,
(1) the commission by rule prohibits custody; or
(2) in the absence of rule, the investment adviser fails to notify the commission that he has or may have custody.
(g) The commission may by rule or order adopt exemptions from subdivision (b)(3) and subdivisions (d)(1), (d)(2) and (d)(3) where such exemptions are consistent with the public interest and within the purposes fairly intended by the policy and provisions of this act.
(Acts 1959, No. 542, p. 1318, §1; Acts 1990, No. 90-527, p. 772, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-18/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-18 - Criminal Penalties for Violations of Article; Enforcement; Scienter.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-18 - Criminal Penalties for Violations of Article; Enforcement; Scienter.
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Section 8-6-18
Criminal penalties for violations of article; enforcement; scienter.
(a) A person who willfully violates Section 8-6-3 or Section 8-6-4, upon conviction, shall be guilty of a Class C felony. A person that willfully violates subsection (a), (b), or (c) of Section 8-6-17, upon conviction, shall be guilty of a Class B felony. The limitations period for any prosecution under this section does not commence or begin to accrue until the discovery of the facts constituting the deception, after which the prosecution shall be commenced within five years.
(b) A person who willfully violates any provision of this chapter, other than those noted in subsection (a), or a rule adopted or order issued under this chapter, upon conviction, shall be guilty of a Class A misdemeanor.
(c) The enforcement of the provisions of this article shall be vested in the commission. It shall be the duty of the commission to see that its provisions are at all times obeyed and to take such measures and to make such investigations as will prevent or detect the violation of any provision thereof. The commission shall at once lay before the district attorney of the proper county any evidence which shall come to its knowledge of criminality under this article. In the event of the neglect or refusal of the district attorney to institute and prosecute such violation, the commission shall be authorized to proceed therein with all the rights, privileges, and powers conferred by law upon district or court attorneys including the power to appear before grand juries and to interrogate witnesses before such grand juries.
(d) Nothing in this article limits the power of the state to punish any person for any conduct which constitutes a crime by statute or at common law.
(e) In any proceeding under this article, scienter need not be alleged and proved in prosecutions involving the sale of unregistered securities or in the failure to register as a dealer, agent, investment adviser, or investment adviser representative under this article.
(Acts 1959, No. 542, p. 1318, §17; Acts 1969, No. 605, p. 1093, §7; Acts 1971, No. 2243, p. 3598, §3; Acts 1979, No. 79-462, p. 827, §6; Acts 1990, No. 90-527, p. 772, §1; Act 2009-774, p. 2401, §1; Act 2014-348, p. 1293, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-19/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-19 - Civil Liabilities of Sellers, Agents, etc.; Remedies of Purchasers.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-19 - Civil Liabilities of Sellers, Agents, etc.; Remedies of Purchasers.
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Section 8-6-19
Civil liabilities of sellers, agents, etc.; remedies of purchasers.
(a) Any person who:
(1) Sells or offers to sell a security in violation of any provision of this article or of any rule or order imposed under this article or of any condition imposed under this article, or
(2) Sells or offers to sell a security by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, the buyer not knowing of the untruth or omission, and who does not sustain the burden of proof that he did not know and in the exercise of reasonable care could not have known of the untruth or omission,
is liable to the person buying the security from him who may bring an action to recover the consideration paid for the security, together with interest at six percent per year from the date of payment, court costs and reasonable attorneys' fees, less the amount of any income received on the security, upon the tender of the security, or for damages if he no longer owns the security. Damages are the amount that would be recoverable upon a tender less the value of the security when the buyer disposed of it and interest at six percent per year from the date of disposition.
(b)(1) Any person who engages in the business of advising others, for compensation, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and as part of a regular business, issues or promulgates analyses or reports concerning securities in violation of subsection (b), (c), (d), (e), or (f) of Section 8-6-17, subsection (b) or (c) of Section 8-6-3, Section 8-6-14, is liable to that person, who may bring an action to recover the consideration paid for such advice and any loss due to such advice, together with interest at six percent per year from the date of payment of the consideration plus costs and reasonable attorney's fees, less the amount of any income received from such advice.
No person may maintain an action hereunder pursuant to a violation of subsection (c) of Section 8-6-3 based solely on the fact that an investment adviser representative other than the one from whom the person received advice is unregistered.
(2) Any person who receives, directly or indirectly, any consideration from another person for advice as to the value of securities or their purchase or sale, whether through the issuance of analyses, reports, or otherwise and employs any device, scheme, or artifice to defraud such other person or engages in any act, practice, or course of business which operates or would operate as a fraud or deceit on such other person, is liable to that person, who may bring an action to recover the consideration paid for such advice and any loss due to such advice, together with interest at six percent per year from the date of payment of the consideration plus costs and reasonable attorney's fees, less the amount of any income received from such advice.
An action based on a violation of subsection (c) of Section 8-6-17 and this section may not prevail where the person accused of the violation sustains the burden of proof that he did not know, and in the exercise of reasonable care, could not have known of the existence of the facts by reason of which the liability is alleged to exist.
(c) Every person who directly or indirectly controls a person liable under subsections (a) or (b) of this section, including every partner, officer, or director of such a person, every person occupying a similar status or performing similar functions, every employee of such a person who materially aids in the conduct giving rise to the liability, and every dealer or agent who materially aids in such conduct is also liable jointly and severally with and to the same extent as the person liable under subsection (a) or (b), unless he is able to sustain the burden of proof that he did not know, and in exercise of reasonable care could not have known, of the existence of the facts by reason of which the liability is alleged to exist.
(d) Any tender specified in this section may be made at any time before entry of judgment.
(e) Every cause of action under this section survives the death of any person who might have been a plaintiff or defendant.
(f) No person may obtain relief under this section in an action involving the failure to register unless suit is brought within two years from the date of sale. All other actions for relief under this section must be brought within the earlier of two years after discovery of the violation or two years after discovery should have been made by the exercise of reasonable care. No person may bring an action under subsection (a) of this section:
(1) If the buyer received a written offer, before the action and at a time when he owned the security, to refund the consideration paid together with interest at six percent per year from the date of payment, less the amount of any income received on the security, and he failed to accept the offer within 30 days of its receipt, or
(2) If the buyer received such an offer before the action and at a time when he did not own the security, unless he rejected the offer in writing within 30 days of its receipt.
(g) No person who has made or engaged in the performance of any contract in violation of any provision of this article or any rule or order hereunder or who has acquired any purported right under any such contract with knowledge of the facts by reason of which its making or performance was in violation, may base any action on the contract.
(h) Any condition, stipulation, or provision binding any person acquiring any security or receiving any investment advice to waive compliance with any provision of this article or any rule or order hereunder is void.
(i) The rights and remedies provided by this article are in addition to any other rights or remedies that may exist.
(j)(1) The commission may by order, if it finds such order to be in the public interest, impose an administrative assessment upon any person who violates any provision of this article or any rule or order issued under this article.
(2) Any administrative assessment imposed under this section shall not exceed $5,000 for each act or omission that constitutes the basis for an order issued under this section, except that the amount of the administrative assessment may not exceed $50,000 for any person subject to the order.
(3) For the purposes of determining the amount or extent of an administrative assessment, if any, to be imposed under this section, the commission shall consider among other factors, the frequency, persistence, and willfulness of the conduct constituting a violation of any provision of this article or any rule or order issued under this article, and the number of persons adversely affected by the conduct.
(4) The administrative assessment under this section is in addition to any other penalty, remedy, or sanction that may be imposed under this article.
(5) All assessments collected under this subsection (j) of Section 8-6-19 shall be deposited in the general fund of the state.
(k)(1) The commission may charge, in addition to any administrative assessment, fine, penalty, remedy, or sanction imposed under this article, the actual cost of any investigation resulting from any violation of any provision of this article or any violation of any rule or order issued under this article or the actual cost of any examination made by the commission pursuant to this article, to the party or parties subject to such investigation or examination. Such charge may include, but is not limited to, a per diem prorated upon the salary cost of any employee of the commission together with actual travel, housing and any and all other reasonable expenses incurred as a result of such investigation or examination.
(2) All charges assessed for costs involved pursuant to subdivision (1) of subsection (k) of Section 8-6-19 shall be deposited in the Alabama Securities Commission Fund in the State Treasury to be drawn upon by the commission for its use in the administration of this article.
(Acts 1959, No. 542, p. 1318, §18; Acts 1990, No. 90-527, p. 772, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-21/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-21 - Commission Authorized to Swear Out Warrants of Arrest; Liability of Commission for...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-21 - Commission Authorized to Swear Out Warrants of Arrest; Liability of Commission for Warrant.
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Section 8-6-21
Commission authorized to swear out warrants of arrest; liability of commission for warrant.
The Securities Commission is authorized and empowered to swear out warrants of arrest against any person violating the criminal provisions of this article, and it shall not be liable in damages or to an action for damages by reason of swearing out warrants or for causing the arrest and detention or imprisonment of any person or persons under such warrant or warrants.
(Acts 1959, No. 542, p. 1318, §20; Acts 1990, No. 90-527, p. 772, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-22/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-22 - Duties of Director; Director Empowered to Swear Out Warrants of Arrest; Liability o...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-22 - Duties of Director; Director Empowered to Swear Out Warrants of Arrest; Liability of Director for Warrant.
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Section 8-6-22
Duties of director; director empowered to swear out warrants of arrest; liability of director for warrant.
The Director of the Securities Commission shall keep the records of the commission and generally perform such duties as the commission may direct. When ordered by the commission, he shall be authorized and empowered to swear out warrants of arrest against any person violating the criminal provisions of this article. He shall not be liable in damages or to an action for damages by reason of swearing out such warrant or warrants or for causing the arrest, detention, or imprisonment of any person or persons under such warrant or warrants.
(Acts 1959, No. 542, p. 1318, §20; Acts 1990, No. 90-527, p. 772, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-23/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-23 - Making, Amending, and Rescinding Rules and Prescribing Forms by Commission.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-23 - Making, Amending, and Rescinding Rules and Prescribing Forms by Commission.
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Section 8-6-23
Making, amending, and rescinding rules and prescribing forms by commission.
The Securities Commission may from time to time make, amend, and rescind such rules and prescribe such forms as are necessary and desirable to carry out the provisions of this article. No rules or forms may be made or prescribed unless the commission finds that the action is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of this article. In prescribing rules and forms the commission may cooperate with the securities administrators of the other states and the securities and exchange commission with a view to effectuating the policy of this article to achieve maximum uniformity in the form and content of registration statements, applications, and reports wherever practicable. All rules and forms of the commission shall be published.
(Acts 1959, No. 542, p. 1318, §20; Acts 1990, No. 90-527, p. 772, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-24/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-24 - Liability for Acts Done or Omitted in Good Faith Under Rules, Forms, or Orders.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-24 - Liability for Acts Done or Omitted in Good Faith Under Rules, Forms, or Orders.
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Section 8-6-24
Liability for acts done or omitted in good faith under rules, forms, or orders.
No provision of this article imposing any liability applies to any act done or omitted in good faith in conformity with any rule, form, or order of the Securities Commission, notwithstanding that the rule or form may later be amended or rescinded or be determined by judicial or other authority to be invalid for any reason.
(Acts 1959, No. 542, p. 1318, §20; Acts 1990, No. 90-527, p. 772, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-25/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-25 - Hearings to Be Public; Requests for Private Hearings.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-25 - Hearings to Be Public; Requests for Private Hearings.
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Section 8-6-25
Hearings to be public; requests for private hearings.
Every hearing in an administrative proceeding shall be public unless the Securities Commission, in its discretion, grants a request joined in by all the respondents that the hearing be conducted privately.
(Acts 1959, No. 542, p. 1318, §20; Acts 1990, No. 90-527, p. 772, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-26/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-26 - Document Deemed Filed When Received.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-26 - Document Deemed Filed When Received.
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Section 8-6-26
Document deemed filed when received.
A document is deemed filed when it is received by the Securities Commission.
(Acts 1959, No. 542, p. 1318, §20; Acts 1990, No. 90-527, p. 772, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-27/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-27 - Commission to Keep Register; Register to Be Open for Public Inspection.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-27 - Commission to Keep Register; Register to Be Open for Public Inspection.
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Section 8-6-27
Commission to keep register; register to be open for public inspection.
The Securities Commission shall keep a register of all applications for registration and registration statements which are or have ever been effective under this article and all denial, suspension, or revocation orders which have ever been entered under this article. The register shall be open for public inspection. The information contained in or filed with any registration statement, application, or report may be made available to the public under such rules as the commission prescribes.
(Acts 1959, No. 542, p. 1318, §20; Acts 1990, No. 90-527, p. 772, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-28/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-28 - Commission to Furnish Copies of Register Entries or Documents; Certified Copy Deeme...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-28 - Commission to Furnish Copies of Register Entries or Documents; Certified Copy Deemed Prima Facie Evidence.
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Section 8-6-28
Commission to furnish copies of register entries or documents; certified copy deemed prima facie evidence.
Upon request and at such reasonable charges as it prescribes, the Securities Commission shall furnish to any person photostatic or other copies, certified under its seal of office if requested, of any entry in the register or any document which is a matter of public record. In any proceeding or prosecution under this article, any copy so certified is prima facie evidence of the contents of the entry or document certified.
(Acts 1959, No. 542, p. 1318, §20; Acts 1990, No. 90-527, p. 772, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-29/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-29 - Interpretative Opinions by Commission.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-29 - Interpretative Opinions by Commission.
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Section 8-6-29
Interpretative opinions by commission.
(a) The Securities Commission, in its discretion, may honor requests from interested persons for interpretative opinions and no-action letters.
(b) Any person who makes application to the Securities Commission for an interpretative opinion or no-action letter shall be assessed a non-refundable filing fee of $150 upon application for such opinion or letter. Fees collected under this section shall be deposited in the Alabama Securities Commission Fund in the State Treasury to be drawn upon by the commission for its use in the administration of this article.
(Acts 1959, No. 542, p. 1318, §20; Acts 1990, No. 90-527, p. 772, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-30/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-30 - Burden of Proving Exemption or Exception From Definition.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-30 - Burden of Proving Exemption or Exception From Definition.
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Section 8-6-30
Burden of proving exemption or exception from definition.
In any proceeding under this article, the burden of proving an exemption or an exception from a definition is upon the person claiming it.
(Acts 1959, No. 542, p. 1318, §21; Acts 1990, No. 90-527, p. 772, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-31/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-31 - Commission May Issue Warnings to Public and Publish Information Regarding Orders.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-31 - Commission May Issue Warnings to Public and Publish Information Regarding Orders.
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Section 8-6-31
Commission may issue warnings to public and publish information regarding orders.
The Securities Commission may issue and give warnings to the public concerning securities being sold in this state and may in its discretion cause to be published information regarding any orders or rules issued by the commission in the implementation of its duties, including, without limitation, information pertaining to specific orders denying registration or prohibiting the sale of securities.
(Acts 1959, No. 542, p. 1318, §25; Acts 1990, No. 90-527, p. 772, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-32/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-32 - Party Aggrieved by Order Entitled to Hearing Before Commission; Appeals From Action...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-32 - Party Aggrieved by Order Entitled to Hearing Before Commission; Appeals From Action of Commission.
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Section 8-6-32
Party aggrieved by order entitled to hearing before commission; appeals from action of commission.
(a) Any person aggrieved by an order issued under this article shall be entitled to a hearing pursuant to the provisions of the Alabama Administrative Procedure Act (Section 41-22-1 et seq.) pertaining to "contested cases," if such person, within 28 days after delivery of the order, submits a written request for a hearing before the commission. The order shall disclose the right to a hearing upon written request within 28 days after delivery of the order. If no timely request for a hearing is made, the order shall constitute a final order of the commission.
(b) Any appeal from any final order of the commission shall be made to the Circuit Court of Montgomery County and shall be governed by the provisions of the Alabama Administrative Procedure Act pertaining to judicial review.
(Acts 1959, No. 542, p. 1318, §19; Acts 1990, No. 90-527, p. 772, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-1/section-8-6-33/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 1 - General Provisions.›Section 8-6-33 - Disposition of Revenue.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 1 - General Provisions. › Section 8-6-33 - Disposition of Revenue.
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Section 8-6-33
Disposition of revenue.
All moneys accruing to or collected by or through the Securities Commission shall be deposited when collected into the State Treasury to the credit of the general fund, unless otherwise provided by law.
(Acts 1959, No. 542, p. 1318, §27; Acts 1969, No. 605, p. 1093, §8; Acts 1971, No. 2243, p. 3598, §4; Acts 1990, No. 90-527, p. 772, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-2/section-8-6-50/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 2 - Securities Commission.›Section 8-6-50 - Created; Duties Generally.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 2 - Securities Commission. › Section 8-6-50 - Created; Duties Generally.
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Section 8-6-50
Created; duties generally.
There is created the Alabama Securities Commission, which shall be responsible for the enforcement of laws governing the issuance, sale, and other transactions relative to securities.
(Acts 1969, No. 740, p. 1315, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-2/section-8-6-51/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 2 - Securities Commission.›Section 8-6-51 - Membership; Qualifications and Appointment of Commissioners; Use or Disclosure of C...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 2 - Securities Commission. › Section 8-6-51 - Membership; Qualifications and Appointment of Commissioners; Use or Disclosure of Confidential Information by Commissioners, Employees, etc.; Civil Liability of Commissioners.
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Section 8-6-51
Membership; qualifications and appointment of commissioners; use or disclosure of confidential information by commissioners, employees, etc.; civil liability of commissioners.
(a) The Securities Commission shall consist of the Attorney General of Alabama, the State Superintendent of Banks, the State Superintendent of Insurance and four other members appointed by the Governor by and with the advice and consent of the Senate. Two appointed members shall be members of the Alabama Bar Association appointed from a list of three nominees for each position submitted by the bar association, and the other two appointed members shall be certified public accountants appointed from a list of three nominees for each position submitted by the Alabama Society of Certified Public Accountants. The membership of the commission shall be inclusive and reflect the racial, gender, geographic, urban/rural, and economic diversity of the state.
(b) No person may be appointed to or by the commission while he is registered as a dealer or salesman under Article 1 of this chapter, while he is an officer, director or partner of any person so registered, while he is an officer, director or partner of an issuer which has a registration statement effective under Article 1 of this chapter or while he is occupying a similar status or performing similar functions.
(c) It is unlawful for any member of the commission, the director or any other officer or employee of the commission to use for personal benefit any information which is filed with or obtained by the director and which is not made public. No provision of this article authorizes any member of the commission, the director or any other officer or employee of the commission to disclose any such information except among themselves or when necessary or appropriate in a proceeding or investigation under this article. No provision of this article either creates or derogates from any privilege which exists at common law or otherwise when documentary or other evidence is sought under a subpoena directed to any member of the commission, the director, or any other officer or employee of the commission.
(d) Except upon proof of corruption, no commissioner shall for his acts or his failure to act be civilly liable to any investor, applicant for registration, or any other person.
(Acts 1969, No. 740, p. 1315, §2; Acts 1996, No. 96-749, p. 1320, §3.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-2/section-8-6-52/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 2 - Securities Commission.›Section 8-6-52 - Terms of Office of Appointed Members; Filling of Vacancies; Reappointment of Member...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 2 - Securities Commission. › Section 8-6-52 - Terms of Office of Appointed Members; Filling of Vacancies; Reappointment of Members.
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Section 8-6-52
Terms of office of appointed members; filling of vacancies; reappointment of members.
(a) The Governor shall biennially appoint one Securities Commission member to serve for a term of four years; provided, however, that the Governor shall designate for the initial appointments one member to serve for a term of two years and one member to serve for a term of four years from their respective dates of appointment and qualification. Upon the expiration of these initial terms, the term of each member shall be four years from the date of his appointment and qualification, until his successor shall qualify; provided further, however, that, on April 4, 1988, no member shall serve more than two consecutive terms of office.
(b) Vacancies shall be filled by the Governor for the unexpired term.
(c) Members shall be eligible for reappointment.
(Acts 1969, No. 740, p. 1315, §3; Acts 1988, No. 88-137, p. 199, §3.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-2/section-8-6-53/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 2 - Securities Commission.›Section 8-6-53 - Selection of Chair; Rules for Proceedings; Meetings; Quorum; Records and Reports; A...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 2 - Securities Commission. › Section 8-6-53 - Selection of Chair; Rules for Proceedings; Meetings; Quorum; Records and Reports; Access to Offices and Records; Exercise of Powers of Director.
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Section 8-6-53
Selection of chair; rules for proceedings; meetings; quorum; records and reports; access to offices and records; exercise of powers of director.
(a) The Securities Commission shall select a chair and may adopt rules for conducting its proceedings.
(b) The commission shall meet quarterly on a date it designates and may meet at other times it deems necessary, or when called by the chair or by any two members. Any three members shall constitute a quorum for transacting commission business.
(c) Complete minutes of each meeting shall be kept and filed in the office of the commission and shall be available for public inspection during reasonable office hours.
(d) The commission shall report annually to the Governor, to the legislature and to the state Legislative Council. The report shall contain the minutes of each meeting held during the year, legislative recommendations, a summary of violations of Article 1 of this chapter, actions taken for those violations, and other data and information deemed necessary or appropriate.
(e) Each member of the commission shall have unrestricted access to all offices and records under the jurisdiction of the commission.
(f) The commission, or a majority of the commission, may exercise any power or perform any act that the director is authorized to perform under this chapter.
(Acts 1969, No. 740, p. 1315, §4; Acts 1992, No. 92-124, p. 224, §3.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-2/section-8-6-54/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 2 - Securities Commission.›Section 8-6-54 - Compensation of Members.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 2 - Securities Commission. › Section 8-6-54 - Compensation of Members.
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Section 8-6-54
Compensation of members.
(a) Each appointed member of the Securities Commission shall be paid $50 per day, for a period not to exceed a total of 60 days in any one calendar year, while engaged in the performance of his duties, and shall receive mileage and per diem as provided by Article 2 of Chapter 7 of Title 36.
(b) Ex officio members shall not be entitled to any extra compensation for performing their duties under this chapter.
(Acts 1969, No. 740, p. 1315, §5.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-2/section-8-6-55/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 2 - Securities Commission.›Section 8-6-55 - Director - Appointment; Duties Generally.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 2 - Securities Commission. › Section 8-6-55 - Director - Appointment; Duties Generally.
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Section 8-6-55
Director - Appointment; duties generally.
(a) The Securities Commission shall appoint a full-time director who shall be a career employee subject to the provisions of the Alabama Merit System Law and whose employment may be terminated only for cause.
(b) The director shall administer the provisions of Article 1 of this chapter under the supervision of the commission and in accordance with its policies.
(Acts 1969, No. 740, p. 1315, §6.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-2/section-8-6-56/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 2 - Securities Commission.›Section 8-6-56 - Director - Qualifications; Interest in Banks, etc., Prohibited; Salary.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 2 - Securities Commission. › Section 8-6-56 - Director - Qualifications; Interest in Banks, etc., Prohibited; Salary.
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Section 8-6-56
Director - Qualifications; interest in banks, etc., prohibited; salary.
(a) The Director of the Securities Commission shall be a person of good moral character, at least 30 years of age, a resident of Alabama, a member of the Alabama bar and thoroughly familiar with corporate organization, investment banking, investment trusts, the sale of securities, and the statistical details of the manufacturing industries and commerce of this state. The Securities Commission may also require additional qualifications.
(b) The director, while serving as such, shall not directly or indirectly be financially interested in or associated with any commercial bank, savings bank, trust company, industrial loan or investment company, credit union, building and loan association, or any other person subject to the jurisdiction of the commission or the director.
(c) The salary of the director shall be fixed by the commission with the approval of the Governor and the State Personnel Board.
(Acts 1969, No. 740, p. 1315, §7; Acts 1990, No. 90-527, p. 772, §2; Act 2018-187, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-2/section-8-6-57/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 2 - Securities Commission.›Section 8-6-57 - Deputy Director.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 2 - Securities Commission. › Section 8-6-57 - Deputy Director.
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Section 8-6-57
Deputy director.
(a) With the approval of the Securities Commission and subject to the provisions of the Merit System law, the director thereof may designate a deputy director, who shall possess qualifications fixed by the commission with the approval of the personnel department, and who shall perform such duties as the director shall designate.
(b) In the absence of the director or his inability to act, the deputy director shall perform such duties as are required to be performed by the director.
(c) The compensation of the deputy director shall be fixed by the commission, subject to the approval of the personnel department, in the salary range payable to attorneys in the Merit System classification of Attorney IV.
(Acts 1969, No. 740, p. 1315, §8; Acts 1979, No. 79-462, p. 827, §7; Acts 1990, No. 90-527, p. 772, §2.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-2/section-8-6-58/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 2 - Securities Commission.›Section 8-6-58 - Personnel.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 2 - Securities Commission. › Section 8-6-58 - Personnel.
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Section 8-6-58
Personnel.
(a) The Director of the Securities Commission shall prepare in writing a manual of necessary employee positions for the commission, including job classifications, personnel qualifications, duties, maximum and minimum salary schedules, and other personnel information for approval by the commission.
(b) Subject to the provisions of the Merit System law, the director may select, appoint, and employ such accountants, auditors, financial analysts, special agents and senior special agents, clerks, and other personnel as the director deems necessary for the proper administration of the Alabama securities laws including legal counsel to act as attorneys for the commission in actions or proceedings brought by or against the commission under or pursuant to any provision of law under the commission's jurisdiction, or in which the commission joins or intervenes as to a matter within the commission's jurisdiction, as a friend of the court or otherwise, and stenographic reporters to take and transcribe the testimony in any formal or informal hearing or investigation before the commission or before a person authorized by the commission.
(c) Special agents and senior special agents appointed pursuant to this section shall have the power to investigate matters within the commission's jurisdiction and in such capacity shall have the powers vested in peace officers and shall be considered law enforcement officers of the State of Alabama to enforce the laws of this state pertaining to the operation and administration of the commission and this chapter. Senior special agents and special agents shall exercise their power of arrest only when ordered by both the commission and a court of competent jurisdiction. The commission shall request a suspension or waiver of firearms requalification as provided in Rule 650-X-4.02 of the Alabama Peace Officers' Standards and Training Commission Code for law enforcement officers who are not required to carry or use a firearm. If a suspension or waiver cannot be obtained, senior special agents and special agents shall not carry firearms, except as required by P.O.S.T. training and continuing education. Nothing herein shall affect subpoena, visitation, examination, or other investigatory powers contained in this chapter.
(d) No person may serve as a special agent or senior special agent unless the person meets the minimum standards established for law enforcement officers by the Alabama Peace Officers' Standards and Training Commission or other standards as may be hereafter provided by law. Special agents and senior special agents appointed pursuant to subsection (b) shall meet such other additional standards as the director may adopt.
(Acts 1969, No. 740, p. 1315, §10; Acts 1979, No. 79-462, p. 827, §8; Act 2000-703, p. 1429, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-2/section-8-6-59/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 2 - Securities Commission.›Section 8-6-59 - Bonds of Director and Employees.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 2 - Securities Commission. › Section 8-6-59 - Bonds of Director and Employees.
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Section 8-6-59
Bonds of director and employees.
(a) Before assuming office, the Director of the Securities Commission shall give a bond in the sum of $50,000, payable to the State of Alabama, to be approved by the Attorney General of Alabama and filed in the office of the Secretary of State. Such bond shall be conditioned that he will faithfully execute the duties of his office.
(b) The director may by rule or order require any employee of the commission to be bonded on the same condition and in the same or such lesser amount as he determines.
(c) The expense of all such bonds shall be paid from funds available to the commission.
(Acts 1969, No. 740, p. 1315, §9.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-2/section-8-6-60/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 2 - Securities Commission.›Section 8-6-60 - Place of Office.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 2 - Securities Commission. › Section 8-6-60 - Place of Office.
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Section 8-6-60
Place of office.
The Securities Commission and the director thereof shall maintain offices in the capital city of the state, and all records of the commission shall be kept at these offices.
(Acts 1969, No. 740, p. 1315, §11.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-4/section-8-6-90/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 4 - Ownership by Minors.›Section 8-6-90 - Short Title.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 4 - Ownership by Minors. › Section 8-6-90 - Short Title.
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Section 8-6-90
Short title.
This article may be cited as the Securities Ownership by Minors Act.
(Acts 1961, No. 1010, p. 1585, §5.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-4/section-8-6-91/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 4 - Ownership by Minors.›Section 8-6-91 - Definitions.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 4 - Ownership by Minors. › Section 8-6-91 - Definitions.
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Section 8-6-91
Definitions.
In this article, unless the context otherwise requires, the following terms shall have the meanings ascribed to them by this section:
(1) BANK. A bank, trust company, national banking association, savings bank, or industrial bank.
(2) BROKER. A person, including a bank, lawfully engaged in the business of effecting transactions in securities for the account of others and includes a broker lawfully engaged in buying and selling securities for his own account.
(3) ISSUER. A person who places, or authorizes the placing of, his name on a security other than as a transfer agent to evidence that it represents a share, participation, or other interest in his property or in an enterprise or to evidence his duty to perform an obligation evidenced by the security or who becomes responsible for or in place of any such person.
(4) PERSON. Such term includes a corporation, government or governmental subdivision or agency, business trust, estate, trust, partnership or association, two or more persons having a joint or common interest or any other legal or commercial entity.
(5) SECURITY. Such term includes any note, stock, treasury stock, bond, debenture, evidence of indebtedness or certificate of interest or participation in an oil, gas, or mining title or lease or in payment out of production under such a title or lease, collateral trust certificate, transferable share, voting trust certificate, or, in general, any interest or instrument commonly known as a security or any certificate, interest or participation in any temporary or interim certificate, receipt or certificate of deposit for, or any warrant or right to subscribe to or purchase, any of the foregoing.
(6) THIRD-PARTY. A person other than a bank, broker, transfer agent, or issuer who with respect to a security held by a minor effects a transaction otherwise than directly with the minor.
(7) TRANSFER AGENT. A person who acts as authenticating trustee, transfer agent, registrar, or other agent for an issuer in the registration of transfers of securities in the issue of new securities or in the cancellation of surrendered securities.
(Acts 1961, No. 1010, p. 1585, §1.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 4 - Ownership by Minors.›Section 8-6-92 - Liability of Bank, Transfer Agent, etc., for Treating Minor as Having Capacity to E...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 4 - Ownership by Minors. › Section 8-6-92 - Liability of Bank, Transfer Agent, etc., for Treating Minor as Having Capacity to Exercise Security Rights; Presumption That Holder Not Minor.
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Section 8-6-92
Liability of bank, transfer agent, etc., for treating minor as having capacity to exercise security rights; presumption that holder not minor.
(a) A bank, broker, issuer, third-party or transfer agent incurs no liability by reason of his treating a minor as having capacity to transfer a security, to receive or to empower others to receive dividends, interest, principal, or other payments or distributions, to vote or give consent in person or by proxy, or to make elections or exercise rights relating to the security unless prior to acting in the transaction the bank, broker, issuer, third-party or transfer agent had received written notice in the office acting in the transaction that the specific security is held by a minor.
(b) Except as otherwise provided in this article, such a bank, broker, issuer, third-party or transfer agent may assume without inquiry that the holder of a security is not a minor.
(Acts 1961, No. 1010, p. 1585, §2.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-4/section-8-6-93/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 4 - Ownership by Minors.›Section 8-6-93 - Minor May Not Disaffirm Security Transaction Unless Prior Written Notice of Minorit...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 4 - Ownership by Minors. › Section 8-6-93 - Minor May Not Disaffirm Security Transaction Unless Prior Written Notice of Minority Given.
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Section 8-6-93
Minor may not disaffirm security transaction unless prior written notice of minority given.
A minor who has transferred a security, received or empowered others to receive dividends, interest, principal, or other payments or distributions, voted or given consent in person or by proxy or made an election or exercised rights relating to the security has no right thereafter, as against a bank, broker, issuer, third-party or transfer agent, to disaffirm or avoid the transaction unless, prior to acting in the transaction, the bank, broker, issuer, third-party or transfer agent against whom the transaction is sought to be disaffirmed or avoided had received written notice in the office acting in the transaction that the specific security is held by a minor.
(Acts 1961, No. 1010, p. 1585, §3.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 4 - Ownership by Minors.›Section 8-6-94 - Right of Minor to Receive Dividends, Etc.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 4 - Ownership by Minors. › Section 8-6-94 - Right of Minor to Receive Dividends, Etc.
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Section 8-6-94
Right of minor to receive dividends, etc.
A minor may receive in his own right dividends or other moneys in respect to any securities standing in his name on the books of a corporation, bank, or business trust, and such receipt shall constitute a valid and sufficient release and discharge of the corporation, bank, or business trust for such dividends or other moneys paid to such minor, notwithstanding that the corporation, bank, or business trust may have actual or written notice of the minority of such person.
(Acts 1961, No. 1010, p. 1585, §4.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 4 - Ownership by Minors.›Section 8-6-95 - Certain Laws Not Affected by Article.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 4 - Ownership by Minors. › Section 8-6-95 - Certain Laws Not Affected by Article.
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Section 8-6-95
Certain laws not affected by article.
Nothing in this article shall be construed to repeal or in any way affect Sections 10-6-1 through 10-6-4.
(Acts 1961, No. 1010, p. 1585, §7.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-5/section-8-6-110/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds.›Section 8-6-110 - Definitions.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds. › Section 8-6-110 - Definitions.
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Section 8-6-110
Definitions.
The following words and phrases, as used in this article, shall have the following meanings:
(1) AUTHORIZING ACT. Any of the following statutes or acts:
a. Any of the following sections, as amended: Section 11-20-1 et seq., relating to industrial revenue bonds to be issued by counties; Section 11-54-20 et seq., relating to industrial revenue bonds to be issued by municipalities; Section 11-54-80 et seq., relating to industrial revenue bonds to be issued by municipal industrial development boards; Section 11-58-1 et seq., relating to industrial revenue bonds to be issued by municipal medical clinic boards, Section 22-21-170 et seq., relating to industrial revenue bonds to be issued by county and municipal hospital authorities; and Section 11-20-30 et seq., relating to industrial revenue bonds to be issued by county industrial development boards.
b. The following acts of the Alabama Legislature: Act No. 4, enacted at the 1956 Second Special Session of the Alabama Legislature (1956 Acts, p. 240 et seq.), relating to industrial revenue bonds to be issued by certain municipalities to finance hotel and motel projects and Act No. 337, enacted at the 1971 Third Extra Session of the Alabama Legislature (1971 Acts, p. 4625 et seq.), relating to industrial revenue bonds to be issued by certain municipalities to finance hotel and motel projects.
(2) COMMISSION. The Alabama Securities Commission existing under Article 2 (commencing with Section 8-6-50) of Chapter 6 of Title 8.
(3) DIRECTOR. The director appointed by the commission pursuant to Section 8-6-55 or, in the absence of the director or his or her inability to act, the deputy director appointed by the director as provided in Section 8-6-57.
(4) GOVERNING BODY. The county commission, council, board of commissioners, board of directors, or other governing body of any issuer.
(5) GUARANTOR. The guarantor of the performance by the lessee of its obligations under a lease or the guarantor of any industrial revenue bonds.
(6) IMPROVIDENT. With respect to any industrial revenue bonds the term means that there is a reasonable probability that the bonds will be deficient in one or more of the following respects:
a. The project may not be completed.
b. The principal of or interest on the industrial revenue bonds will not be paid when due.
c. The industrial revenue bonds may be sold or distributed by the parties or in a manner as to constitute a fraud on one or more purchasers of the bonds.
(7) INDUSTRIAL REVENUE BONDS. The bonds, warrants, notes, certificates of indebtedness, or other obligations issued by any issuer under the authority of the authorizing act to finance or refinance a project or to refund bonds, but does not include either of the following:
a. Any obligation unless the lessee is a lessee as defined in this section.
b. Any issue of bonds, warrants, notes, certificates of indebtedness, or other obligations, any of which has a stated maturity not more than 18 months from the date of its issuance and evidences a loan initially made by a bank to the issuer of the bonds, warrants, notes, certificates of indebtedness, or other obligations.
(8) ISSUER. Any county, city, town, municipality, or public corporation issuing industrial revenue bonds under the authorizing act.
(9) JUDICIAL VALIDATION. The procedure described in Section 8-6-119 by which industrial revenue bonds may be validated and culminating in a decree of the circuit court validating the bonds.
(10) LEASE. The lease, installment purchase, or other agreement by which the lessee obtains the right to use the project and agrees to make payments sufficient to pay the principal of and interest on the industrial revenue bonds issued to finance or refinance the project.
(11) LESSEE. The lessee, purchaser, or user of a project under the lease. The term does not include the State of Alabama, any county, any city, town, or municipality, any public corporation or any nonprofit corporation organized and operated exclusively for religious, charitable, or educational purposes, no part of the net earnings of which inures to the benefit of any private share holder, member, or individual.
(12) NOTIFICATION. The instrument or the procedure, or both, by which an issuer is required by this article to notify the director prior to the proposed issuance of industrial revenue bonds.
(13) PROJECT. Any land, plant, building, facilities, equipment, or other property proposed to be acquired with the proceeds of any industrial revenue bonds to be used by a lessee under a lease.
(14) SERVED UPON THE ISSUER. As applied to a stop order, notice of a reference to the commission, or of a hearing before the commission, the term means that it has been deposited in the United States mail in a sealed envelope with first class, certified postage prepaid, properly addressed to the issuer at the address shown in the notification, or delivered to the person who signed the notification on behalf of the issuer.
(15) STOP ORDER. An order issued by the director or by the commission in accordance with this article prohibiting the issuer from issuing the industrial revenue bonds described in the notification or any bonds in lieu of those bonds.
(Acts 1978, No. 586, p. 681, §1; Acts 1992, No. 92-124, p. 224, §3.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds.›Section 8-6-111 - Legislative Findings; Purpose of Article.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds. › Section 8-6-111 - Legislative Findings; Purpose of Article.
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Section 8-6-111
Legislative findings; purpose of article.
(a) The Legislature finds and determines that unscrupulous promoters may take advantage of the authorizing act by inducing issuers to issue industrial revenue bonds which careful investigation by the issuer or other responsible parties would reveal to be improvident. The standing of all issuers could be impaired and the purposes of the Legislature in enacting the authorizing act could be thwarted by those improvident issues.
(b) The purpose of this article is to provide a procedure whereby the State of Alabama, acting through the director and the commission, may assist in developing facts to aid the issuer in the exercise of its authority under the authorizing act, and, to that end, to delay the issuance of industrial revenue bonds pending adequate investigation by the director or to prevent the issue of industrial revenue bonds found to be improvident.
(Acts 1978, No. 586, p. 681, §2; Acts 1992, No. 92-124, p. 224, §3.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-5/section-8-6-112/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds.›Section 8-6-112 - Powers of Director of Securities Commission.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds. › Section 8-6-112 - Powers of Director of Securities Commission.
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Section 8-6-112
Powers of director of Securities Commission.
(a) The director shall have authority to:
(1) Consider and investigate proposed issues of industrial revenue bonds;
(2) Advise and consult with issuers with respect thereto;
(3) Publish such notices of proposed issues of industrial revenue bonds or proposed rules and regulations as are required by this article or the rules and regulations of the commission;
(4) Stop the issuance of industrial revenue bonds for the limited times and under the procedures provided in this article by issuing the orders and giving the notices herein required;
(5) Cause information concerning a proposed issue of industrial revenue bonds to be presented at any meeting of the governing body at which industrial revenue bonds are to be authorized or reauthorized or any hearing upon the judicial validation of such issue; and
(6) Perform such other functions and duties as may be required by this article or by order of the commission.
(b) The authority herein granted to the director is in addition to that granted under Section 8-6-50 et seq.
(Acts 1978, No. 586, p. 681, §3.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds.›Section 8-6-113 - Powers of Securities Commission.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds. › Section 8-6-113 - Powers of Securities Commission.
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Section 8-6-113
Powers of Securities Commission.
(a) The commission may:
(1) Stop the issuance of industrial revenue bonds under the procedures provided in this article.
(2) Issue rules and regulations necessary or desirable to prescribe the form and content of notifications, the conduct of investigations, the issuance of stop orders, appeals by issuers, or references by the director to the commission and the conduct of hearings thereon. No rule or regulation shall be adopted by the commission until the commission shall hold a public hearing on the proposed rules and regulations, notice of which shall be given by publication one time in a daily newspaper published in the City of Montgomery and in any other manner as the commission directs.
(b) The authority granted to the commission in this section is in addition to that granted under Section 8-6-50 et seq., or any other provided by law.
(Acts 1978, No. 586, p. 681, §4; Acts 1992, No. 92-124, p. 224, §3.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds.›Section 8-6-115 - Notifications of Intent to Issue Bonds.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds. › Section 8-6-115 - Notifications of Intent to Issue Bonds.
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Section 8-6-115
Notifications of intent to issue bonds.
On and after May 27, 1978, any issuer proposing to issue any industrial revenue bonds under authority of the authorizing act shall, at least 20 days prior to the date of delivery of the industrial revenue bonds, deliver to the director a notification in writing of its intention to issue the bonds. The director may for good cause shown, waive, shorten, or, with the consent of the issuer, extend the 20-day requirement. The notifications shall contain the name and address of the issuer, the lessee, the guarantor, if any, the trustee, the underwriter, purchaser, fiscal agent, or agents, legal counsel for each of the above named parties and bond counsel, the estimated face amount of the bond issue, the estimated capital budget for the project to the extent that the information is available to the issuer when it files the notification, and any other information prescribed by the rules and regulations issued by the commission to advise the director and the commission of the nature of the proposed transaction. Each notification shall be accompanied by a filing fee equal to one twentieth of one percent of the principal amount of industrial revenue bonds described in the notification. No filing fee shall be less than $25 nor greater than $1,000. All fees shall be deposited in a special account in the State Treasury to be withdrawn by the director for the use of the commission in the administration of this article. All notifications shall be available for public inspection during the normal business hours of the director.
(Acts 1978, No. 586, p. 681, §6; Acts 1992, No. 92-124, p. 224, §3.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-5/section-8-6-116/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds.›Section 8-6-116 - Action by Director Upon Receipt of Notification; Stop Orders.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds. › Section 8-6-116 - Action by Director Upon Receipt of Notification; Stop Orders.
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Section 8-6-116
Action by director upon receipt of notification; stop orders.
Upon receipt of a notification, the director shall cause a preliminary investigation or inquiry to be made into the proposed issue to determine whether there exist circumstances which, in his or her opinion, indicate that the proposed issue of industrial revenue bonds may be an improvident issue. If he or she finds that the proposed issue may be improvident, he or she shall advise the issuer of the findings and shall issue a stop order or stop orders requiring that for a period of time not exceeding in the aggregate 90 days after the filing of the notification, the issuer shall not issue the industrial revenue bonds proposed in the notification or any industrial revenue bonds in lieu of the bonds proposed. When a stop order has been served upon the issuer, it shall be fully effective (a) unless lifted by the director or the commission for good cause shown, or (b) unless the proposed industrial revenue bonds described in the notification have been reauthorized by the governing body of the issuer at a meeting at which the governing body has considered any comments or objections presented by the director or his or her representative. Written notice of the meeting shall be given to the director. The notice shall also be published in a newspaper published or circulated in the county where the proposed issuer is located.
(Acts 1978, No. 586, p. 681, §7; Acts 1992, No. 92-124, p. 224, §3.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-5/section-8-6-117/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds.›Section 8-6-117 - Appeals or References to Securities Commission.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds. › Section 8-6-117 - Appeals or References to Securities Commission.
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Section 8-6-117
Appeals or references to Securities Commission.
When a stop order has been issued by the director, the issuer shall have the right to appeal the matter to the commission by notice in writing of such appeal delivered to the director. The director shall have the right to refer to the commission the matter of any issue of industrial revenue bonds proposed in a notification as to which a stop order is then in effect or which have been reauthorized by the governing body of the issuer pursuant to Section 8-6-116, and to request that the commission issue a permanent stop order. Notice of such reference and request shall be given in writing and served upon the issuer. The director shall mail to each member of the council a copy of each notice required by this section as soon as it is delivered to him or prepared for service upon the issuer.
(Acts 1978, No. 586, p. 681, §8.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds.›Section 8-6-118 - Proceedings Before Securities Commission.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds. › Section 8-6-118 - Proceedings Before Securities Commission.
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Section 8-6-118
Proceedings before Securities Commission.
When the matter of any proposed industrial revenue bond issue has been appealed by the issuer to the commission or referred to the commission by the director with the request that the commission issue a permanent stop order, the director shall convene the commission. The commission shall conduct a hearing on the matter within 14 days after receipt by the director of the notice of appeal or service upon the issuer of the referral. At the request of the issuer, the date of the hearing may be postponed. Notice of the time, place, and purpose of the hearing shall be served upon the issuer at least three days before the date of the hearing. The issuer and other interested parties shall have the right to appear and be heard in person or by counsel. The commission shall render a decision within three days after the hearing. Pending the determination by the commission of any appeal or referral, the stop order previously issued by the director shall remain in effect until the commission renders a decision, or three days after the hearing, whichever is earlier. If, upon a hearing of the matter, the commission concludes that the proposed issue of industrial revenue bonds is improvident, the stop order previously issued by the director shall be made permanent and neither the proposed industrial revenue bonds nor any industrial revenue bonds in lieu of the bonds shall be issued until approved by judicial validation in proceedings instituted by the proposed issuer after the issuance of the stop order. If the commission concludes that the issue is not improvident, the commission shall lift the stop order and the issuer may proceed to issue the proposed industrial revenue bonds.
(Acts 1978, No. 586, p. 681, §9; Acts 1992, No. 92-124, p. 224, §3.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-5/section-8-6-119/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds.›Section 8-6-119 - Judicial Validation Proceedings.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds. › Section 8-6-119 - Judicial Validation Proceedings.
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Section 8-6-119
Judicial validation proceedings.
Any judicial validation proceeding instituted under this article shall conform to and be conducted in accordance with either Section 6-6-750 et seq. or Section 11-81-220 et seq., whichever is applicable to the issuer. The petition shall allege that the issue of industrial revenue bonds proposed by the issuer is not improvident, and the director shall be served with notice of the proceeding in the same manner and for the same time as the district attorney, and may attend the hearing before the circuit court having jurisdiction of the matter in person or by attorney, present evidence, and be heard by the court. The court shall not validate unless, pursuant to evidence presented at the hearing, the court finds and determines that the issue is not improvident. No judicial validation proceedings shall be instituted under this article until the commission enters a stop order or until the expiration of 15 days after the proposed industrial revenue bond issue is appealed by the issuer or referred to the commission by the director without any stop order having been issued.
(Acts 1978, No. 586, p. 681, §10; Acts 1992, No. 92-124, p. 224, §3.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-5/section-8-6-120/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds.›Section 8-6-120 - Certificate of Notification; Representation That Industrial Revenue Bonds Have Bee...
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds. › Section 8-6-120 - Certificate of Notification; Representation That Industrial Revenue Bonds Have Been Approved Prohibited.
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Section 8-6-120
Certificate of notification; representation that industrial revenue bonds have been approved prohibited.
In the event that (1) 20 days shall have expired after the filing by an issuer of the notification required by Section 8-6-115 describing proposed industrial revenue bonds to be issued by it, or the director shall have waived, shortened or, with the consent of the issuer, extended such waiting period and (2) no stop order shall then be effective as to the proposed industrial revenue bonds, the director shall provide such issuer with a certificate substantially as follows:
CERTIFICATE OF NOTIFICATION
The _____ of _____ (the issuer) has filed in my office a notification under Act No. 586 of the 1978 Regular Session of the Alabama Legislature stating its intention to issue $_____ of its _____ Industrial Revenue Bonds and no stop order is effective as to the issue of such bonds. This certificate is not an approval of said bonds, and it is unlawful for any person to represent that such bonds have been approved by the director, the commission or any other agency of the state.
This _____ day of _____, 2__
_______________________________
Director
It shall be unlawful for any issuer to issue any industrial revenue bonds under the authority of the authorizing act unless the foregoing certificate with respect to such industrial revenue bonds shall have been issued by the director or unless the proposed industrial revenue bonds shall have been reauthorized by the governing body of the issuer pursuant to Section 8-6-116 or shall have been judicially validated pursuant to Sections 8-6-118 and 8-6-119. When a certificate of notification shall have been issued by the director, no stop order thereafter issued either by the director or the commission with respect to the industrial revenue bonds described in such certificate shall be effective unless, prior to the issuance of the industrial revenue bonds described in such certificate, such stop order shall have been served personally upon the person who signed the notification in behalf of the issuer and upon each bond counsel named in the notification with respect to the industrial revenue bonds described in such certificate. When the industrial revenue bonds described in a certificate of notification shall have been issued, such certificate shall be conclusive evidence of formal compliance by the issuer with this article, and the failure of the issuer to comply with any requirement of this article in issuing the industrial revenue bonds described in such certificate shall not affect the validity of such industrial revenue bonds. In the event that any industrial revenue bonds shall be issued without a certificate of notification having been issued with respect thereto, the holder of any such bonds shall, in addition to any other right he may have by statute or law, have the right of rescission as to such bonds; provided, that such right shall be exercised within 12 months of the date on which such bonds shall have been delivered by the issuer and paid for; and provided further, that any right of recovery against the issuer shall be limited to the then unexpended proceeds of such bonds. In the event that the director shall refuse to issue a certificate of notification to any issuer entitled thereto, an appeal shall lie to the commission or the Circuit Court of Montgomery County, which shall have jurisdiction to require the director forthwith to issue any certificate wrongfully withheld.
It shall be unlawful for any issuer or any person, firm, or corporation to represent that an issue of industrial revenue bonds has been approved by the director or the commission or any agency of the state, whether the certificate herein provided for shall have been issued or not.
(Acts 1978, No. 586, p. 681, §11.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-5/section-8-6-121/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds.›Section 8-6-121 - Criminal Penalties.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds. › Section 8-6-121 - Criminal Penalties.
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Section 8-6-121
Criminal penalties.
Any lessee, any guarantor, or any officer of any issuer, lessee, or guarantor or any other person, firm, or corporation who:
(1) Willfully violates this article;
(2) Willfully participates in the issuance of any industrial revenue bonds without having obtained the certificate of notification required by Section 8-6-120;
(3) Willfully participates in the issuance of any industrial revenue bonds in violation of this article;
(4) Willfully violates any stop order lawfully issued by the director or the commission under this article and in effect; or
(5) Makes or files or causes to be made or filed, with the director or the commission under this article, any statement, document, or other paper which is false in any material respect or matter;
shall be guilty of a felony and upon conviction shall be fined not more than $10,000 or shall be imprisoned for a period not exceeding 10 years or both so fined and so imprisoned, as the trial court shall determine. No prosecution under this section shall be commenced more than five years after the occurrence of the alleged violation.
(Acts 1978, No. 586, p. 681, §12.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-5/section-8-6-122/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds.›Section 8-6-122 - Article Remedial; Certain Statutes Not Repealed.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 5 - Pre-Issuance Procedure for Industrial Revenue Bonds. › Section 8-6-122 - Article Remedial; Certain Statutes Not Repealed.
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Section 8-6-122
Article remedial; certain statutes not repealed.
This article is remedial in nature and shall not be construed so as to repeal any provision of Section 8-6-1 et seq. or Section 8-6-50 et seq.
(Acts 1978, No. 586, p. 681, §13.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-6/section-8-6-140/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 6 - Uniform Transfer on Death Security Registration Act.›Section 8-6-140 - Definitions.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 6 - Uniform Transfer on Death Security Registration Act. › Section 8-6-140 - Definitions.
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Section 8-6-140
Definitions.
For the purposes of this article, the following words have the following meanings unless the context otherwise requires:
(1) BENEFICIARY FORM. A registration of a security which indicates the present owner of the security and the intention of the owner regarding the person who will become the owner of the security upon the death of the owner.
(2) DEVISEE. Any person designated in a will to receive a disposition of real or personal property.
(3) HEIRS. Those persons, including the surviving spouse, who are entitled under the statutes of intestate succession to the property of a decedent.
(4) PERSON. An individual, a corporation, an organization, or other legal entity.
(5) PERSONAL REPRESENTATIVE. Includes executor, administrator, successor personal representative, special administrator, and persons who perform substantially the same function under the law governing their status.
(6) PROPERTY. Includes both real and personal property or any interest therein and means anything that may be the subject of ownership.
(7) REGISTER. Including its derivatives, means to issue a certificate showing the ownership of a certificated security or, in the case of an uncertificated security, to initiate or transfer an account showing ownership of securities.
(8) REGISTERING ENTITY. A person who originates a security title by registration, and includes a securities broker or dealer, bank, or other depository institution, trust company, investment adviser, or other financial institution that maintains security accounts for customers and a transfer agent or other person acting for or as an issuer of securities.
(9) SECURITY. A share, participation, or other interest in property, in a business, or in an obligation of an enterprise or other issuer, and includes a certificated security, an uncertificated security, and a security account.
(10) SECURITY ACCOUNT. a. A reinvestment account associated with a security.
b. A securities, brokerage, investment management, or custody account maintained with a securities broker or dealer, bank, or other depository institution, trust company, investment adviser, or other financial institution and any securities held in such account.
c. The cash balance in any reinvestment account associated with a security or in any securities, brokerage, investment management, or custody account maintained with a securities broker or dealer, bank, or other depository institution, trust company, investment adviser, or other financial institution, whether or not credited to the account before the owner's death.
d. Cash, cash equivalents, meaning any investment that is easily converted into cash, including Treasury bills, Treasury notes, money market funds, savings bonds, short-term instruments, short-term obligations, and similar instruments or obligations, interest, earnings, or dividends earned or declared on a security in any reinvestment account associated with a security or in any securities, brokerage, investment management, or custody account maintained with a securities broker or dealer, bank, or other depository institution, trust company, investment adviser, or other financial institution.
e. A cash balance or other property held for or due to the owner of a security as a replacement for or product of any security in any reinvestment account associated with such security or in any securities, brokerage, investment management, or custody account maintained with a securities broker or dealer, bank, or other depository institution, trust company, investment adviser, or other financial institution, whether or not credited to the account before the owner's death.
(11) STATE. Includes any state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, and any territory or possession subject to the legislative authority of the United States.
(Acts 1997, No. 97-703, p. 1451, §1; Act 2012-296, p. 635, §1.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-6/section-8-6-141/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 6 - Uniform Transfer on Death Security Registration Act.›Section 8-6-141 - Registration - Beneficiary Form.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 6 - Uniform Transfer on Death Security Registration Act. › Section 8-6-141 - Registration - Beneficiary Form.
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Section 8-6-141
Registration - Beneficiary form.
Only individuals whose registration of a security shows sole ownership by one individual or multiple ownership by two or more with right of survivorship, rather than as tenants in common, may obtain registration in beneficiary form. Multiple owners of a security registered in beneficiary form hold as joint tenants with right of survivorship, as tenants by the entireties, or as owners of community property held in survivorship form, and not as tenants in common.
(Acts 1997, No. 97-703, p. 1451, §2.)
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https://law.justia.com/codes/alabama/title-8/chapter-6/article-6/section-8-6-142/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 8 - Commercial Law and Consumer Protection.›Chapter 6 - Securities.›Article 6 - Uniform Transfer on Death Security Registration Act.›Section 8-6-142 - Registration - Authorization.
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2023 Code of Alabama › Title 8 - Commercial Law and Consumer Protection. › Chapter 6 - Securities. › Article 6 - Uniform Transfer on Death Security Registration Act. › Section 8-6-142 - Registration - Authorization.
|
Section 8-6-142
Registration - Authorization.
A security may be registered in beneficiary form if the form is authorized by this or a similar statute of the state of organization of the issuer or registering entity, the location of the registering entity's principal office, the office of its transfer agent or its office making the registration, or by this or a similar statute of the law of the state listed as the owner's address at the time of registration. A registration governed by the law of a jurisdiction in which this or similar legislation is not in force or was not in force when a registration in beneficiary form was made is nevertheless presumed to be valid and authorized as a matter of contract law.
(Acts 1997, No. 97-703, p. 1451, §3.)
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