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https://law.justia.com/codes/alabama/title-10a/chapter-1/article-7/division-d/section-10a-1-7-32/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 7 - Foreign Entities.›Division D - Business, Rights, and Obligations.›Section 10A-1-7.32 - Rights and Privileges.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division D - Business, Rights, and Obligations. › Section 10A-1-7.32 - Rights and Privileges.
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Section 10A-1-7.32
Rights and privileges.
A foreign entity with a registration under this article enjoys the same but no greater rights and privileges as the domestic entity to which it most closely corresponds.
(Act 2009-513, p. 967, §66; Act 2018-125, §3.)
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https://law.justia.com/codes/alabama/title-10a/chapter-1/article-7/division-d/section-10a-1-7-33/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 7 - Foreign Entities.›Division D - Business, Rights, and Obligations.›Section 10A-1-7.33 - Obligations and Liabilities.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division D - Business, Rights, and Obligations. › Section 10A-1-7.33 - Obligations and Liabilities.
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Section 10A-1-7.33
Obligations and liabilities.
Repealed by Act 2018-125, §7, effective January 1, 2019.
(Act 2009-513, p. 967, §66.)
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https://law.justia.com/codes/alabama/title-10a/chapter-1/article-7/division-d/section-10a-1-7-34/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 7 - Foreign Entities.›Division D - Business, Rights, and Obligations.›Section 10A-1-7.34 - Right of Foreign Entity to Participate in the Business of Certain Domestic Enti...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division D - Business, Rights, and Obligations. › Section 10A-1-7.34 - Right of Foreign Entity to Participate in the Business of Certain Domestic Entities.
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Section 10A-1-7.34
Right of foreign entity to participate in the business of certain domestic entities.
A vote cast or consent provided by a foreign entity with respect to its ownership or membership interest in a domestic entity of which the foreign entity is a lawful owner or member, and the foreign entity's participation in the management and control of the business and affairs of the domestic entity to the extent of the participation of other owners or members, are not invalidated if the foreign entity does not register to transact business in this state, subject to all law governing a domestic entity, including the antitrust law of this state.
(Act 2009-513, p. 967, §66; Act 2018-125, §3.)
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https://law.justia.com/codes/alabama/title-10a/chapter-1/article-7/division-d/section-10a-1-7-35/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 7 - Foreign Entities.›Division D - Business, Rights, and Obligations.›Section 10A-1-7.35 - Out of State Business or Property of Foreign Entity Not Subject to Control or R...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division D - Business, Rights, and Obligations. › Section 10A-1-7.35 - Out of State Business or Property of Foreign Entity Not Subject to Control or Regulation.
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Section 10A-1-7.35
Out of state business or property of foreign entity not subject to control or regulation.
(a) The public interest lying in the promotion of business and industry in this state, it is the intent of the Legislature and declared to be the policy of the State of Alabama by passage of this section to promote and encourage industry and business in Alabama and specifically to induce the location within this state of the principal administrative office, principal distribution or manufacturing plant or principal place of business of foreign entities engaged in manufacturing, industrial, commercial, business, transportation, utility, public service, and research enterprises. This section shall be liberally construed in conformity with this intention.
(b) When a foreign entity that transacts only a portion of its business in this state has located, or is in the process of locating, its principal administrative office, its principal distribution or manufacturing plant or its principal place of business in this state, the authority, jurisdiction or power conferred by any law of this state on any agency, commission, department, or instrumentality of the state to control or regulate the foreign entity, its business, property, securities, or obligations shall not be deemed to apply to, and shall not be exercised with respect to, that portion of its business transacted or its property located without the state nor to the securities or obligations of the foreign entity; provided that nothing contained in this section shall be construed to repeal, alter, or modify any of the provisions of Title 8 relating to securities.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.11; amended and renumbered by Act 2009-513, p. 967, §67.)
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https://law.justia.com/codes/alabama/title-10a/chapter-1/article-7/division-d/section-10a-1-7-36/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 7 - Foreign Entities.›Division D - Business, Rights, and Obligations.›Section 10A-1-7.36 - Right of Eminent Domain.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division D - Business, Rights, and Obligations. › Section 10A-1-7.36 - Right of Eminent Domain.
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Section 10A-1-7.36
Right of eminent domain.
Foreign entities that have complied with the constitution and laws of this state as to transacting business in this state shall have the same right of eminent domain and the same remedies for enforcing the rights as domestic entities of like kind and character possess.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.12; amended and renumbered by Act 2009-513, p. 967, §67; Act 2018-125, §3.)
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https://law.justia.com/codes/alabama/title-10a/chapter-1/article-7/division-d/section-10a-1-7-37/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 7 - Foreign Entities.›Division D - Business, Rights, and Obligations.›Section 10A-1-7.37 - Extension of Lines, Tracks, Ways, or Works Into State.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division D - Business, Rights, and Obligations. › Section 10A-1-7.37 - Extension of Lines, Tracks, Ways, or Works Into State.
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Section 10A-1-7.37
Extension of lines, tracks, ways, or works into state.
Any foreign entity which has complied with the constitution and laws of this state for transacting business in this state and which is engaged in constructing or operating a streetcar, electric light, telegraph, telephone or power lines, pipelines, or works in an adjoining state may extend its lines, tracks, ways, pipelines, or works into this state and connect with other lines, pipelines, ways or works of similar or like character and, for that purpose, may have and exercise the same rights, privileges, immunities and remedies as to right of eminent domain and condemnation proceedings as are had and exercised by domestic entities engaged in like or similar business.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.13; amended and renumbered by Act 2009-513, p. 967, §67; Act 2018-125, §3.)
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https://law.justia.com/codes/alabama/title-10a/chapter-1/article-7/division-e/section-10a-1-7-41/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 7 - Foreign Entities.›Division E - Miscellaneous Provisions.›Section 10A-1-7.41 - Applicability of This Title to Certain Foreign Entities.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division E - Miscellaneous Provisions. › Section 10A-1-7.41 - Applicability of This Title to Certain Foreign Entities.
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Section 10A-1-7.41
Applicability of this title to certain foreign entities.
(a) Except as otherwise provided by a statute described by this subsection, the provisions of this title governing a foreign entity apply to a foreign entity registered or granted authority to transact business in this state under:
(1) a special statute that does not contain a provision regarding a matter provided for by this title with respect to a foreign entity; or
(2) another statute that specifically provides that the general law for the granting of a registration or certificate of authority to the foreign entity to transact business in this state supplements the special statute.
(b) Except as otherwise provided by a special statute described by subsection (a), a document required to be filed with the Secretary of State under the special statute must be signed and filed in accordance with Article 4.
(Act 2009-513, p. 967, §69.)
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https://law.justia.com/codes/alabama/title-10a/chapter-1/article-8/section-10a-1-8-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 8 - Conversions and Mergers.›Section 10A-1-8.01 - Conversion of Business and Nonprofit Entities.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 8 - Conversions and Mergers. › Section 10A-1-8.01 - Conversion of Business and Nonprofit Entities.
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Section 10A-1-8.01
Conversion of business and nonprofit entities.
(a) A conversion of an entity may be accomplished as provided in this section:
(1) CORPORATIONS.
a. The terms and conditions of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter 2A. If the governing documents provide for approval of a conversion by less than all of a corporation's stockholders, approval of the conversion shall constitute corporate action subject to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to a general or limited partnership may be effected without the consent in writing of each stockholder who will have personal liability with respect to the converted entity, notwithstanding any provision in the governing documents of the converting corporation providing for less than unanimous stockholder approval for the conversion.
b. The terms and conditions of a plan of conversion of a nonprofit corporation must be approved by all the nonprofit corporation's members entitled to vote thereon, if it is a nonprofit corporation with members with voting rights, or as otherwise provided in the nonprofit corporation's governing documents; but in no case may the governing documents provide for approval by less than a majority of the members entitled to vote thereon. If the converting nonprofit corporation has no members, or no members entitled to vote thereon, the terms and conditions of the plan of conversion must be approved by a unanimous vote of the board of directors of the converting nonprofit corporation, or as otherwise provided in the governing documents; but in no case may the governing documents provide for approval by less than a majority of the board of directors.
(2) LIMITED PARTNERSHIPS, INCLUDING LIMITED LIABILITY LIMITED PARTNERSHIPS. The terms and conditions of a plan of conversion of a limited partnership must be approved by all of the partners or as otherwise provided in the partnership agreement. No conversion of a limited partnership to a general partnership may be effected without the consent in writing of each limited partner who will have personal liability with respect to the converted entity, notwithstanding any provision in the limited partnership agreement of the converting limited partnership providing for approval of the conversion by less than all partners.
(3) LIMITED LIABILITY COMPANIES. The terms and conditions of a plan of conversion of a limited liability company must be approved by all of the limited liability company's members or as otherwise provided in the limited liability company's governing documents. No conversion of a limited liability company to a general or limited partnership may be effected without the consent in writing of each member who will have personal liability with respect to the converted entity, notwithstanding any provision in the governing documents of the converting limited liability company providing for less than unanimous member approval for the conversion.
(4) GENERAL PARTNERSHIPS, INCLUDING LIMITED LIABILITY PARTNERSHIPS. The terms and conditions of a plan of conversion of a general partnership must be approved by all of the partners or as otherwise provided in the partnership agreement. No conversion of a limited liability partnership to a general or limited partnership may be effected without the consent in writing of each partner who will have personal liability with respect to the converted entity, notwithstanding any provision in the partnership agreement of the converting limited liability partnership providing for less than unanimous partner approval for the conversion. If a general partnership is the converting entity and that general partnership does not have an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, then that general partnership must, before proceeding with a conversion deliver to the Secretary of State for filing, a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership simultaneously with the delivery to the Secretary of State for filing, of a statement of conversion.
(5) REAL ESTATE INVESTMENT TRUST. The terms and conditions of a plan of conversion of a real estate investment trust must be approved by all of the trust's shareholders or as otherwise provided in the trust's declaration of trust; but in no case may the vote required for shareholder approval be set at less than a majority of all the votes entitled to be cast. No conversion of a real estate investment trust to a general or limited partnership may be effected without the consent in writing of each shareholder who will have personal liability with respect to the converted entity, notwithstanding any provision in the declaration of trust of the converting real estate investment trust providing for less than unanimous shareholder approval for the conversion.
(6) OTHER ENTITY. The terms and conditions of a plan of conversion of any entity not specified above must be approved by all owners of the converting entity. No conversion of any entity shall be effected without the consent in writing of any owner of the converting entity who has limited liability and who shall become an owner without limited liability protection of the converted entity.
(7) ENTITY WITHOUT OWNERS. If the converting entity does not have owners, the terms and conditions of the plan of conversion must be unanimously approved by the governing authority of the converting entity.
(b) The plan of conversion must be in writing, and:
(1) must include the following:
a. the name, type of entity, and mailing address of the principal office of the converting entity, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;
b. the name, type of entity, and mailing address of the principal office of the converted entity after conversion;
c. the terms and conditions of the conversion, including the manner and basis for converting interests in the converting entity into any combination of money, interests in the converted entity, and other consideration allowed in subsection (c); and
d. the organizational documents of the converted entity; and
(2) may include other provisions relating to the conversion not prohibited by law.
(c) In connection with a conversion, rights or securities of or interests in a converting entity may be exchanged for or converted into cash, property, or rights or securities of or interests in the converted entity, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another entity or may be cancelled.
(d) After a plan of conversion is approved and before the conversion takes effect, the plan may be amended or abandoned as provided in the plan, or if the plan does not provide for amendment or abandonment, in the same manner as required for the approval of the plan of conversion originally.
(e) After the conversion is approved pursuant to subsection (a):
(1) if the converting entity is a domestic entity, the converting entity shall deliver to the Secretary of State for filing, a statement of conversion, which must include:
a. the name, type of entity, and mailing address of the principal office of the converting entity, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;
b. the date of the filing of the certificate of formation of the converting entity, if any, and all prior amendments and the filing office or offices, if any, where such is filed;
c. a statement that the converting entity has been converted into the converted entity;
d. the name and type of entity of the converted entity and the jurisdiction of its governing statute;
e. the street and mailing address of the principal office of the converted entity;
f. the date the conversion is effective under the governing statute of the converted entity;
g. a statement that the conversion was approved as required by this chapter;
h. a statement that the conversion was approved as required by the governing statute of the converted entity;
i. a statement that a copy of the plan of conversion will be furnished by the converted entity, on request and without cost, to any owner of the converted or converting entity; and
j. if the converted entity is a foreign entity not authorized to conduct activities and affairs in this state, the street and mailing address of an office for the purposes of Section 10A-1-8.04(b); and
(2) if the converted entity is (I) a filing entity, the converting entity shall deliver to the Secretary of State for filing a certificate of formation or (II) a general partnership, the converting entity shall deliver to the Secretary of State for filing a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership, as applicable, which certificate of formation or statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, as applicable, must include, in addition to the information required in the chapter governing the certificate of formation of the converted entity, the following:
a. The name, mailing address of the principal office of, type of entity, and the jurisdiction of the governing statute of the converting entity and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;
b. A statement that the converting entity has been converted into the converted entity;
c. The filing office where the certificate of formation, if any, of the converting entity is filed and the date of the filing thereof;
d. If the converted entity is one in which one or more owners lack limited liability protection, a statement that each owner of the converting entity who is to become an owner without limited liability protection of the converted entity has consented in writing to the conversion as required by this section; and
e. A statement that the conversion was approved pursuant to this section and, if the converting entity is a foreign entity, that the conversion was approved as required by the governing statute of such foreign entity;
(3) if the converting entity is required pursuant to subsections (e)(2) and (3) to deliver to the Secretary of State for filing both (I) a statement of conversion and (II)(A) a certificate of formation, or (B) a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, as applicable, then the converting entity shall deliver the statement of conversion and the certificate of formation or the statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, as applicable, to the Secretary of State simultaneously; and
(4) if the converting entity is a general partnership and that partnership does not have an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, then the converting entity must deliver to the Secretary of State for filing, a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership simultaneously with the delivery to the Secretary of State for filing, of a statement of conversion.
(f) A conversion becomes effective:
(1) if the converted entity is a domestic filing entity, the effective date determined in accordance with Article 4 of this chapter; and
(2) if the converted entity is not a domestic filing entity, as provided by the governing statute of the converted entity.
(g) When a conversion becomes effective:
(1) all property and contract rights owned by the converting entity remain vested in the converted entity without transfer, reversion, or impairment, and the title to any property vested by deed or otherwise in the converting entity shall not revert or be in any way impaired by reason of the conversion;
(2) all debts, obligations, or other liabilities of the converting entity continue as debts, obligations, or other liabilities of the converted entity and neither the rights of creditors nor the liens upon the property of the converting entity shall be impaired by the conversion;
(3) an action or proceeding pending by or against the converting entity continues as if the conversion had not occurred and the name of the converted entity may, but need not, be substituted for the name of the converting entity in any pending action or proceeding;
(4) except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting entity remain vested in the converted entity;
(5) except as otherwise provided in the statement of conversion, the terms and conditions of the statement of conversion take effect;
(6) except as otherwise agreed, for all purposes of the laws of this state, the converting entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of the converting entity;
(7) for all purposes of the laws of this state, the rights, privileges, powers, interests in property, debts, liabilities, and duties of the converting entity, shall be the rights, privileges, powers, interests in property, debts, liabilities, and duties of the converted entity, and shall not be deemed as a consequence of the conversion, to have been transferred to the converted entity;
(8) if the converted entity is a domestic entity, for all purposes of the laws of this state, the converted entity shall be deemed to be the same entity as the converting entity, and the conversion shall constitute a continuation of the existence of the converting entity in the form of the converted entity;
(9) if the converting entity is a domestic entity, the existence of the converted entity shall be deemed to have commenced on the date the converting entity commenced its existence in the jurisdiction in which the converting entity was first created, formed, organized, incorporated, or otherwise came into being;
(10) the conversion shall not affect the choice of law applicable to matters arising prior to conversion;
(11) if the Secretary of State has assigned a unique identifying number or other designation to the converting entity and (i) the converted entity is formed pursuant to the laws of this state, or (ii) the converted entity is, within 30 days after the effective date of the conversion, registered to transact business in this state, then that unique identifying number or other designation shall continue to be assigned to the converted entity; and
(12)a. An owner with limited liability protection remains liable, if at all, for an obligation incurred by the converting entity before the conversion takes effect only to the extent, if any, the owner would have been liable if the conversion had not occurred.
b. An owner with limited liability protection who becomes an owner without limited liability protection is liable for an obligation of the converted entity incurred after conversion to the extent provided for by the laws applicable to the converted entity.
(13) An owner without limited liability protection who as a result of a conversion becomes an owner of a converted entity with limited liability protection remains liable for an obligation incurred by the converting entity before the conversion takes effect only to the extent, if any, the owner would have been liable if the conversion had not occurred.
(h) If:
(1) the converting entity is a filing entity, a general partnership with an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, a foreign filing entity registered to transact business or not for profit activity in this state, or a qualified foreign limited liability partnership;
(2) the converted entity will be a filing entity, a general partnership with an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, a foreign filing entity registered to transact business or not for profit activity in this state, or a qualified foreign limited liability partnership;
(3) the name of the converting entity and the converted entity are to be the same, other than words, phrases, or abbreviations indicating the type of entity; and
(4) the name of the converted entity complies with Division A of Article 5 or Section 10A-1-7.07, as the case may be;
then, notwithstanding Division B of Article 5, no name reservation shall be required and the converted entity shall for all purposes of this title be entitled to utilize the name of the converting entity without any further action by the converting entity or the converted entity.
(i) A certified copy of the statement of conversion may be delivered to the office of the judge of probate in any county in which the converting entity owned real property, to be recorded without payment and without collection by the judge of probate of any deed or other transfer tax or fee. The judge of probate shall, however, be entitled to collect a filing fee of five dollars ($5). Any filing shall evidence chain of title, but lack of filing shall not affect the converted entity's title to the real property.
(Act 2000-211, p. 279, §2; §10-15-3; amended and renumbered by Act 2009-513, p. 967, §71; Act 2014-293, p. 1052, §1; Act 2018-125, §3; Act 2019-94, §2; Act 2020-73, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-1/article-8/section-10a-1-8-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 8 - Conversions and Mergers.›Section 10A-1-8.02 - Mergers of Entities.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 8 - Conversions and Mergers. › Section 10A-1-8.02 - Mergers of Entities.
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Section 10A-1-8.02
Mergers of entities.
(a) A merger of two or more entities, whether the other entity or entities are the same or another form of entity, may be accomplished as provided in this section.
(1) CORPORATIONS.
a. In the case of a corporation, other than a nonprofit corporation, that is a party to a merger, a plan of merger must be approved in accordance with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the governing documents of the corporation provide for approval of a merger by less than all of the corporation's stockholders, approval of the merger shall constitute corporate action subject to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation into a general or limited partnership may be effected without the consent in writing of each stockholder who will have personal liability with respect to the surviving entity, notwithstanding any provision in the governing documents of the corporation that is a party to the merger providing for less than unanimous stockholder approval for the conversion.
b. In the case of a nonprofit corporation that is a party to the merger, a plan of merger must be approved by all the nonprofit corporation's members entitled to vote thereon, if it is a nonprofit corporation with members with voting rights, or as otherwise provided in the nonprofit corporation's governing documents; but in no case may the governing documents provide for approval by less than a majority of the members entitled to vote thereon. If the nonprofit corporation has no members, or no members entitled to vote thereon, the plan of merger must be approved by a unanimous vote of the board of directors of the nonprofit corporation, except as otherwise provided in the governing documents; but in no case may the governing documents provide for approval by less than a majority of the board of directors.
(2) LIMITED PARTNERSHIPS. In the case of a limited partnership that is a party to the merger, a plan of merger must be approved in writing by all of the partners or as otherwise provided in the partnership agreement. No merger of a limited partnership with a general partnership in which the general partnership is the surviving entity may be effected without the consent in writing of each limited partner who will have personal liability with respect to the surviving entity, notwithstanding any provision in the limited partnership agreement of the merging limited partnership providing for approval of the merger by less than all partners.
(3) LIMITED LIABILITY COMPANIES. In the case of a limited liability company that is a party to the merger, a plan of merger must be approved in writing by all of the limited liability company's members or as otherwise provided in the limited liability company's governing documents. No merger of a limited liability company with a general or limited partnership that is the surviving entity may be effected without the consent in writing of each member who will have personal liability with respect to the surviving entity, notwithstanding any provision in the governing documents of the merging limited liability company providing for less than unanimous member approval for a merger.
(4) GENERAL PARTNERSHIPS, INCLUDING LIMITED LIABILITY PARTNERSHIPS. In the case of a general partnership that is a party to the merger, a plan of merger must be approved in writing by all of the partners or as otherwise provided in the partnership agreement. No merger of a limited liability partnership into a general or limited partnership may be effected without the consent in writing of each partner who will have personal liability with respect to the surviving entity, notwithstanding any provision in the partnership agreement of the limited liability partnership providing for less than unanimous partner approval for a merger. All general partnerships, other than a general partnership that is created pursuant to the merger, that are parties to a merger must have on file with the Secretary of State a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership prior to delivering the statement of merger to the Secretary of State for filing.
(5) REAL ESTATE INVESTMENT TRUST. In the case of a real estate investment trust that is a party to the merger, a plan of merger must be approved in writing by all of the trust's shareholders or as otherwise provided in the trust's declaration of trust, but in no case may the vote required for shareholder approval be set at less than a majority of all the votes entitled to be cast. No merger of a real estate investment trust with a general or limited partnership that is to be the surviving entity may be effected without the consent in writing of each shareholder who will have personal liability with respect to the surviving entity, notwithstanding any provision in the declaration of trust of the converting real estate investment trust providing for less than unanimous shareholder approval for the merger.
(6) OTHER ENTITY. In the case of an entity other than a corporation, limited partnership, limited liability company, general partnership, or real estate investment trust that is a party to the merger, a plan of merger must be approved in writing by all owners of the entity. No merger of any entity shall be effected without the consent in writing of any owner who has limited liability as an owner of an entity party to the merger, and who will have personal liability with respect to the surviving entity.
(b) The plan of merger must be in writing, and:
(1) must include the following:
a. the name, type of entity, and mailing address of the principal office of each entity that is a party to the merger, the jurisdiction of the governing statute of each entity that is a party to the merger, and the respective unique identifying number or other designation as assigned by the Secretary of State, if any, of each entity that is a party to the merger;
b. the name, type of entity, and mailing address of the principal office of the surviving entity and, if the surviving entity is to be created pursuant to the merger, the surviving entity's organizational documents;
c. the terms and conditions of the merger, including the manner and basis for converting the interests in each entity that is a party to the merger into any combination of money, interests in the surviving entity, and other consideration as allowed by subsection (c); and
d. if the surviving entity is not to be created pursuant to the merger, any amendments to be made by the merger to the surviving entity's organizational documents; and
(2) may include other provisions relating to the merger not prohibited by law.
(c) In connection with a merger, rights or securities of or interests in a merged entity may be exchanged for or converted into cash, property, or rights or securities of or interests in the surviving entity, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another entity or may be cancelled.
(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan, or if the plan does not provide for amendment or abandonment, in the same manner as required for the approval of the plan of merger originally.
(e) After each entity has approved the plan of merger, the entities must deliver to the Secretary of State for filing a statement of merger signed on behalf of each entity as provided by its governing statute which must include:
(1) the name, type of entity, and mailing address of the principal office of each entity that is a party to the merger, the jurisdiction of the governing statute of each entity that is a party to the merger, and the respective unique identifying number or other designation as assigned by the Secretary of State, if any, of each entity that is a party to the merger;
(2) the name, type of entity, and mailing address of the principal office of the surviving entity, the unique identifying number or other designation as assigned by the Secretary of State, if any, of the surviving entity, the jurisdiction of the governing statute of the surviving entity, and, if the surviving entity is created pursuant to the merger, a statement to that effect;
(3) for each entity other than a general partnership, the date of the filing of the certificate of formation, if any, and all prior amendments and the filing office or offices, if any, where such is filed;
(4) for each general partnership, the date of the filing of the statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, if any, and all prior amendments and the filing office or offices, if any, where such is filed;
(5) the date the merger is effective under the governing statute of the surviving entity;
(6) if the surviving entity is to be created pursuant to the merger, (i) if it will be a filing entity, its certificate of formation; or (ii) if it will be a non-filing entity, any document that creates the entity that is required to be in a public writing or in the case of a general partnership, its statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, as applicable;
(7) if the surviving entity is a domestic entity that exists before the merger, any amendments provided for in the plan of merger for the organizational documents that created the domestic entity that are required to be in a public writing, or in the case of a general partnership, its statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, as applicable;
(8) a statement as to each entity that the merger was approved as required by the entity's governing statute;
(9) a statement that a copy of the plan of merger will be furnished by the surviving entity, on request and without cost, to any owner of any entity which is a party to the merger;
(10) if the surviving entity is a foreign entity not authorized to conduct activities and affairs in this state, the street and mailing address of an office for the purposes of Section 10A-1-8.04; and
(11) any additional information required by the governing statute of any entity that is a party to the merger.
(f) Prior to the statement of merger being delivered for filing to the Secretary of State in accordance subsection (e), all parties to the merger that are general partnerships, other than a general partnership that is created pursuant to the merger, must have on file with the Secretary of State a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership.
(g) If all of the entities that are parties to the merger are domestic entities, the merger becomes effective on the effective date determined in accordance with Article 4. If one or more parties to the merger is a foreign entity, or a foreign entity created by the merger is the surviving entity, the merger shall become effective at the later of:
(1) when all documents required to be filed in foreign jurisdictions to effect the merger have become effective, or
(2) the effective date determined in accordance with Article 4.
(h) When a merger becomes effective:
(1) the surviving entity continues or, in the case of a surviving entity created pursuant to the merger, comes into existence;
(2) each entity that merges into the surviving entity ceases to exist as a separate entity;
(3) except as provided in the plan of merger, all property owned by, and every contract right possessed by, each merging entity that ceases to exist vests in the surviving entity without transfer, reversion, or impairment and the title to any property and contract rights vested by deed or otherwise in the surviving entity shall not revert, be in any way impaired, or be deemed to be a transfer by reason of the merger;
(4) all debts, obligations, and other liabilities of each merging entity, other than the surviving entity, are debts, obligations, and liabilities of the surviving entity, and neither the rights of creditors, nor any liens upon the property of any entity that is a party to the merger, shall be impaired by the merger;
(5) an action or proceeding, pending by or against any merging entity that ceases to exist continues as if the merger had not occurred and the name of the surviving entity may, but need not be substituted in any pending proceeding for the name of any merging entity whose separate existence ceased in the merger;
(6) except as prohibited by law other than this chapter or as provided in the plan of merger, all the rights, privileges, franchises, immunities, powers, and purposes of each merging entity, other than the surviving entity, vest in the surviving entity;
(7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(8) except as otherwise agreed, if a merged entity ceases to exist, the merger does not dissolve the merged entity;
(9) if the surviving entity is created pursuant to the merger:
(i) if it is a general partnership, the statement of partnership, statement of not for profit partnership, or statement of limited liability partnership becomes effective; or
(ii) if it is an entity other than a partnership, the organizational documents that create the entity become effective;
(10) the interests in a merging entity that are to be converted in accordance with the terms of the merger into interests, obligations, rights to acquire interests, cash, other property, or any combination of the foregoing, are converted as provided in the plan of merger, and the former holders of interests are entitled only to the rights provided to them by those terms or to any appraisal or dissenters' rights they may have under the governing statute governing the merging entity;
(11) if the surviving entity exists before the merger:
(i) except as provided in the plan of merger, all the property and contract rights of the surviving entity remain its property and contract rights without transfer, reversion, or impairment;
(ii) the surviving entity remains subject to all its debts, obligations, and other liabilities; and
(iii) except as provided by law other than this chapter or the plan of merger, the surviving entity continues to hold all of its rights, privileges, franchises, immunities, powers, and purposes.
(12) Service of process in an action or proceeding against a surviving foreign entity to enforce an obligation of a domestic entity that is a party to a merger may be made by registered mail addressed to the surviving entity at the address set forth in the statement of merger or by any method provided by the Alabama Rules of Civil Procedure. Any notice or demand required or permitted by law to be served on a domestic entity may be served on the surviving foreign entity by registered mail addressed to the surviving entity at the address set forth in the statement of merger or in any other manner similar to the procedure provided by the Alabama Rules of Civil Procedure for the service of process.
(13)a. An owner of an entity with limited liability protection remains liable, if at all, for an obligation incurred prior to the merger by an entity that ceases to exist as a result of the merger only to the extent, if any, that the owner would have been liable under the laws applicable to owners of the form of entity that ceased to exist if the merger had not occurred.
b. An owner with limited liability protection who, as a result of the merger, becomes an owner without limited liability protection of the surviving entity is liable for an obligation of the surviving entity incurred after merger to the extent provided for by the laws applicable to the surviving entity.
(14) An owner without limited liability protection of an entity that ceases to exist as a result of a merger and who as a result of the merger becomes an owner of a surviving entity with limited liability protection remains liable for an obligation of the entity that ceases to exist incurred before the merger takes effect only to the extent, if any, that the owner would have been liable if the merger had not occurred.
(i) A certified copy of the statement of merger required to be filed under this section may be filed in the real estate records in the office of the judge of probate in any county in which any merged entity owned real property, without payment and without collection by the judge of probate of any deed or other transfer tax or fee. The judge of probate, however, shall be entitled to collect a filing fee of five dollars ($5). Any such filing shall evidence chain of title, but lack of filing shall not affect the surviving entity's title to such real property.
(Act 2000-211, p. 279, §3; §10-15-4; amended and renumbered by Act 2009-513, p. 967, §71; Act 2014-293, p. 1052, §1; Act 2018-125, §3; Act 2019-94, §2; Act 2020-73, §7.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 8 - Conversions and Mergers.›Section 10A-1-8.03 - Nonexclusive Application of Article.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 8 - Conversions and Mergers. › Section 10A-1-8.03 - Nonexclusive Application of Article.
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Section 10A-1-8.03
Nonexclusive application of article.
This article is not exclusive. This article does not preclude any entity from being converted or merged under law other than this chapter.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-908; amended and renumbered by Act 2009-513, p. 967, §71; Act 2018-125, §3.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 8 - Conversions and Mergers.›Section 10A-1-8.04 - Merger With or Conversion From a Foreign Entity.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 8 - Conversions and Mergers. › Section 10A-1-8.04 - Merger With or Conversion From a Foreign Entity.
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Section 10A-1-8.04
Merger with or conversion from a foreign entity.
(a) One or more foreign entities may merge with one or more domestic entities in accordance with Section 10A-1-8.02, and a foreign entity may convert to a domestic entity, or a domestic entity may convert to a foreign entity in accordance with Section 10A-1-8.01 only if:
(1) The merger or conversion is permitted by the law of the state or country under whose law each foreign entity is formed and each foreign entity complies with that law in effecting the merger or conversion.
(2) In the case of a conversion, the foreign entity complies with the requirements of Section 10A-1-8.01.
(3) In the case of a merger, the foreign entity complies with the requirements of Section 10A-1-8.02.
(b) Upon the merger or conversion taking effect, the surviving foreign entity of a merger and the foreign converted entity in a conversion is deemed:
(1) To consent that service of process in a proceeding to enforce any obligation or any appraisal or dissenter's rights of owners of each domestic entity a party to the merger or conversion may be made by registered mail addressed to the surviving or converted entity at the address set forth in the statement of merger or statement of conversion, as the case may be, or by any method provided by the Alabama Rules of Civil Procedure. Any notice or demand required or permitted by law to be served on the domestic entity may be served on the surviving or converted foreign entity by registered mail addressed to the surviving or converted entity at the address set forth in the plan of merger or statement of conversion, as the case may be, or in any other manner similar to the procedure provided by the Alabama Rules of Civil Procedure for the service of process;
(2) To consent to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which a converting or merging entity is liable if, before the conversion or merger, the converting or merging entity was subject to suit in this state on the debt, obligation, or other liability. If the foreign entity fails to designate or maintain a registered agent, or the designated registered agent cannot with reasonable diligence be served, then service of process on that foreign entity for the purposes of enforcing a debt, obligation, or other liability under this subsection may be made in the same manner and has the same consequences as provided in Section 10A-1-5.35; and
(3) To agree that it will promptly pay to dissenting owners with appraisal or dissenter's rights, of each domestic entity that is a party to the merger or conversion the amount, if any, to which they are entitled under Alabama law.
(Act 2000-211, p. 279, §5; §10-15-6; amended and renumbered by Act 2009-513, p. 967, §71; Act 2014-293, p. 1052, §1; Act 2019-94, §2.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 9 - Winding Up and Termination of Domestic Entity.›Division A - General Provisions.›Section 10A-1-9.01 - Applicability of This Article to Certain Entities.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 9 - Winding Up and Termination of Domestic Entity. › Division A - General Provisions. › Section 10A-1-9.01 - Applicability of This Article to Certain Entities.
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Section 10A-1-9.01
Applicability of this article to certain entities.
This article does not apply to business corporations, limited liability companies, general partnerships, and limited partnerships.
(Act 2018-125, §5; Act 2019-94, §2.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 9 - Winding Up and Termination of Domestic Entity.›Division A - General Provisions.›Section 10A-1-9.02 - Definitions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 9 - Winding Up and Termination of Domestic Entity. › Division A - General Provisions. › Section 10A-1-9.02 - Definitions.
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Section 10A-1-9.02
Definitions.
In this article, the following terms have the following meanings:
(1) CLAIM. A right to payment, damages, or property, whether liquidated or unliquidated, accrued or contingent, matured or unmatured.
(2) WINDING UP. The process of winding up the business and affairs of a domestic entity as a result of the occurrence of an event requiring winding up.
(Act 2009-513, p. 967, §73; §10A-1-9.01 renumbered by Act 2018-125, §4.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 9 - Winding Up and Termination of Domestic Entity.›Division B - Winding Up of Domestic Entity.›Section 10A-1-9.11 - Event Requiring Winding Up of Domestic Entity.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 9 - Winding Up and Termination of Domestic Entity. › Division B - Winding Up of Domestic Entity. › Section 10A-1-9.11 - Event Requiring Winding Up of Domestic Entity.
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Section 10A-1-9.11
Event requiring winding up of domestic entity.
The dissolution of a domestic entity shall be as specified in the chapter of this title applicable to the entity.
(Act 2009-513, p. 967, §75.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 9 - Winding Up and Termination of Domestic Entity.›Division B - Winding Up of Domestic Entity.›Section 10A-1-9.12 - Winding Up Procedures.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 9 - Winding Up and Termination of Domestic Entity. › Division B - Winding Up of Domestic Entity. › Section 10A-1-9.12 - Winding Up Procedures.
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Section 10A-1-9.12
Winding up procedures.
(a) As soon as reasonably practicable after a domestic entity is dissolved, the domestic entity shall:
(1) cease to carry on its business, except to the extent necessary to wind up its business;
(2) collect and sell its property to the extent the property is not to be distributed in kind to the domestic entity's owners or members; and
(3) perform any other act required to wind up its business and affairs.
(b) During the winding up process, the domestic entity may prosecute or defend a civil, criminal, or administrative action and perform any other act appropriate to wind up its business and affairs, including sending notice of the winding up to known claimants or publishing notice of the winding up to unknown claimants.
(Act 2009-513, p. 967, §75.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 9 - Winding Up and Termination of Domestic Entity.›Division C - Provisions for Known and Unknown Claims.›Section 10A-1-9.21 - Known Claims Against Dissolved Domestic Entity.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 9 - Winding Up and Termination of Domestic Entity. › Division C - Provisions for Known and Unknown Claims. › Section 10A-1-9.21 - Known Claims Against Dissolved Domestic Entity.
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Section 10A-1-9.21
Known claims against dissolved domestic entity.
(a) A dissolved domestic entity may dispose of the known claims against it by following the procedure described in subsection (b) at any time after the effective date of the dissolution of that dissolved domestic entity.
(b) A dissolved domestic entity shall give notice of the dissolution in writing to the holder of any known claim. The notice must:
(1) Identify the dissolved domestic entity;
(2) Describe the information required to be included in a claim;
(3) Provide a mailing address to which the claim is to be sent;
(4) State the deadline, which may not be fewer than 120 days from the effective date of the notice, by which the dissolved domestic entity must receive the claim; and
(5) State that if not sooner barred, the claim will be barred if not received by the deadline.
(c) Unless sooner barred by any other statute limiting actions, a claim against a dissolved domestic entity is barred:
(1) If a claimant who was given notice under subsection (b) does not deliver the claim to the dissolved domestic entity by the deadline;
(2) If a claimant whose claim was rejected by the dissolved domestic entity does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.
(d) For purposes of this section, "known claim" or "claim" includes unliquidated claims but does not include a contingent liability that has not matured so that there is no immediate right to bring suit, or a claim based on an event occurring after the effective date of dissolution.
(e) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.06; amended and renumbered by Act 2009-513, p. 967, §77; Act 2018-125, §6.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 9 - Winding Up and Termination of Domestic Entity.›Division C - Provisions for Known and Unknown Claims.›Section 10A-1-9.22 - Unknown Claims Against Dissolved Domestic Entity.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 9 - Winding Up and Termination of Domestic Entity. › Division C - Provisions for Known and Unknown Claims. › Section 10A-1-9.22 - Unknown Claims Against Dissolved Domestic Entity.
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Section 10A-1-9.22
Unknown claims against dissolved domestic entity.
(a) A dissolved domestic entity may publish notice of its dissolution and request that persons with claims against the dissolved domestic entity present them in accordance with the notice.
(b) The notice authorized by subsection (a) must:
(1) Be published at least one time in a newspaper of general circulation in the county in which the dissolved domestic entity's principal office is located, or, if it has none in this state, in the county in which the dissolved domestic entity's registered office, is or was last located;
(2) Describe the information that must be included in a claim and provide a mailing address to which the claim is to be sent; and
(3) State that if not sooner barred, a claim against the dissolved domestic entity will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice.
(c) If a dissolved domestic entity publishes a newspaper notice in accordance with subsection (b), unless sooner barred by any other statute limiting actions, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved domestic entity within two years after the publication date of the newspaper notice:
(1) A claimant who was not given notice under Section 10A-1-9.21;
(2) A claimant whose claim was timely sent to the dissolved domestic entity but not acted on by the dissolved domestic entity; and
(3) A claimant whose claim is contingent at the effective date of the dissolution of the dissolved domestic entity, or is based on an event occurring after the effective date of the dissolution of the dissolved domestic entity.
(d) A claim that is not barred under this section, any other statute limiting actions, or Section 10A-1-9.21 may be enforced:
(1) Against a dissolved domestic entity, to the extent of its undistributed assets; and
(2) If the assets of a dissolved domestic entity have been distributed after dissolution, against the person or persons owning ownership interests in the dissolved domestic entity to the extent of that person's proportionate share of the claim or of the assets of the dissolved domestic entity distributed to that person after dissolution, whichever is less, but a person's total liability for all claims under subsection (d) may not exceed the total amount of assets distributed to that person after dissolution of the dissolved domestic entity.
(e) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.
(f) If a claim has been satisfied, disposed of, or barred under Section 10A-1-9.21, this section, or other law, the person or persons designated to wind up the affairs of a dissolved domestic entity, and the owners of the ownership interests receiving assets from the dissolved domestic entity, shall not be liable for that claim.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.07; amended and renumbered by Act 2009-513, p. 967, §77; Act 2018-125, §6.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 9 - Winding Up and Termination of Domestic Entity.›Division D - Revocation and Reinstatement.›Section 10A-1-9.31 - Revocation of Voluntary Winding Up.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 9 - Winding Up and Termination of Domestic Entity. › Division D - Revocation and Reinstatement. › Section 10A-1-9.31 - Revocation of Voluntary Winding Up.
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Section 10A-1-9.31
Revocation of voluntary winding up.
(a) A domestic entity may revoke a voluntary decision to dissolve the entity by approval of the revocation in the manner and within the time specified in the chapter of this title governing the entity. If the chapter of this title does not specify a time within which a revocation must be made, revocation of a voluntary decision to dissolve must be made before winding up of the entity is complete.
(b) A domestic entity may continue its business following the revocation of a voluntary decision to wind up under subsection (a).
(Act 2009-513, p. 967, §79.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 9 - Winding Up and Termination of Domestic Entity.›Division D - Revocation and Reinstatement.›Section 10A-1-9.32 - Reinstatement.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 9 - Winding Up and Termination of Domestic Entity. › Division D - Revocation and Reinstatement. › Section 10A-1-9.32 - Reinstatement.
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Section 10A-1-9.32
Reinstatement.
In addition to the grounds for reinstating a dissolved entity pursuant to the chapter of this title applicable to the entity, if the chapter of this title applicable to the entity does not provide for reinstatement, the entity may be reinstated if the legal existence of the entity is necessary to:
(1) convey or assign property;
(2) settle or release a claim or liability;
(3) take an action; or
(4) sign an instrument or agreement.
(Act 2009-513, p. 967, §79.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 1 - General Provisions.›Division A - Short Title and Applicability.›Section 10A-2-1.01 - Short Title and Applicability.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 1 - General Provisions. › Division A - Short Title and Applicability. › Section 10A-2-1.01 - Short Title and Applicability.
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Section 10A-2-1.01
Short title and applicability.
Repealed by Act 2019-94, §3, effective January 1, 2021.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-1.01; amended and renumbered by Act 2009-513, p. 967, §81.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 1 - General Provisions.›Division B - Filing Instruments.›Section 10A-2-1.20 - Filing Instruments.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 1 - General Provisions. › Division B - Filing Instruments. › Section 10A-2-1.20 - Filing Instruments.
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Section 10A-2-1.20
Filing instruments.
Repealed by Act 2019-94, §3, effective January 1, 2021.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-1.20; amended and renumbered by act 2009-513, p. 967, §83.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 1 - General Provisions.›Division B - Filing Instruments.›Section 10A-2-1.21 - Filing Fees.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 1 - General Provisions. › Division B - Filing Instruments. › Section 10A-2-1.21 - Filing Fees.
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Section 10A-2-1.21
Filing fees.
Repealed by Act 2019-94, §3, effective January 1, 2021.
(Act 2009-513, p. 967, §84.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 1 - General Provisions.›Division C›Section 10A-2-1.40 - Definitions Applicable to Business Corporations.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 1 - General Provisions. › Division C › Section 10A-2-1.40 - Definitions Applicable to Business Corporations.
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Section 10A-2-1.40
Definitions applicable to business corporations.
Repealed by Act 2019-94, §3, effective January 1, 2021.
(Acts 1994, No. 94-245, p. 343, §1; Acts 1995, No. 95-255, p. 427, §1; Act 2006-564, p. 1307, §3; §10-2B-1.40; amended and renumbered by Act 2009-513, p. 967, §87.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-1/division-c/section-10a-2-1-41/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 1 - General Provisions.›Division C›Section 10A-2-1.41 - Notice.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 1 - General Provisions. › Division C › Section 10A-2-1.41 - Notice.
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Section 10A-2-1.41
Notice.
Repealed by Act 2019-94, §3, effective January 1, 2021.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-1.41; amended and renumbered by Act 2009-513, p. 967, §87.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-2/section-10a-2-2-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 2 - Formation and Governing Documents.›Section 10A-2-2.01 - Incorporators.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 2 - Formation and Governing Documents. › Section 10A-2-2.01 - Incorporators.
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Section 10A-2-2.01
Incorporators.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
One or more persons may act as the incorporator or incorporators of a corporation by signing and delivering articles of incorporation to the judge of probate of the county in which the corporation is to have its initial registered office for filing.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.01; amended and renumbered by Act 2009-513, p. 967, §89.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-2/section-10a-2-2-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 2 - Formation and Governing Documents.›Section 10A-2-2.02 - Supplemental Provisions Required or Permitted in Articles of Incorporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 2 - Formation and Governing Documents. › Section 10A-2-2.02 - Supplemental Provisions Required or Permitted in Articles of Incorporation.
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Section 10A-2-2.02
Supplemental provisions required or permitted in articles of incorporation.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) In addition to the information required to be set forth in a certificate of formation by Section 10A-1-3.05, articles of incorporation of a corporation formed under this chapter must set forth:
(1) The number of shares the corporation is authorized to issue;
(2) The names and addresses of the individuals who are to serve as the initial directors; and
(3) The purpose or purposes for which the corporation is organized, which may be stated to be or to include the transaction of any lawful business for which corporations may be incorporated under this chapter.
(b) The articles of incorporation may set forth:
(1) Provisions not inconsistent with law regarding:
(i) Reservation to the shareholders of the right to adopt the initial bylaws of the corporation;
(ii) Managing the business and regulating the affairs of the corporation;
(iii) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders; or
(iv) A par value for authorized shares or classes of shares;
(2) Any provision that under this chapter is required or permitted to be set forth in the bylaws; and
(3) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for (A) the amount of a financial benefit received by a director to which he or she is not entitled; (B) an intentional infliction of harm on the corporation or the shareholders; (C) a violation of Section 10A-2-8.33; (D) an intentional violation of criminal law; or (E) a breach of the director's duty of loyalty to the corporation or its shareholders.
(c) The articles of incorporation need not set forth any of the corporate powers enumerated in Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.02; amended and renumbered by Act 2009-513, p. 967, §89.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-2/section-10a-2-2-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 2 - Formation and Governing Documents.›Section 10A-2-2.03 - Incorporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 2 - Formation and Governing Documents. › Section 10A-2-2.03 - Incorporation.
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Section 10A-2-2.03
Incorporation.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Upon the effectiveness of the filing of the articles of incorporation as provided in Sections 10A-1-4.11 and 10A-1-4.12, corporate existence begins.
(b) The judge of probate's filing of the articles of incorporation pursuant to Section 10A-1-4.02 is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.03; amended and renumbered by Act 2009-513, p. 967, §89.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-2/section-10a-2-2-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 2 - Formation and Governing Documents.›Section 10A-2-2.04 - Liability for Preincorporation Transactions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 2 - Formation and Governing Documents. › Section 10A-2-2.04 - Liability for Preincorporation Transactions.
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Section 10A-2-2.04
Liability for preincorporation transactions.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Any person purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, is liable for all liabilities created by so acting.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.04; amended and renumbered by Act 2009-513, p. 967, §89.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-2/section-10a-2-2-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 2 - Formation and Governing Documents.›Section 10A-2-2.05 - Organization of Corporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 2 - Formation and Governing Documents. › Section 10A-2-2.05 - Organization of Corporation.
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Section 10A-2-2.05
Organization of corporation.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) After incorporation the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, unless the power to adopt initial bylaws has been reserved to the shareholders in the articles of incorporation, and carrying on any other business brought before the meeting.
(b) An organization meeting may be held in or out of this state.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.05; amended and renumbered by Act 2009-513, p. 967, §89.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-2/section-10a-2-2-06/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 2 - Formation and Governing Documents.›Section 10A-2-2.06 - Bylaws.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 2 - Formation and Governing Documents. › Section 10A-2-2.06 - Bylaws.
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Section 10A-2-2.06
Bylaws.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The board of directors of a corporation shall adopt initial bylaws for the corporation unless the right to adopt the initial bylaws is reserved to the shareholders in the articles of incorporation.
(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.06; amended and renumbered by Act 2009-513, p. 967, §89.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-2/section-10a-2-2-07/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 2 - Formation and Governing Documents.›Section 10A-2-2.07 - Emergency Bylaws.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 2 - Formation and Governing Documents. › Section 10A-2-2.07 - Emergency Bylaws.
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Section 10A-2-2.07
Emergency bylaws.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:
(1) Procedures for calling a meeting of the board of directors;
(2) Quorum requirements for the meeting; and
(3) Designation of additional or substitute directors.
(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with emergency bylaws:
(1) Binds the corporation; and
(2) May not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.07; amended and renumbered by Act 2009-513, p. 967, §89.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-2/section-10a-2-2-08/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 2 - Formation and Governing Documents.›Section 10A-2-2.08 - Incorporation by Purchasers of Property or Franchise of Corporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 2 - Formation and Governing Documents. › Section 10A-2-2.08 - Incorporation by Purchasers of Property or Franchise of Corporation.
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Section 10A-2-2.08
Incorporation by purchasers of property or franchise of corporation.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
The purchaser or purchasers at any sale, public or private, of the property or franchises of any corporation, if not a corporation authorized by the laws of this state to purchase and hold the property of the corporation, may, within 30 days after the sale and conveyance, become incorporated under this chapter and the purchaser or purchasers may associate with himself or herself or themselves the requisite number of other persons to become incorporated. Upon the organization of the corporation and the conveyance to it of the property and franchises of the corporation by the purchaser or purchasers, the corporation shall become, and be entitled to, and shall have, hold and enjoy, all property rights and franchises.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.08; amended and renumbered by Act 2009-513, p. 967, §89.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 3 - Purposes and Powers.›Section 10A-2-3.01 - Purpose.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 3 - Purposes and Powers. › Section 10A-2-3.01 - Purpose.
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Section 10A-2-3.01
Purpose.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Corporations may be organized under this chapter for any lawful purpose.
(Act 2009-513, p. 967, §91.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-3/section-10a-2-3-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 3 - Purposes and Powers.›Section 10A-2-3.02 - General Powers.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 3 - Purposes and Powers. › Section 10A-2-3.02 - General Powers.
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Section 10A-2-3.02
General powers.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Unless its articles of incorporation provide otherwise, every corporation organized under this chapter has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, all entity powers provided in Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13.
(Act 2009-513, p. 967, §91.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-3/section-10a-2-3-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 3 - Purposes and Powers.›Section 10A-2-3.03 - Emergency Powers.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 3 - Purposes and Powers. › Section 10A-2-3.03 - Emergency Powers.
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Section 10A-2-3.03
Emergency powers.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may:
(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise:
(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practical manner, including by publication and radio; and
(2) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:
(1) Binds the corporation; and
(2) May not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-3.03; amended and renumbered by Act 2009-513, p. 967, §92.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-3/section-10a-2-3-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 3 - Purposes and Powers.›Section 10A-2-3.04 - Ultra Vires.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 3 - Purposes and Powers. › Section 10A-2-3.04 - Ultra Vires.
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Section 10A-2-3.04
Ultra vires.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b) A corporation's power to act may be challenged:
(1) In a proceeding by a shareholder against the corporation to enjoin the act;
(2) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
(3) In a proceeding by the Attorney General under Section 10A-2-14.30.
(c) In a shareholder's proceeding under subsection (b)(1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-3.04; amended and renumbered by Act 2009-513, p. 967, §92.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 6 - Shares and Distributions.›Division A - Shares.›Section 10A-2-6.01 - Authorized Shares.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division A - Shares. › Section 10A-2-6.01 - Authorized Shares.
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Section 10A-2-6.01
Authorized shares.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class, and, prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by Section 10A-2-6.02.
(b) The articles of incorporation must authorize (1) one or more classes of shares that together have unlimited voting rights, and (2) one or more classes of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.
(c) The articles of incorporation may authorize one or more classes of shares that:
(1) Have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this chapter or other law;
(2) Are redeemable or convertible as specified in the articles of incorporation: (i) at the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event; (ii) for cash, indebtedness, securities, or other property; (iii) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;
(3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative;
(4) Have preference over any other class of shares with respect to distributions whether upon the dissolution of the corporation or otherwise.
(d) The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) is not exhaustive.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.01; amended and renumbered by Act 2009-513, p. 967, §98.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 6 - Shares and Distributions.›Division A - Shares.›Section 10A-2-6.02 - Terms of Class or Series Determined by Board of Directors.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division A - Shares. › Section 10A-2-6.02 - Terms of Class or Series Determined by Board of Directors.
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Section 10A-2-6.02
Terms of class or series determined by board of directors.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) If the articles of incorporation so provide, and if the action is not inconsistent with the provisions of the Constitution of Alabama of 1901, as the same may be amended from time to time, the board of directors may determine, in whole or in part, the preferences, limitations, and relative rights, within the limits set forth in Section 10A-2-6.01, of: (1) any class of shares before the issuance of any shares of that class; or (2) one or more series within a class before the issuance of any shares of that series.
(b) Each series of a class must be given a distinguishing designation.
(c) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series, and except to the extent otherwise provided in the description of that series, with those of other series of the same class.
(d) Before issuing any shares of a class or series created under this section, the corporation must deliver to the judge of probate for filing articles of amendment which, except as required by the Constitution of Alabama of 1901, as the same may be amended from time to time, are effective without shareholder approval and constitute an amendment to the articles of incorporation. The articles shall set forth:
(1) The name of the corporation;
(2) The text of the amendment determining the terms of the class or series of shares;
(3) The date it was adopted; and
(4) A statement that the amendment was duly adopted by the board of directors.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.02; amended and renumbered by Act 2009-513, p. 967, §98.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 6 - Shares and Distributions.›Division A - Shares.›Section 10A-2-6.03 - Issued and Outstanding Shares.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division A - Shares. › Section 10A-2-6.03 - Issued and Outstanding Shares.
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Section 10A-2-6.03
Issued and outstanding shares.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled.
(b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) of this section and to Section 10A-2-6.40.
(c) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.03; amended and renumbered by Act 2009-513, p. 967, §98.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 6 - Shares and Distributions.›Division A - Shares.›Section 10A-2-6.04 - Fractional Shares.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division A - Shares. › Section 10A-2-6.04 - Fractional Shares.
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Section 10A-2-6.04
Fractional shares.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation may:
(1) Issue fractions of a share or pay in money the value of fractions of a share;
(2) Arrange for disposition of fractional shares by the shareholders;
(3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.
(b) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by Section 10A-1-3.42(c).
(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.
(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:
(1) That the scrip will become void if not exchanged for full shares before a specified date; and
(2) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.04; amended and renumbered by Act 2009-513, p. 967, §98.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-6/division-b/section-10a-2-6-20/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 6 - Shares and Distributions.›Division B - Issuance of Shares.›Section 10A-2-6.20 - Subscription for Shares Before Incorporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division B - Issuance of Shares. › Section 10A-2-6.20 - Subscription for Shares Before Incorporation.
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Section 10A-2-6.20
Subscription for shares before incorporation.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.
(b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may terminate the agreement and may sell the shares if the debt remains unpaid more than 10 days after the corporation sends written demand for payment to the subscriber.
(e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to Section 10A-2-6.21.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.20; amended and renumbered by Act 2009-513, p. 967, §100.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-6/division-b/section-10a-2-6-21/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 6 - Shares and Distributions.›Division B - Issuance of Shares.›Section 10A-2-6.21 - Issuance of Shares.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division B - Issuance of Shares. › Section 10A-2-6.21 - Issuance of Shares.
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Section 10A-2-6.21
Issuance of shares.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.
(b) The board of directors may authorize shares to be issued for consideration consisting of money, labor done or property actually received.
(c) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received before issuance for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.
(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid, and nonassessable.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.21; amended and renumbered by Act 2009-513, p. 967, §100.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-6/division-b/section-10a-2-6-22/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 6 - Shares and Distributions.›Division B - Issuance of Shares.›Section 10A-2-6.22 - Liability of Shareholders and Subscribers.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division B - Issuance of Shares. › Section 10A-2-6.22 - Liability of Shareholders and Subscribers.
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Section 10A-2-6.22
Liability of shareholders and subscribers.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement.
(b) Neither a subscriber nor a shareholder of a corporation is personally liable for the acts or debts of the corporation.
(c) A corporation may have a lien on the shares of its shareholders for any debt or liability incurred to it by the shareholders before notice or transfer of or levy on the shares, if the right to a lien is provided for in the articles of incorporation and is recited conspicuously on its certificates for shares of stock.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.22; amended and renumbered by Act 2009-513, p. 967, §100.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-6/division-b/section-10a-2-6-23/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 6 - Shares and Distributions.›Division B - Issuance of Shares.›Section 10A-2-6.23 - Share Dividends.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division B - Issuance of Shares. › Section 10A-2-6.23 - Share Dividends.
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Section 10A-2-6.23
Share dividends.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.
(b) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless (1) the articles of incorporation so authorize, (2) a majority of the votes entitled to be cast by the class or series to be issued approve the issue, or (3) there are no outstanding shares of the class or series to be issued.
(c) An issuance of shares under this section must also meet the requirements of the Constitution of Alabama of 1901, as the same may be amended from time to time.
(d) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.23; amended and renumbered by Act 2009-513, p. 967, §100.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-6/division-b/section-10a-2-6-24/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 6 - Shares and Distributions.›Division B - Issuance of Shares.›Section 10A-2-6.24 - Share Options.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division B - Issuance of Shares. › Section 10A-2-6.24 - Share Options.
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Section 10A-2-6.24
Share options.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Subject to requirements of the Constitution of Alabama of 1901, as the same may be amended from time to time, a corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for which the shares are to be issued.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.24; amended and renumbered by Act 2009-513, p. 967, §100.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-6/division-b/section-10a-2-6-25/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 6 - Shares and Distributions.›Division B - Issuance of Shares.›Section 10A-2-6.25 - Corporate Shares as Personal Property; Transferability.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division B - Issuance of Shares. › Section 10A-2-6.25 - Corporate Shares as Personal Property; Transferability.
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Section 10A-2-6.25
Corporate shares as personal property; transferability.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Shares or interests in the stock of corporations are personal property, transferable on the books of the corporation in the manner provided by law.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.25; amended and renumbered by Act 2009-513, p. 967, §100.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-6/division-b/section-10a-2-6-27/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 6 - Shares and Distributions.›Division B - Issuance of Shares.›Section 10A-2-6.27 - Restriction on Transfer of Shares and Other Securities.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division B - Issuance of Shares. › Section 10A-2-6.27 - Restriction on Transfer of Shares and Other Securities.
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Section 10A-2-6.27
Restriction on transfer of shares and other securities.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder including an executor, administrator, trustee, guardian, conservator or other fiduciary entrusted with like responsibility for the person or estate of the holder, provided the restriction is authorized by this section and, as provided by Section 10A-1-3.42(d), its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by Section 10A-1-3.45. Even if not so noted, a restriction is enforceable against a person with actual knowledge of the restriction.
(c) A restriction on the transfer or registration of transfer of shares is authorized:
(1) To maintain the corporation's status when it is dependent on the number or identity of its shareholders; or
(2) To preserve exemptions under federal or state securities law; or
(3) For any other reasonable purpose.
(d) A restriction on the transfer or registration of transfer of shares may include, but shall not be limited to, a restriction that:
(1) Obligates the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;
(2) Obligates the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;
(3) Requires the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable;
(4) Prohibits the transfer or registration of the restricted shares to or in the name of designated persons or classes of persons, if the prohibition is not manifestly unreasonable; or
(5) Requires the corporation to refuse to transfer the shares.
(e) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
(Acts 1994, No. 94-245, p. 343, §1; Acts 1996, No. 96-742, p. 1241, §6; §10-2B-6.27; amended and renumbered by Act 2009-513, p. 967, §102.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-6/division-b/section-10a-2-6-28/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 6 - Shares and Distributions.›Division B - Issuance of Shares.›Section 10A-2-6.28 - Expense of Issue.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division B - Issuance of Shares. › Section 10A-2-6.28 - Expense of Issue.
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Section 10A-2-6.28
Expense of issue.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.28; amended and renumbered by Act 2009-513, p. 967, §102.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-6/division-c/section-10a-2-6-30/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 6 - Shares and Distributions.›Division C - Subsequent Acquisition of Shares by Shareholders and Corporation.›Section 10A-2-6.30 - Shareholders' Preemptive Rights.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division C - Subsequent Acquisition of Shares by Shareholders and Corporation. › Section 10A-2-6.30 - Shareholders' Preemptive Rights.
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Section 10A-2-6.30
Shareholders' preemptive rights.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The shareholders of a corporation have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation otherwise provide.
(b) The following principles govern a shareholder's preemptive rights under this section, except to the extent the articles of incorporation expressly provide otherwise:
(1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them.
(2) A shareholder may waive his or her preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.
(3) There is no preemptive right with respect to:
(i) Shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;
(ii) Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates; or
(iii) Shares sold otherwise than for money.
(4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class.
(5) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.
(6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders' preemptive rights.
(c) For purposes of this section, "shares" include a security convertible into or carrying a right to subscribe for or acquire shares.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.30; amended and renumbered by Act 2009-513, p. 967, §104.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-6/division-c/section-10a-2-6-31/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 6 - Shares and Distributions.›Division C - Subsequent Acquisition of Shares by Shareholders and Corporation.›Section 10A-2-6.31 - Corporation's Acquisition of Its Own Shares.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division C - Subsequent Acquisition of Shares by Shareholders and Corporation. › Section 10A-2-6.31 - Corporation's Acquisition of Its Own Shares.
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Section 10A-2-6.31
Corporation's acquisition of its own shares.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Except as otherwise provided in its articles of incorporation, a corporation may acquire its own shares. Unless the articles of incorporation prohibit their reissuance, shares so acquired shall constitute treasury shares.
(b) If the articles of incorporation prohibit the reissuance of acquired shares, the reacquisition of the shares shall effect a cancellation of them. A statement of cancellation as to the shares shall be filed as provided in Section 10A-2-6.32. The filing of a statement of cancellation with respect to the shares shall constitute an amendment to the corporation's articles of incorporation reducing the number of shares of the class of shares so canceled that the corporation is authorized to issue by the number of shares so canceled.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.31; amended and renumbered by Act 2009-513, p. 967, §104.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-6/division-c/section-10a-2-6-32/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 6 - Shares and Distributions.›Division C - Subsequent Acquisition of Shares by Shareholders and Corporation.›Section 10A-2-6.32 - Cancellation of Reacquired Shares.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division C - Subsequent Acquisition of Shares by Shareholders and Corporation. › Section 10A-2-6.32 - Cancellation of Reacquired Shares.
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Section 10A-2-6.32
Cancellation of reacquired shares.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation may at any time, by resolution of its board of directors, and without shareholder action:
(1) Cancel all or any part of the shares of the corporation reacquired by it other than shares the reissuance of which is prohibited by the articles of incorporation, and in the event a statement of cancellation shall be filed under this section; or
(2) File a statement of cancellation with respect to shares the reissuance of which is prohibited by the articles of incorporation.
(b) The statement of cancellation shall be executed by the corporation and delivered to the judge of probate for filing. The statement shall set forth:
(1) The name of the corporation;
(2) The number of reacquired shares canceled by resolution duly adopted by the board of directors, itemized by classes and series, and the date of its adoption;
(3) The aggregate number of issued shares, itemized by classes and series, after giving effect to the cancellation; and
(4) If the articles of incorporation provide that any portion of the canceled shares shall not be reissued, the number of shares which the corporation will have authority to issue itemized by classes and series, after giving effect to the cancellation.
(c) Upon the filing of a statement of cancellation with respect to shares other than shares whose reissuance was prohibited by the articles of incorporation, the shares so canceled shall constitute authorized but unissued shares. The filing of a statement of cancellation with respect to shares the reissuance of which was prohibited by the articles of incorporation shall constitute an amendment of the articles of incorporation reducing the number of shares of the class of shares so canceled that the corporation is authorized to issue by the number of shares so canceled.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.32; amended and renumbered by Act 2009-513, p. 967, §104.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-6/division-d/section-10a-2-6-40/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 6 - Shares and Distributions.›Division D - Distributions.›Section 10A-2-6.40 - Distributions to Shareholders.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division D - Distributions. › Section 10A-2-6.40 - Distributions to Shareholders.
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Section 10A-2-6.40
Distributions to shareholders.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A board of directors may authorize and the corporation may make distributions subject to restriction by the articles of incorporation and the limitation in subsection (c).
(b) If the board of directors does not fix the record date for determining shareholders entitled to a distribution other than one involving a repurchase or reacquisition of shares, it is the date the board of directors authorizes the distribution.
(c) No distribution may be made if, after giving it effect:
(1) The corporation would not be able to pay its debts as they become due in the usual course of business; or
(2) The corporation's total assets would be less than the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.
(d) The board of directors may base a determination that a distribution is not prohibited under subsection (c) either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair revaluation or other method that is reasonable in the circumstances.
(e) The effect of a distribution under subsection (c) is measured:
(1) In the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of (i) the date money or other property is transferred or debt incurred by the corporation or (ii) the date the shareholder ceases to be a shareholder with respect to the acquired shares;
(2) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed;
(3) In all other cases, as of (i) the date the distribution is authorized if the payment occurs within 120 days after the date of authorization or (ii) the date the payment is made if it occurs more than 120 days after the date of authorization.
(f) A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.
(g) Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under subsection (c) if its terms provide that payment of principal and interest are to be made only if and to the extent that payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.40; amended and renumbered by Act 2009-513, p. 967, §106.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-7/division-a/section-10a-2-7-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 7 - Shareholders.›Division A - Meetings.›Section 10A-2-7.01 - Annual Meeting.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division A - Meetings. › Section 10A-2-7.01 - Annual Meeting.
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Section 10A-2-7.01
Annual meeting.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation shall hold a meeting of shareholders annually at a time stated or fixed in accordance with the bylaws.
(b) Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.
(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.01; amended and renumbered by Act 2009-513, p. 967, §108.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-7/division-a/section-10a-2-7-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 7 - Shareholders.›Division A - Meetings.›Section 10A-2-7.02 - Special Meeting.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division A - Meetings. › Section 10A-2-7.02 - Special Meeting.
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Section 10A-2-7.02
Special meeting.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation shall hold a special meeting of shareholders:
(1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or
(2) If the holders of at least 10 percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's president or secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held, who shall, within 21 days of the receipt of demand, cause notice to be given of the meeting to be held within the minimum time following the notice prescribed by Section 10A-2-7.05(a); or
(3) On call of the holders of at least 10 percent of the votes entitled to be cast at the proposed special meeting who signed a demand for a special meeting valid under subdivision (2), if:
(i) Notice of the special meeting was not given within 21 days after the date the demand was delivered to the corporation's president or secretary; or
(ii) The special meeting was not held in accordance with the notice.
(b) If not otherwise fixed under Section 10A-2-7.03 or 10A-2-7.07, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.
(c) Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.
(d) Only business within the purpose or purposes described in the meeting notice required by Section 10A-2-7.05(c) may be conducted at a special shareholders' meeting.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.02; amended and renumbered by Act 2009-513, p. 967, §108.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-7/division-a/section-10a-2-7-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 7 - Shareholders.›Division A - Meetings.›Section 10A-2-7.03 - Court-Ordered Meeting.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division A - Meetings. › Section 10A-2-7.03 - Court-Ordered Meeting.
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Section 10A-2-7.03
Court-ordered meeting.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The circuit court of the county where a corporation's principal office, or, if none in this state, its registered office, is located may summarily order a meeting to be held:
(1) On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of 12 months after the end of the fiscal year or 15 months after its last annual meeting; or
(2) On application of a shareholder who signed a demand for a special meeting valid under Section 10A-2-7.02, if:
(i) Notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation's president or secretary; or
(ii) The special meeting was not held in accordance with the notice.
(b) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.03; amended and renumbered by Act 2009-513, p. 967, §108.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 7 - Shareholders.›Division A - Meetings.›Section 10A-2-7.04 - Action Without Meeting.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division A - Meetings. › Section 10A-2-7.04 - Action Without Meeting.
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Section 10A-2-7.04
Action without meeting.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Except as provided in the articles of incorporation, action required or permitted by the Constitution of Alabama of 1901 or by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) If not otherwise fixed under Section 10A-2-7.03 or 10A-2-7.07, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under subsection (a).
(c) A consent signed under this section has the effect of a meeting vote and may be described as in any document.
(d) If this chapter requires that notice of proposed action be given to nonvoting shareholders and the action is to be taken by unanimous consent of the voting shareholders, the corporation must give its nonvoting shareholders written notice of the proposed action at least 10 days before the action is taken. The notice must contain or be accompanied by the same material that, under this chapter, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.04; amended and renumbered by Act 2009-513, p. 967, §108.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 7 - Shareholders.›Division A - Meetings.›Section 10A-2-7.05 - Notice of Meeting.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division A - Meetings. › Section 10A-2-7.05 - Notice of Meeting.
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Section 10A-2-7.05
Notice of meeting.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation, or, in the case of a special meeting called pursuant to Section 10A-2-7.02(a)(3), the persons calling the meeting, shall notify shareholders in writing of the date, time, and place of each annual and special shareholders' meeting no fewer than 10 nor more than 60 days before the meeting date. Unless this chapter or the articles of incorporation require otherwise, the corporation, or other persons calling the meeting, are required to give notice only to shareholders entitled to vote at the meeting. Notwithstanding the provisions of this section or any other provisions of this chapter, the stock or bonded indebtedness of a corporation shall not be increased at a meeting unless notice of the meeting shall have been given as may be required by Section 234 of the Constitution of Alabama of 1901, as the same may be amended from time to time.
(b) Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not include a statement of the purpose or purposes for which the meeting is called.
(c) Notice of a special meeting must include a statement of the purpose or purposes for which the meeting is called.
(d) If not otherwise fixed under Section 10A-2-7.03 or 10A-2-7.07, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.
(e) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under Section 10A-2-7.07, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.05; amended and renumbered by Act 2009-513, p. 967, §108.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 7 - Shareholders.›Division A - Meetings.›Section 10A-2-7.06 - Waiver of Notice.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division A - Meetings. › Section 10A-2-7.06 - Waiver of Notice.
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Section 10A-2-7.06
Waiver of notice.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A shareholder may waive any notice required by the Constitution of Alabama of 1901, this title or this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) A shareholder's attendance at a meeting:
(1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting;
(2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter before action is taken on the matter.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.06; amended and renumbered by Act 2009-513, p. 967, §108.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 7 - Shareholders.›Division A - Meetings.›Section 10A-2-7.07 - Record Date.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division A - Meetings. › Section 10A-2-7.07 - Record Date.
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Section 10A-2-7.07
Record date.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.
(b) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of shareholders.
(c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
(d) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.07; amended and renumbered by Act 2009-513, p. 967, §108.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 7 - Shareholders.›Division B - Voting.›Section 10A-2-7.20 - Shareholders' List for Meeting.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division B - Voting. › Section 10A-2-7.20 - Shareholders' List for Meeting.
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Section 10A-2-7.20
Shareholders' list for meeting.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder.
(b) The shareholders' list must be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or, if the corporation's principal office is located outside this state, at its registered office. A shareholder, his or her agent, or attorney is entitled on written demand to inspect and, for a proper purpose, to copy the list, during regular business hours and at his or her expense, during the period it is available for inspection.
(c) The corporation shall make the shareholders' list available at the meeting, and any shareholder, his or her agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment.
(d) If the corporation refuses to allow a shareholder, his or her agent, or attorney to inspect the shareholders' list before or at the meeting, or copy the list as permitted by subsection (b), the circuit court of the county where a corporation's principal office, or, if none in this state, its registered office, is located, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense, may postpone the meeting for which the list was prepared until the inspection or copying is complete, and shall order the corporation to pay the shareholder's costs, including reasonable counsel fees, incurred in obtaining the order in the same circumstances and subject to the same defense as applicable to orders to pay costs under Section 10A-2-16.04(c).
(e) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.
(f) The stock transfer records of the corporation shall be prima facie evidence as to who are the shareholders entitled to examine the shareholders' list or transfer records or to vote at any meeting of shareholders.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.20; amended and renumbered by Act 2009-513, p. 967, §110.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 7 - Shareholders.›Division B - Voting.›Section 10A-2-7.21 - Voting Entitlement of Shares.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division B - Voting. › Section 10A-2-7.21 - Voting Entitlement of Shares.
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Section 10A-2-7.21
Voting entitlement of shares.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Except as provided in subsections (b) and (c) or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.
(b) The shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation, unless a court of competent jurisdiction determines that the voting of the shares is not for the purpose of perpetuation of management or other improper purpose.
(c) Subsection (b) does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.
(d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.21; amended and renumbered by Act 2009-513, p. 967, §110.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 7 - Shareholders.›Division B - Voting.›Section 10A-2-7.22 - Proxies.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division B - Voting. › Section 10A-2-7.22 - Proxies.
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Section 10A-2-7.22
Proxies.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A shareholder may vote his or her shares in person or by proxy. An electronic transmission must contain or be accompanied by information from which one can reasonably determine that the shareholder authorized the transmission and that it is the shareholder who actually votes or corresponds on the transmission.
(b) A shareholder or his or her agent or attorney-in-fact may appoint a proxy to vote or otherwise act for him or her by signing an appointment form or by means of an electronic transmission. An electronic transmission must contain or be accompanied by information from which one can determine that the shareholder, the shareholder's agent, or the shareholder's attorney-in-fact authorized the transmission.
(c) An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a longer period is expressly provided in the appointment form.
(d) An appointment of a proxy is revocable by the shareholder unless the appointment form or electronic transmission conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:
(1) A pledgee;
(2) A person who purchased or agreed to purchase the shares;
(3) A creditor of the corporation who extended it credit under terms requiring the appointment;
(4) An employee of the corporation whose employment contract requires the appointment; or
(5) A party to a voting agreement created under Section 10A-2-7.31.
(e) The revocation of an appointment or the death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the revocation, death, or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his or her authority under the appointment.
(f) An appointment made irrevocable under subsection (d) is revoked when the interest with which it is coupled is extinguished.
(g) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he or she did not know of its existence when he or she acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares.
(h) Subject to Section 10A-2-7.24 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.
(i) Nothing in this section shall be construed as limiting, or extending, authority granted under a durable power of attorney as provided in Section 26-1-2.
(Acts 1994, No. 94-245, p. 343, §1; Act 2006-564, p. 1307, §3; §10-2B-7.22; amended and renumbered by Act 2009-513, p. 967, §110; Act 2009-634, p. 1945, §1.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 7 - Shareholders.›Division B - Voting.›Section 10A-2-7.23 - Shares Held by Nominees.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division B - Voting. › Section 10A-2-7.23 - Shares Held by Nominees.
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Section 10A-2-7.23
Shares held by nominees.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.
(b) The procedure may set forth:
(1) The types of nominees to which it applies;
(2) The rights or privileges that the corporation recognizes in a beneficial owner;
(3) The manner in which the procedure is selected by the nominee;
(4) The information that must be provided when the procedure is selected;
(5) The period for which selection of the procedure is effective; and
(6) Other aspects of the rights and duties created.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.23; amended and renumbered by Act 2009-513, p. 967, §110.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 7 - Shareholders.›Division B - Voting.›Section 10A-2-7.24 - Corporation's Acceptance of Votes.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division B - Voting. › Section 10A-2-7.24 - Corporation's Acceptance of Votes.
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Section 10A-2-7.24
Corporation's acceptance of votes.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) If the name signed on, or otherwise submitted by means of an electronic transmission with respect to, a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder.
(b) If the name signed on, or otherwise submitted by means of an electronic transmission with respect to, a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:
(1) The shareholder is an entity and the name signed or otherwise submitted by means of an electronic transmission purports to be that of an officer or agent of the entity;
(2) The name signed or otherwise submitted by means of an electronic transmission purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(3) The name signed or otherwise submitted by means of an electronic transmission purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of his or her status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(4) The name signed or otherwise submitted by means of an electronic transmission purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or
(5) Two or more persons are the shareholder as cotenants or fiduciaries and the name signed or otherwise submitted by means of an electronic transmission purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners.
(c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or otherwise submitted with respect thereto by means of an electronic transmission or about the signatory's authority to sign for, or otherwise submit by means of an electronic transmission on behalf of, the shareholder.
(d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section or subsection (b) of Section 10A-2-7.22 are not liable in damages to the shareholder for the consequences of the acceptance or rejection.
(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
(Acts 1994, No. 94-245, p. 343, §1; Act 2006-564, p. 1307, §3; §10-2B-7.24; amended and renumbered by Act 2009-513, p. 967, §110.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 7 - Shareholders.›Division B - Voting.›Section 10A-2-7.25 - Quorum and Voting Requirements for Voting Groups.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division B - Voting. › Section 10A-2-7.25 - Quorum and Voting Requirements for Voting Groups.
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Section 10A-2-7.25
Quorum and voting requirements for voting groups.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter, but in no event shall a quorum consist of less than one-third of the votes entitled to be cast on the matter by the voting group.
(b) Once a share is represented for any purpose at a meeting, it is, unless established to the contrary, presumed present for quorum purposes for the remainder of the meeting.
(c) If a quorum is present when a vote is taken, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Constitution of Alabama of 1901, as the same may be amended from time to time, the articles of incorporation, or this chapter require a greater number of affirmative votes.
(d) An amendment of articles of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) is governed by Section 10A-2-7.27.
(e) The election of directors is governed by Section 10A-2-7.28.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.25; amended and renumbered by Act 2009-513, p. 967, §110.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 7 - Shareholders.›Division B - Voting.›Section 10A-2-7.26 - Action by Single and Multiple Voting Groups.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division B - Voting. › Section 10A-2-7.26 - Action by Single and Multiple Voting Groups.
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Section 10A-2-7.26
Action by single and multiple voting groups.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in Section 10A-2-7.25.
(b) If the articles of incorporation or this chapter provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in Section 10A-2-7.25. Action may be taken by one voting group on a matter even though no action is taken by another group entitled to vote on the matter.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.26; amended and renumbered by Act 2009-513, p. 967, §110.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-7/division-b/section-10a-2-7-27/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 7 - Shareholders.›Division B - Voting.›Section 10A-2-7.27 - Greater Quorum or Voting Requirements.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division B - Voting. › Section 10A-2-7.27 - Greater Quorum or Voting Requirements.
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Section 10A-2-7.27
Greater quorum or voting requirements.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The articles of incorporation may provide for a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by this title or this chapter.
(b) An amendment to the articles of incorporation that adds, changes, or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.27; amended and renumbered by Act 2009-513, p. 967, §110.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-7/division-b/section-10a-2-7-28/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 7 - Shareholders.›Division B - Voting.›Section 10A-2-7.28 - Voting for Directors; Cumulative Voting.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division B - Voting. › Section 10A-2-7.28 - Voting for Directors; Cumulative Voting.
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Section 10A-2-7.28
Voting for directors; cumulative voting.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Unless otherwise provided in the articles of incorporation, directors are elected by a majority of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present when the vote is taken.
(b) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.
(c) A statement included in the articles of incorporation that “[all] [a designated voting group of] shareholders are entitled to cumulate their votes for directors,” or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.
(d) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:
(1) The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or
(2) A shareholder who has the right to cumulate his or her votes gives notice to the corporation not less than 48 hours before the time set for the meeting of his or her intent to cumulate his or her votes during the meeting, and if one shareholder gives this notice all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.28; amended and renumbered by Act 2009-513, p. 967, §110.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-7/division-c/section-10a-2-7-30/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 7 - Shareholders.›Division C - Voting Trusts and Agreements.›Section 10A-2-7.30 - Voting Trust.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division C - Voting Trusts and Agreements. › Section 10A-2-7.30 - Voting Trust.
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Section 10A-2-7.30
Voting trust.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.
(b) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust is valid for not more than 10 years after its effective date unless extended under subsection (c).
(c) All or some of the parties to a voting trust may extend it for additional terms of not more than 10 years each by signing an extension agreement and obtaining the voting trustee's written consent to the extension. Any extension is valid from the date the first shareholder signs the extension agreement. The voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.30; amended and renumbered by Act 2009-513, p. 967, §112.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-7/division-c/section-10a-2-7-31/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 7 - Shareholders.›Division C - Voting Trusts and Agreements.›Section 10A-2-7.31 - Voting Agreements.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division C - Voting Trusts and Agreements. › Section 10A-2-7.31 - Voting Agreements.
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Section 10A-2-7.31
Voting agreements.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of Section 10A-2-7.30.
(b) A voting agreement created under this section is specifically enforceable.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.31; amended and renumbered by Act 2009-513, p. 967, §112.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-7/division-c/section-10a-2-7-32/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 7 - Shareholders.›Division C - Voting Trusts and Agreements.›Section 10A-2-7.32 - Shareholder Agreements.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division C - Voting Trusts and Agreements. › Section 10A-2-7.32 - Shareholder Agreements.
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Section 10A-2-7.32
Shareholder agreements.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more provisions of this chapter in that it:
(1) Eliminates the authority of the board of directors or restricts the discretion or powers of the board of directors;
(2) Governs the authorization or making of distributions whether or not in proportion to ownership of shares, subject to the limitations in Section 10A-2-6.40;
(3) Establishes who shall be directors or officers of the corporation, or their terms of office or manner of selection or removal;
(4) Governs, in general or in regard to specific matters, the exercise or division of voting power by or between the shareholders and directors or by or among any of them, including use of weighted voting rights or director proxies;
(5) Establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation and any shareholder, director, officer, or employee of the corporation or among any of them;
(6) Transfers to one or more shareholders or other persons all or part of the authority to exercise the corporate powers or to manage the business and affairs of the corporation, including the resolution of any issue about which there exists a deadlock among directors or shareholders;
(7) Requires dissolution of the corporation at the request of one or more of the shareholders or upon the occurrence of a specified event or contingency; or
(8) Otherwise governs the exercise of the corporate powers or the management of the business and affairs of the corporation or the relationship among the shareholders, the directors and the corporation, or among any of them, and is not contrary to public policy.
(b) An agreement authorized by this section shall be:
(1) Set forth (A) in the articles of incorporation or bylaws and approved by all persons who are shareholders at the time of the agreement or (B) in a written agreement that is signed by all persons who are shareholders at the time of the agreement and is made known to the corporation; and
(2) Subject to amendment only by all persons who are shareholders at the time of the amendment, unless the agreement provides otherwise.
(c) The existence of an agreement authorized by this section shall be noted conspicuously on the front or back of each certificate for outstanding shares. If at the time of the agreement the corporation has shares outstanding represented by certificates, the corporation shall recall the outstanding certificates and either add the notation or issue substitute certificates that comply with this subsection. The failure to note the existence of the agreement on the certificate shall not affect the validity of the agreement or any action taken pursuant to it. Any purchaser of shares who, at the time of purchase, did not have knowledge of the existence of the agreement shall be entitled to recision of the purchase. A purchaser shall be deemed to have knowledge of the existence of the agreement if its existence is noted on the certificate for the shares in compliance with this subsection. An action to enforce the right of recision authorized by this subsection must be commenced within the earlier of 90 days after discovery of the existence of the agreement or two years after the time of purchase of the shares.
(d) An agreement authorized by this section shall cease to be effective when shares of the corporation are listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association. If the agreement ceases to be effective for any reason, the board of directors may, if the agreement is contained or referred to in the corporation's articles of incorporation or bylaws, adopt an amendment of the articles of incorporation or bylaws, without shareholder action, to delete the agreement and any references to it.
(e) An agreement authorized by this section that limits the discretion or powers of the board of directors shall relieve the directors of, and impose upon the person or persons in whom the discretion or powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement.
(f) The existence or performance of an agreement authorized by this section shall not be a ground for imposing personal liability on any shareholder for the acts or debts of the corporation even if the agreement or its performance treats the corporation as if it were a partnership or results in failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement.
(g) Incorporators or subscribers for shares may act as shareholders with respect to an agreement authorized by this section if no shares have been issued when the agreement is made.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.32; amended and renumbered by Act 2009-513, p. 967, §112.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 7 - Shareholders.›Division D - Infant Stockholders.›Section 10A-2-7.33 - Corporation Without Notice of Infancy May Treat Infant as Having Capacity to Vo...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division D - Infant Stockholders. › Section 10A-2-7.33 - Corporation Without Notice of Infancy May Treat Infant as Having Capacity to Vote, Transfer, Etc.
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Section 10A-2-7.33
Corporation without notice of infancy may treat infant as having capacity to vote, transfer, etc.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
A corporation may treat an infant who holds stock or other securities of the corporation in his or her own name as having capacity to vote or to give consent in person or by proxy in respect thereof, to transfer and to convey the same and to make elections and exercise rights relating to the stock or securities, unless the corporation has notice of the infancy by delivery to it or to its transfer agent of a written notice stating that the holder is an infant.
(Acts 1957, No. 546, p. 766, §1; §10-6-1; amended and renumbered by Act 2009-513, p. 967, §114.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-7/division-d/section-10a-2-7-34/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 7 - Shareholders.›Division D - Infant Stockholders.›Section 10A-2-7.34 - Infant Not Entitled to Disaffirm as Against Corporation Without Notice of Infan...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division D - Infant Stockholders. › Section 10A-2-7.34 - Infant Not Entitled to Disaffirm as Against Corporation Without Notice of Infancy.
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Section 10A-2-7.34
Infant not entitled to disaffirm as against corporation without notice of infancy.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
An infant holder of stock or other securities of a corporation, having voted or given consent in respect thereto, having transferred or conveyed the stock or securities or having made an election or exercised a right relating to the stock or security, shall have no right thereafter to disaffirm or avoid, as against the corporation, any act on his or her part unless, prior to the receipt, vote or consent, the making of the election or the exercise of the right, the corporation had written notice of the infancy by delivery to it or to its transfer agent of a written notice stating that the holder was an infant.
(Acts 1957, No. 546, p. 766, §2; §10-6-2; amended and renumbered by Act 2009-513, p. 967, §114.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-7/division-d/section-10a-2-7-35/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 7 - Shareholders.›Division D - Infant Stockholders.›Section 10A-2-7.35 - Right of Infant to Receive Dividends in Own Name.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division D - Infant Stockholders. › Section 10A-2-7.35 - Right of Infant to Receive Dividends in Own Name.
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Section 10A-2-7.35
Right of infant to receive dividends in own name.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
An infant may in his or her own right receive dividends in respect of the stock or securities standing in his or her name on the books of the corporation, and the receipt shall constitute a valid and sufficient release and discharge of the corporation for the dividends paid to the infant stockholder, notwithstanding that the corporation may have actual or written notice of the infancy of the holder of its stock or securities.
(Acts 1957, No. 546, p. 766, §3; §10-6-3; amended and renumbered by Act 2009-513, p. 967, §114.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-7/division-d/section-10a-2-7-36/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 7 - Shareholders.›Division D - Infant Stockholders.›Section 10A-2-7.36 - Effect of Chapter on Transfers to Minors Act, Etc.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division D - Infant Stockholders. › Section 10A-2-7.36 - Effect of Chapter on Transfers to Minors Act, Etc.
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Section 10A-2-7.36
Effect of chapter on Transfers to Minors Act, etc.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Nothing contained in this chapter shall be construed to in anywise affect the provisions of the "Alabama Uniform Transfers to Minors Act" or similar statutes.
(Acts 1957, No. 546, p. 766, §4; §10-6-4; amended and renumbered by Act 2009-513, p. 967, §114.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-a/section-10a-2-8-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division A - Board of Directors.›Section 10A-2-8.01 - Requirements for and Duties of Board of Directors.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2-8.01 - Requirements for and Duties of Board of Directors.
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Section 10A-2-8.01
Requirements for and duties of board of directors.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Each corporation must have a board of directors.
(b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under Section 10A-2-7.32.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.01; amended and renumbered by Act 2009-513, p. 967, §116.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-a/section-10a-2-8-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division A - Board of Directors.›Section 10A-2-8.02 - Qualifications of Directors.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2-8.02 - Qualifications of Directors.
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Section 10A-2-8.02
Qualifications of directors.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
The articles of incorporation or bylaws may prescribe qualifications for directors. A director shall be a natural person of the age of at least nineteen (19) years but need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.02; amended and renumbered by Act 2009-513, p. 967, §116.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-a/section-10a-2-8-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division A - Board of Directors.›Section 10A-2-8.03 - Number and Election of Directors.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2-8.03 - Number and Election of Directors.
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Section 10A-2-8.03
Number and election of directors.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The number of directors shall be one or more, as specified in or fixed in accordance with the articles of incorporation or bylaws.
(b) If a board of directors has power to fix or change the number of directors, the board may increase or decrease by 30 percent or less the number of directors last approved by the shareholders, but only the shareholders may increase or decrease by more than 30 percent the number of directors last approved by the shareholders.
(c) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders, or, if the articles of incorporation so provide, by the board of directors. After shares are issued, only the shareholders may change the range for the size of the board or change from a fixed to a variable-range size board or vice versa.
(d) Directors are elected at the first annual shareholder's meeting and at each annual meeting thereafter unless their terms are staggered under Section 10A-2-8.06.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.03; amended and renumbered by Act 2009-513, p. 967, §116.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-a/section-10a-2-8-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division A - Board of Directors.›Section 10A-2-8.04 - Election of Directors by Certain Classes of Shareholders.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2-8.04 - Election of Directors by Certain Classes of Shareholders.
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Section 10A-2-8.04
Election of directors by certain classes of shareholders.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class, or classes, of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.04; amended and renumbered by Act 2009-513, p. 967, §116.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-a/section-10a-2-8-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division A - Board of Directors.›Section 10A-2-8.05 - Terms of Directors Generally.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2-8.05 - Terms of Directors Generally.
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Section 10A-2-8.05
Terms of directors generally.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.
(b) The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under Section 10A-2-8.06.
(c) A decrease in the number of directors does not shorten an incumbent director's term.
(d) The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.
(e) Despite the expiration of a director's term, he or she continues to serve until his or her successor is elected and qualified or until there is a decrease in the number of directors.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.05; amended and renumbered by Act 2009-513, p. 967, §116.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-a/section-10a-2-8-06/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division A - Board of Directors.›Section 10A-2-8.06 - Staggered Terms for Directors.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2-8.06 - Staggered Terms for Directors.
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Section 10A-2-8.06
Staggered terms for directors.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
If there are nine or more directors, the articles of incorporation may provide for staggering their terms by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two years or three years, as the case may be, to succeed those whose terms expire.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.06; amended and renumbered by Act 2009-513, p. 967, §116.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division A - Board of Directors.›Section 10A-2-8.07 - Resignation of Directors.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2-8.07 - Resignation of Directors.
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Section 10A-2-8.07
Resignation of directors.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A director may resign at any time by delivering written notice to the board of directors, its chair, or to the corporation.
(b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.07; amended and renumbered by Act 2009-513, p. 967, §116.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-a/section-10a-2-8-08/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division A - Board of Directors.›Section 10A-2-8.08 - Removal of Directors by Shareholders.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2-8.08 - Removal of Directors by Shareholders.
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Section 10A-2-8.08
Removal of directors by shareholders.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.
(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him or her.
(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him or her under cumulative voting is voted against his or her removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him or her exceeds the number of votes cast not to remove him or her.
(d) A director may be removed by the shareholders only at a meeting called for the purpose of removing him or her and the meeting notice must state that the purpose, or one of the purposes, of the meeting is the removal of the director.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.08; amended and renumbered by Act 2009-513, p. 967, §116.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-a/section-10a-2-8-09/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division A - Board of Directors.›Section 10A-2-8.09 - Removal of Directors by Judicial Proceeding.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2-8.09 - Removal of Directors by Judicial Proceeding.
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Section 10A-2-8.09
Removal of directors by judicial proceeding.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The circuit court of the county where a corporation's principal office, or, if none in this state, its registered office, is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least 10 percent of the outstanding shares of any class if the court finds that (1) the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation and (2) removal is in the best interest of the corporation.
(b) The court that removes a director may bar the director from reelection for a period prescribed by the court.
(c) If shareholders commence a proceeding under subsection (a), they shall make the corporation a party defendant.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.09; amended and renumbered by Act 2009-513, p. 967, §116.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-a/section-10a-2-8-10/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division A - Board of Directors.›Section 10A-2-8.10 - Vacancy on Board.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2-8.10 - Vacancy on Board.
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Section 10A-2-8.10
Vacancy on board.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors:
(1) The shareholders may fill the vacancy, whether resulting from an increase in the number of directors or otherwise; or
(2) The board of directors may fill the vacancy, except that the directors shall have the power to fill a vacancy resulting from an increase in the number of directors only if expressly provided for in the articles of incorporation; or
(3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy, if it is one that the directors are authorized to fill, by the affirmative vote of a majority of all the directors remaining in office.
(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.
(c) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under Section 10A-2-8.07(b) or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.10; amended and renumbered by Act 2009-513, p. 967, §116.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-a/section-10a-2-8-11/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division A - Board of Directors.›Section 10A-2-8.11 - Compensation of Directors,
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2-8.11 - Compensation of Directors,
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Section 10A-2-8.11
Compensation of directors,
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.11; amended and renumbered by Act 2009-513, p. 967, §116.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-b/section-10a-2-8-20/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division B - Meetings and Actions of the Board.›Section 10A-2-8.20 - Meetings.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division B - Meetings and Actions of the Board. › Section 10A-2-8.20 - Meetings.
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Section 10A-2-8.20
Meetings.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The board of directors may hold regular or special meetings in or out of this state.
(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.20; amended and renumbered by Act 2009-513, p. 967, §118.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-b/section-10a-2-8-21/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division B - Meetings and Actions of the Board.›Section 10A-2-8.21 - Action Without Meeting.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division B - Meetings and Actions of the Board. › Section 10A-2-8.21 - Action Without Meeting.
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Section 10A-2-8.21
Action without meeting.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.
(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.
(c) A consent signed under this section has the effect of a meeting vote and may be so described in any document.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.21; amended and renumbered by Act 2009-513, p. 967, §118.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-b/section-10a-2-8-22/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division B - Meetings and Actions of the Board.›Section 10A-2-8.22 - Notice of Meeting.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division B - Meetings and Actions of the Board. › Section 10A-2-8.22 - Notice of Meeting.
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Section 10A-2-8.22
Notice of meeting.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Regular meetings of the board of directors may be held with or without notice as prescribed in the bylaws.
(b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.22; amended and renumbered by Act 2009-513, p. 967, §118.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-b/section-10a-2-8-23/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division B - Meetings and Actions of the Board.›Section 10A-2-8.23 - Waiver of Notice.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division B - Meetings and Actions of the Board. › Section 10A-2-8.23 - Waiver of Notice.
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Section 10A-2-8.23
Waiver of notice.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b), the waiver must be in writing, signed by the director entitled to notice, and filed with the minutes or corporate records.
(b) A director's attendance at or participation in a meeting:
(1) Waives objection to lack of any required notice to him or her or defective notice of the meeting unless the director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting, and
(2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the director objects to considering the matter before action is taken on the matter.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.23; amended and renumbered by Act 2009-513, p. 967, §118.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-b/section-10a-2-8-24/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division B - Meetings and Actions of the Board.›Section 10A-2-8.24 - Quorum and Voting.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division B - Meetings and Actions of the Board. › Section 10A-2-8.24 - Quorum and Voting.
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Section 10A-2-8.24
Quorum and voting.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Unless the articles of incorporation or bylaws require a greater number, a quorum of a board of directors consists of:
(1) A majority of the fixed number of directors if the corporation has a fixed board size; or
(2) A majority of the fixed number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.
(b) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a).
(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors. A director is, unless established to the contrary, presumed present for quorum purposes for the remainder of a meeting at which he or she has been present for any purpose.
(d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) he or she objects at the beginning of the meeting, or promptly upon his or her arrival, to holding it or transacting business at the meeting or, as to a matter required under the articles of incorporation or the bylaws to be included in the notice of the purpose of the meeting, he or she objects before action is taken on the matter; (2) his or her dissent or abstention from action taken is entered in the minutes of the meeting; or (3) he or she delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.24; amended and renumbered by Act 2009-513, p. 967, §118.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-b/section-10a-2-8-25/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division B - Meetings and Actions of the Board.›Section 10A-2-8.25 - Committees.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division B - Meetings and Actions of the Board. › Section 10A-2-8.25 - Committees.
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Section 10A-2-8.25
Committees.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee may have one or more members, who serve at the pleasure of the board of directors.
(b) The creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the directors in office when the action is taken or (2) the number of directors required by the articles of incorporation or bylaws to take action under Section 10A-2-8.24.
(c) Sections 10A-2-8.20 through 10A-2-8.24, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.
(d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under Section 10A-2-8.01.
(e) A committee may not however:
(1) Authorize distributions;
(2) Approve or propose to shareholders action that this chapter requires be approved by shareholders;
(3) Fill vacancies on the board of directors or on any of its committees;
(4) Amend articles of incorporation pursuant to Section 10A-2-10.02;
(5) Adopt, amend, or repeal bylaws;
(6) Approve a plan of merger not requiring shareholder approval;
(7) Authorize or approve reacquisition of shares, except according to formula or method prescribed by the board of directors; or
(8) Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee, or a senior executive officer of the corporation, to do so within limits specifically prescribed by the board of directors.
(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in Section 10A-2-8.30.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.25; amended and renumbered by Act 2009-513, p. 967, §118.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-c/section-10a-2-8-30/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division C - Standards of Conduct.›Section 10A-2-8.30 - General Standards for Directors.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division C - Standards of Conduct. › Section 10A-2-8.30 - General Standards for Directors.
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Section 10A-2-8.30
General standards for directors.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A director shall discharge his or her duties as a director, including duties as a member of a committee:
(1) In good faith;
(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3) In a manner the director believes to be in the best interests of the corporation.
(b) In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters;
(2) Legal counsel, public accountants, certified public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or
(3) A committee of the board of directors of which he or she is not a member if the director reasonably believes the committee merits confidence.
(c) A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.
(d) A director is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of his or her office in compliance with this section.
(e) The above standards are subject to any provision of the articles of incorporation that may be adopted pursuant to Section 10A-2-2.02(b)(3).
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.30; amended and renumbered by Act 2009-513, p. 967, §120.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-c/section-10a-2-8-31/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division C - Standards of Conduct.›Section 10A-2-8.31 - Fiduciary Obligations Not Impaired.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division C - Standards of Conduct. › Section 10A-2-8.31 - Fiduciary Obligations Not Impaired.
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Section 10A-2-8.31
Fiduciary obligations not impaired.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Neither an unqualified statement of rights or powers, nor an unqualified grant of authority in this chapter, shall be taken or construed to abrogate, repeal, displace, modify or impair the fiduciary obligations of directors or other officers or employees of a corporation, or of shareholders having or exercising control thereof, or any function thereof, whether by reason of ownership of a majority, or other controlling, interest therein, or otherwise, or the jurisdiction of the courts to grant relief by way of injunction or otherwise, in order to forestall, prevent, correct, remedy or allow damages for fraud, oppression, imposition or other inequitable or remedial conduct in conformity with the applicable principles and practices of law.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.31; amended and renumbered by Act 2009-513, p. 967, §120.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-c/section-10a-2-8-32/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division C - Standards of Conduct.›Section 10A-2-8.32 - Depreciating Stocks or Bonds of Corporation With Intent to Buy.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division C - Standards of Conduct. › Section 10A-2-8.32 - Depreciating Stocks or Bonds of Corporation With Intent to Buy.
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Section 10A-2-8.32
Depreciating stocks or bonds of corporation with intent to buy.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
No president, director, or managing officer of any corporation, by whatsoever name or title he or she may be known or called, shall do or omit to do any act, or shall make any declaration or statement in writing, or otherwise, with the intent to depreciate the market value of the stock or bonds of the corporation, and with the further intent to enable the president, director, or other managing officer, or any other person, to buy any stock or bonds at less than the real value thereof.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.32; amended and renumbered by Act 2009-513, p. 967, §120.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-c/section-10a-2-8-33/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division C - Standards of Conduct.›Section 10A-2-8.33 - Liability for Unlawful Distributions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division C - Standards of Conduct. › Section 10A-2-8.33 - Liability for Unlawful Distributions.
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Section 10A-2-8.33
Liability for unlawful distributions.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Unless he or she complies with the applicable standards of conduct described in Section 10A-2-8.30, a director who votes for or assents to a distribution made in violation of this chapter or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter or the articles of incorporation.
(b) A director held liable for an unlawful distribution under subsection (a) is entitled to contribution:
(1) From every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in Section 10A-2-8.30, and
(2) From each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of this chapter or the articles of incorporation.
(c) A proceeding under subsection (a) is barred unless it is commenced within three years after the date on which the effect of the distribution was measured under Section 10A-2-6.40.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.33; amended and renumbered by Act 2009-513, p. 967, §120.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-d/section-10a-2-8-40/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division D - Officers.›Section 10A-2-8.40 - Required Officers.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division D - Officers. › Section 10A-2-8.40 - Required Officers.
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Section 10A-2-8.40
Required officers.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.
(b) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.
(c) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation.
(d) Unless the bylaws provide otherwise, the same individual may simultaneously hold more than one office in a corporation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.40; amended and renumbered by Act 2009-513, p. 967, §122.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-d/section-10a-2-8-41/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division D - Officers.›Section 10A-2-8.41 - Duties of Officers.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division D - Officers. › Section 10A-2-8.41 - Duties of Officers.
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Section 10A-2-8.41
Duties of officers.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.41; amended and renumbered by Act 2009-513, p. 967, §122.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-d/section-10a-2-8-42/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division D - Officers.›Section 10A-2-8.42 - Standards of Conduct for Officers.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division D - Officers. › Section 10A-2-8.42 - Standards of Conduct for Officers.
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Section 10A-2-8.42
Standards of conduct for officers.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) An officer with discretionary authority shall discharge his or her duties under that authority:
(1) In good faith;
(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3) In a manner he or she reasonably believes to be in the best interests of the corporation.
(b) In discharging his or her duties an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1) One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or
(2) Legal counsel, public accountants, certified public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.
(c) An officer is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.
(d) An officer is not liable for any action taken as an officer, or any failure to take any action, if he or she performed the duties of his or her office in compliance with this section.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.42; amended and renumbered by Act 2009-513, p. 967, §122.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2/article-8/division-d/section-10a-2-8-43/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 2 - Business Corporations.›Article 8 - Directors and Officers.›Division D - Officers.›Section 10A-2-8.43 - Resignation and Removal of Officers.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division D - Officers. › Section 10A-2-8.43 - Resignation and Removal of Officers.
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Section 10A-2-8.43
Resignation and removal of officers.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) An officer may resign at any time by giving notice to the corporation. A resignation is effective when the notice is given unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.
(b) A board of directors may remove any officer at any time with or without cause.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.43; amended and renumbered by Act 2009-513, p. 967, §122.)
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