Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 2A - Alabama Business Corporation Law.

Section 10A-2A-1.52 - Judicial Proceedings Regarding Validity of Corporate Actions. - (a) Upon application by the corporation, any successor entity to...

Article 2 - Incorporation.

Section 10A-2A-2.01 - Incorporators; Filing of Certificate of Incorporation. - Section 10A-1-3.04 shall not apply to this chapter. In order...

Section 10A-2A-2.02 - Certificate of Incorporation. - Section 10A-1-3.05 shall not apply to this chapter. Instead: (a)...

Section 10A-2A-2.03 - Liability for Preincorporation Transactions. - All persons purporting to act as or on behalf of...

Section 10A-2A-2.04 - Organization of Corporation. - (a) After incorporation: (1) if initial directors are named in...

Section 10A-2A-2.05 - Bylaws. - (a) The incorporators or board of directors of a corporation...

Section 10A-2A-2.06 - Emergency Bylaws. - (a) Unless the certificate of incorporation provides otherwise, the board...

Section 10A-2A-2.07 - Forum Selection Provisions. This Section Was Assigned by the Code Commissioner in the 2019 Regular Session, Effective January 1, 2020. This Is Not in the Current Code Supplement. - (a) The certificate of incorporation or the bylaws may require...

Article 3 - Purposes and Powers.

Section 10A-2A-3.01 - Purposes. - (a) Every corporation incorporated under this chapter has the purpose...

Section 10A-2A-3.02 - General Powers. - Unless its certificate of incorporation provides otherwise, every corporation has...

Section 10A-2A-3.03 - Emergency Powers. - (a) In anticipation of or during an emergency defined in...

Section 10A-2A-3.04 - Lack of Power to Act. - (a) Except as provided in subsection (b), the validity of...

Article 6 - Stock and Distributions.

Division A - Authorized Stock.

Section 10A-2A-6.01 - Authorized Stock. - (a) The certificate of incorporation must set forth any classes...

Section 10A-2A-6.02 - Terms of Class or Series Determined by Board of Directors. - (a) When any corporation desires to issue any shares of...

Section 10A-2A-6.03 - Issued and Outstanding Stock. - (a) A corporation may issue the number of shares of...

Section 10A-2A-6.04 - Fractional Stock. - THIS SECTION WAS AMENDED BY ACT 2022-124 IN THE 2022...

Division B - Issuance of Stock.

Section 10A-2A-6.20 - Subscription for Stock Before Incorporation. - (a) A subscription for stock entered into before incorporation is...

Section 10A-2A-6.21 - Issuance of Stock. - (a) The powers granted in this section to the board...

Section 10A-2A-6.22 - Liability of Stockholders. - (a) A purchaser from a corporation of the corporation's own...

Section 10A-2A-6.23 - Stock Dividends. - (a) Unless the certificate of incorporation provides otherwise, stock may...

Section 10A-2A-6.24 - Stock Rights, Options, Warrants, and Awards. - (a) A corporation may issue rights, options, or warrants for...

Section 10A-2A-6.25 - Form and Content of Certifications. - (a) Stock may, but need not, be represented by certificates....

Section 10A-2A-6.26 - Uncertificated Interests. - (a) Unless the certificate of incorporation or bylaws provide otherwise,...

Section 10A-2A-6.27 - Restriction on Transfer of Stock. - (a) The certificate of incorporation, the bylaws, an agreement among...

Section 10A-2A-6.28 - Expense of Issue. - A corporation may pay the expenses of selling or underwriting...

Division C - Subsequent Acquisition of Stock by Stockholders and Corporation.

Section 10A-2A-6.30 - Stockholders' Preemptive Rights. - (a) The stockholders of a corporation do not have a...

Section 10A-2A-6.31 - Corporation's Acquisition of Its Own Stock. - (a) A corporation may acquire its own stock, and, unless...

Division D - Distributions.

Section 10A-2A-6.40 - Distributions to Stockholders. - (a) The board of directors may authorize and the corporation...

Article 7 - Stockholders.

Division A - Meetings.

Section 10A-2A-7.01 - Annual Meetings. - (a) Unless directors are elected by written consent in lieu...

Section 10A-2A-7.02 - Special Meetings. - (a) Special meetings of the stockholders may be called by...

Section 10A-2A-7.03 - Court-Ordered Meetings. - (a) The designated court, and if none, the circuit court...

Section 10A-2A-7.04 - Action Without Meeting. - (a) Unless otherwise provided in the certificate of incorporation, any...

Section 10A-2A-7.05 - Notice of Meeting. - (a) A corporation shall notify stockholders of the place, if...

Section 10A-2A-7.06 - Waiver of Notice. - (a) A stockholder may waive any notice required by this...

Section 10A-2A-7.07 - Record Date for Meeting. - (a) The certificate of incorporation or bylaws may fix or...

Section 10A-2A-7.08 - Conduct of Meeting. - Unless the certificate of incorporation or bylaws provide otherwise, a...

Section 10A-2A-7.09 - Remote Participation in Stockholders' Meetings; Meetings Held Solely by Remote Participation. - (a) Stockholders of any class or series of stock may...

Division B - Voting.

Section 10A-2A-7.20 - Stockholders' List for Meeting. - (a) After fixing a record date for a meeting, a...

Section 10A-2A-7.21 - Voting Entitlement of Stock. - (a) Except as provided in subsections (b) and (d) or...

Section 10A-2A-7.22 - Proxies. - (a) A stockholder may vote the stockholder's stock in person...

Section 10A-2A-7.23 - Stock Held by Intermediaries and Nominees. - (a) A corporation's board of directors may establish a procedure...

Section 10A-2A-7.24 - Acceptance of Votes and Other Instruments. - (a) If the name signed on a vote, ballot, consent,...

Section 10A-2A-7.25 - Quorum and Voting Requirements for Voting Groups. - (a) Stock entitled to vote as a separate voting group...

Section 10A-2A-7.26 - Action by Single and Multiple Voting Groups. - (a) If the certificate of incorporation or this chapter provides...

Section 10A-2A-7.27 - Modifying Quorum or Voting Requirements. - An amendment to the certificate of incorporation that adds, changes,...

Section 10A-2A-7.28 - Voting for Directors; Cumulative Voting. - (a) Unless otherwise provided in the certificate of incorporation, directors...

Section 10A-2A-7.29 - Inspectors of Election. - (a) The corporation shall, in advance of any meeting of...

Division C - Voting Trusts and Agreements.

Section 10A-2A-7.30 - Voting Trusts. - (a) One or more stockholders may create a voting trust,...

Section 10A-2A-7.31 - Voting Agreements. - (a) Two or more stockholders may provide for the manner...

Section 10A-2A-7.32 - Stockholder Agreements. - (a) An agreement among the stockholders of a corporation that...

Division D - Derivative Proceedings.

Section 10A-2A-7.40 - Division Definitions. - In this division: (1) COURT means the designated court, and...

Section 10A-2A-7.41 - Right of Derivative Action. - A stockholder may commence or maintain a derivative action in...

Section 10A-2A-7.42 - Standing. - A stockholder may commence or maintain a derivative action in...

Section 10A-2A-7.43 - Demand. - A stockholder may commence a derivative action in the right...

Section 10A-2A-7.44 - Pleading. - In a derivative action, the complaint must state with particularity:...

Section 10A-2A-7.45 - Stay of Proceedings. - For the purpose of allowing the corporation time to undertake...

Section 10A-2A-7.46 - Discontinuance or Settlement. - A derivative action may not be dismissed or compromised without...

Section 10A-2A-7.47 - Proceeds and Expenses. - (a) Except as otherwise provided in subsection (b): (1) any...

Section 10A-2A-7.48 - Applicability to Foreign Corporations. - In any derivative action in the right of a foreign...

Article 8 - Directors and Officers.

Division A - Board of Directors.

Section 10A-2A-8.01 - Requirement for and Functions of Board of Directors. - (a) Except as may be provided in an agreement authorized...

Section 10A-2A-8.02 - Qualifications of Directors. - (a) The certificate of incorporation or bylaws may prescribe qualifications...

Section 10A-2A-8.03 - Number and Election of Directors. - (a) A board of directors shall consist of one or...

Section 10A-2A-8.04 - Election of Directors by Certain Classes or Series of Stock. - If the certificate of incorporation or action by the board...

Section 10A-2A-8.05 - Terms of Directors Generally. - (a) The terms of the initial directors of a corporation...

Section 10A-2A-8.06 - Staggered Terms for Directors. - The certificate of incorporation may provide for staggering the terms...

Section 10A-2A-8.07 - Resignation of Directors. - (a) A director may resign at any time by delivering...

Section 10A-2A-8.08 - Removal of Directors by Stockholders. - (a) The stockholders may remove one or more directors with...

Section 10A-2A-8.09 - Removal of Directors by Judicial Proceeding. - (a) The designated court, and if none, the circuit court...

Section 10A-2A-8.10 - Vacancy on Board of Directors. - (a) Unless the certificate of incorporation provides otherwise, if a...

Section 10A-2A-8.11 - Compensation of Directors. - Unless the certificate of incorporation or bylaws provide otherwise, the...

Division B - Meetings and Action of the Board of Directors.

Section 10A-2A-8.20 - Meetings. - (a) The board of directors may hold regular or special...

Section 10A-2A-8.21 - Action Without Meeting. - (a) Except to the extent that the certificate of incorporation...

Section 10A-2A-8.22 - Notice of Meeting. - (a) Unless the certificate of incorporation or bylaws provide otherwise,...

Section 10A-2A-8.23 - Waiver of Notice. - (a) A director may waive any notice required by this...

Section 10A-2A-8.24 - Quorum and Voting. - (a) Unless the certificate of incorporation or bylaws provide for...

Section 10A-2A-8.25 - Committees of the Board. - (a) Unless this chapter, the certificate of incorporation, or the...

Section 10A-2A-8.26 - Submission of Matters for Stockholder Vote. - A corporation may agree to submit a matter to a...

Division C - Directors.

Section 10A-2A-8.30 - Standards of Conduct for Directors. - Division C of Article 3 of Chapter 1 shall not...

Section 10A-2A-8.31 - Standards of Liability for Directors. - Division C of Article 3 of Chapter 1 shall not...

Section 10A-2A-8.32 - Directors' Liability for Unlawful Distributions. - (a) A director who votes for or assents to a...

Division D - Officers.

Section 10A-2A-8.40 - Officers. - (a) A corporation has the officers described in its certificate...

Section 10A-2A-8.41 - Functions of Officers. - Each officer has the authority and shall perform the functions...

Section 10A-2A-8.42 - Standards of Conduct for Officers. - Division C of Article 3 of Chapter 1 shall not...

Section 10A-2A-8.43 - Resignation and Removal of Officers. - Division C of Article 3 of Chapter 1 shall not...

Section 10A-2A-8.44 - Contract Rights of Officers. - (a) The election or appointment of an officer does not...

Division E - Indemnification and Advance for Expenses.

Section 10A-2A-8.50 - Division Definitions. - In this division: (1) "Corporation" includes any domestic or foreign...

Section 10A-2A-8.51 - Permissible Indemnification. - (a) Except as otherwise provided in this section, a corporation...

Section 10A-2A-8.52 - Mandatory Indemnification. - A corporation shall indemnify a director who was wholly successful,...

Section 10A-2A-8.53 - Advance for Expenses. - (a) A corporation may, before final disposition of a proceeding,...

Section 10A-2A-8.54 - Court-Ordered Indemnification and Advance for Expenses. - (a) A director who is a party to a proceeding...

Section 10A-2A-8.55 - Determination and Authorization of Indemnification. - (a) A corporation may not indemnify a director under Section...

Section 10A-2A-8.56 - Indemnification of Officers. - (a) A corporation may indemnify and advance expenses under this...

Section 10A-2A-8.57 - Insurance. - A corporation may purchase and maintain insurance on behalf of...

Section 10A-2A-8.58 - Variation by Corporate Action; Application of Division. - (a) A corporation may, by a provision in its certificate...

Section 10A-2A-8.59 - Exclusivity of Division. - Division A of Article 6 of Chapter 1 shall not...

Division F - Interested Directors; Quorum.

Section 10A-2A-8.60 - Interested Directors; Quorum. This Section Was Assigned by the Code Commissioner in the 2019 Regular Session, Effective January 1, 2020. This Is Not in the Current Code Supplement. - (a) No contract or transaction between a corporation and one...

Article 9 - Conversions.

Division A - Article Definitions.

Section 10A-2A-9.01 - Definitions. - As used in this Article 9: As used in this...

Division B - Conversion.

Section 10A-2A-9.11 - Conversion. - (a) An organization other than a corporation may convert to...

Section 10A-2A-9.12 - Action on a Plan of Conversion. - In the case of a conversion of a corporation the...

Section 10A-2A-9.13 - Statement of Conversion; Effectiveness. - (a) After a plan of conversion is approved: (1) if...

Section 10A-2A-9.14 - Amendment of Plan of Conversion; Abandonment. - (a) A plan of conversion of a converting organization that...

Section 10A-2A-9.15 - Effect of Conversion. - (a) When a conversion takes effect: (1) all property and...

Section 10A-2A-9.16 - Nonexclusive. - This article is not exclusive. This article does not preclude...

Article 10 - Amendment of Certificate of Incorporation and Bylaws.

Division A - Amendment of Certificate of Incorporation.

Section 10A-2A-10.01 - Authority to Amend. - (a) A corporation may amend its certificate of incorporation at...

Section 10A-2A-10.02 - Amendment Before Issuance of Stock. - If a corporation has not yet issued stock, its board...

Section 10A-2A-10.03 - Amendment by Board of Directors and Stockholders. - If a corporation has issued stock, an amendment to the...

Section 10A-2A-10.04 - Voting on Amendments by Voting Groups. - (a) The holders of the outstanding stock of a class...

Section 10A-2A-10.05 - Amendment by Board of Directors. - Unless the certificate of incorporation provides otherwise, a corporation's board...

Section 10A-2A-10.06 - Certificate of Amendment. - Division B of Article 3 of Chapter 1 shall not...

Section 10A-2A-10.07 - Restated Certificate of Incorporation. - Division B of Article 3 of Chapter 1 shall not...

Section 10A-2A-10.08 - Amendment Pursuant to Reorganization. - Division B of Article 3 of Chapter 1 shall not...

Section 10A-2A-10.09 - Effect of Amendment. - (a) An amendment to the certificate of incorporation does not...

Division B - Amendment of Bylaws.

Section 10A-2A-10.20 - Authority to Amend. - (a) A corporation's stockholders may amend or repeal the corporation's...

Section 10A-2A-10.21 - Bylaw Increasing Quorum or Voting Requirement for Directors or Requiring a Meeting Place. - (a) A bylaw that increases a quorum or voting requirement...

Section 10A-2A-10.22 - Bylaw Provisions Relating to the Election of Directors. This Section Was Assigned by the Code Commissioner in the 2019 Regular Session, Effective January 1, 2020. This Is Not in the Current Code Supplement. - (a) Unless the certificate of incorporation (i) specifically prohibits the...

Article 11 - Mergers and Stock Exchanges.

Section 10A-2A-11.01 - Definitions. - As used in this article, unless the context otherwise requires,...

Section 10A-2A-11.02 - Merger. - (a) A corporation may merge with one or more other...

Section 10A-2A-11.03 - Stock Exchange. - (a) By complying with this Article 11: (1) a corporation...

Section 10A-2A-11.04 - Action on a Plan of Merger or Stock Exchange. - In the case of a corporation that is a constituent...

Section 10A-2A-11.05 - Merger Between Parent and Subsidiary or Between Subsidiaries. - (a) A domestic or foreign parent entity that owns stock...

Section 10A-2A-11.06 - Statement or Merger or Stock Exchange. - (a) After a plan of merger has been adopted and...

Section 10A-2A-11.07 - Effect of Merger or Stock Exchange. - (a) When a merger becomes effective: (1) the surviving organization...

Section 10A-2A-11.08 - Abandonment of a Merger or Stock Exchange. - (a) After a plan of merger or stock exchange has...

Section 10A-2A-11.09 - Nonexclusive. - This article is not exclusive. This article does not preclude...

Article 12 - Disposition of Assets.

Section 10A-2A-12.01 - Disposition of Assets Not Requiring Stockholder Approval. - No approval of the stockholders is required, unless the certificate...

Section 10A-2A-12.02 - Stockholder Approval of Certain Dispositions. - (a) A sale, lease, exchange, or other disposition of assets,...

Article 13 - Appraisal Rights.

Division A - Right to Appraisal and Payment for Stock.

Section 10A-2A-13.01 - Definitions. - In this Article 13: (1) AFFILIATE means a person that...

Section 10A-2A-13.02 - Right to Appraisal. - (a) A stockholder is entitled to appraisal rights, and to...

Section 10A-2A-13.03 - Assertion of Rights by Nominees and Beneficial Stockholders. - (a) A record stockholder may assert appraisal rights as to...

Division B - Procedure for Exercise of Appraisal Rights.

Section 10A-2A-13.20 - Notice of Appraisal Rights. - (a) Where any corporate action specified in Section 10A-2A-13.02(a) is...

Section 10A-2A-13.21 - Notice of Intent to Demand Payment and Consequences of Voting or Consenting. - (a) If a corporate action specified in Section 10A-2A-13.02(a) is...

Section 10A-2A-13.22 - Appraisal Notice and Form. - (a) If a corporate action requiring appraisal rights under Section...

Section 10A-2A-13.23 - Perfection of Rights; Right to Withdraw. - (a) A stockholder who receives notice pursuant to Section 10A-2A-13.22...

Section 10A-2A-13.24 - Payment. - (a) Except as provided in Section 10A-2A-13.25, within 30 days...

Section 10A-2A-13.25 - After-Acquired Stock. - (a) A corporation may elect to withhold payment required by...

Section 10A-2A-13.26 - Procedure if Stockholder Dissatisfied With Payment or Offer. - (a) A stockholder paid pursuant to Section 10A-2A-13.24 who is...

Division C - Judicial Appraisal of Stock.

Section 10A-2A-13.30 - Court Action. - (a) If a stockholder makes demand for payment under Section...

Section 10A-2A-13.31 - Court Costs and Expenses. - (a) The court in an appraisal proceeding commenced under Section...

Division D - Other Remedies.

Section 10A-2A-13.40 - Other Remedies Limited. - (a) The legality of a proposed or completed corporate action...

Article 14 - Dissolution.

Division A - Voluntary Dissolution.

Section 10A-2A-14.01 - Dissolution by Incorporators or Initial Directors. - A majority of the incorporators or initial directors of a...

Section 10A-2A-14.02 - Dissolution by Board of Directors and Stockholders. - (a) The board of directors may propose dissolution for submission...

Section 10A-2A-14.03 - Certificate of Dissolution. - (a) At any time after dissolution is authorized, the corporation...

Section 10A-2A-14.04 - Revocation of Dissolution; Reinstatement. - (a) A corporation may revoke its dissolution within 120 days...

Section 10A-2A-14.05 - Effect of Dissolution. - (a) A dissolved corporation continues its existence as a corporation...

Section 10A-2A-14.06 - Known Claims Against Dissolved Corporation. - (a) A dissolved corporation may dispose of any known claims...

Section 10A-2A-14.07 - Other Claims Against Dissolved Corporation. - (a) A dissolved corporation may publish notice of its dissolution...

Section 10A-2A-14.08 - Director Duties. - (a) Directors shall cause the dissolved corporation to discharge or...

Division B - Judicial Dissolution.

Section 10A-2A-14.10 - Grounds for Judicial Dissolution. - (a) The circuit court for the county in which the...

Section 10A-2A-14.11 - Procedure for Judicial Dissolution. - (a) Venue for a proceeding by the attorney general to...

Section 10A-2A-14.12 - Receivership or Custodianship. - (a) Unless an election to purchase has been filed under...

Section 10A-2A-14.13 - Decree of Dissolution. - (a) If after a hearing the court determines that one...

Section 10A-2A-14.14 - Election to Purchase in Lieu of Dissolution. - (a) In a proceeding under Section 10A-2A-14.10(a)(2) to dissolve a...

Division C - Miscellaneous.

Section 10A-2A-14.20 - Deposit With State Treasurer. - Assets of a dissolved corporation that should be transferred to...

Article 15 - Foreign Corporations.

Division A - Governing Law.

Section 10A-2A-15.01 - Governing Law. - (a) The law of the jurisdiction of formation of a...

Division B - Acting in a Fiduciary Capacity.

Section 10A-2A-15.10 - Definitions. - The term "foreign corporation," as used in this division, shall...

Section 10A-2A-15.11 - Authority of Foreign Corporation to Act as Fiduciary. - (a) Any foreign corporation may act in this state as...

Section 10A-2A-15.12 - Filing of Verified Statement With Commissioner of Revenue by Foreign Corporation Prior to Acting as Fiduciary. - Prior to the time when any foreign corporation acts pursuant...

Section 10A-2A-15.13 - Foreign Corporation Acting as Fiduciary Not Deemed Doing Business in This State. - A foreign corporation, insofar as it acts in a fiduciary...

Section 10A-2A-15.14 - Foreign Corporation Previously Acting in Fiduciary Capacity in State. - The provisions of this division shall not prohibit any foreign...

Section 10A-2A-15.15 - Service of Process on Foreign Corporation Acting in Fiduciary Capacity. - Every foreign corporation acting in a fiduciary capacity in this...

Article 16 - Records and Reports.

Division A - Records.

Section 10A-2A-16.01 - Corporate Records. - (a) A corporation shall maintain the following records: (1) its...

Section 10A-2A-16.02 - Inspection Rights of Stockholders. - (a) A stockholder of a corporation is entitled to inspect...

Section 10A-2A-16.03 - Scope of Inspection Right. - (a) A stockholder may appoint an agent or attorney to...

Section 10A-2A-16.04 - Court-Ordered Inspection. - (a) If a corporation does not allow a stockholder who...

Section 10A-2A-16.05 - Inspection Rights of Directors. - (a) A director of a corporation is entitled to inspect...

Division B - Reports.

Section 10A-2A-16.10 - (a) Upon the written request of a stockholder, a corporation...

Section 10A-2A-16.11 - Annual Report for Secretary of State. - (a) Each corporation, and each foreign corporation authorized to transact...

Article 17 - Benefit Corporations.

Section 10A-2A-17.01 - Application of Article 17; Definitions. - (a) A corporation electing to become a benefit corporation under...

Section 10A-2A-17.02 - Name; Stock Certificates. - (a) The name of a benefit corporation must comply with...

Section 10A-2A-17.03 - Certain Amendments and Transactions; Votes Required. - (a) Unless the certificate of incorporation requires a greater vote,...

Section 10A-2A-17.04 - Duties of Directors. - (a) Each member of the board of directors of a...

Section 10A-2A-17.05 - Annual Benefit Report. - (a) No less than annually, a benefit corporation shall prepare...

Section 10A-2A-17.06 - Rights of Action. - (a) Except in a proceeding authorized under Section 10A-2A-17.05(c) or...

Article 18 - Transition Provisions.

Section 10A-2A-18.01 - Application to Existing Corporations. - (a) Before January 1, 2021, this chapter governs only: (1)...

Section 10A-2A-18.02 - Application to Existing Foreign Corporations. - A foreign corporation registered or authorized to transact business in...

Section 10A-2A-18.03 - Saving Provisions. - (a) Except as provided in subsection (b), the repeal of...

Section 10A-2A-18.04 - Severability. - If any provision of this chapter or its application to...

Section 10A-2A-18.05 - Relation to Electronic Signatures in Global and National Commerce Act. - This chapter modifies, limits, and supersedes the federal Electronic Signatures...

Section 10A-2A-18.06 - Interstate Application. - A corporation formed and existing under this chapter may conduct...

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Code of Alabama Title 10A - Alabama Business and Nonprofit Entities Code. Chapter 2A - Alabama Business Corporation Law.

Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 2A - Alabama Business Corporation Law.