Code of Alabama - Title 10A: Alabama Business and Nonprofit Entities Code - Chapter 2A -

• Article 1 General Provisions.
• Division A Short Title.
• Section 10A-2A-1.01 Short Title
  (a) This chapter and the provisions of Chapter 1, to the extent applicable to business corporations, shall be known and may be cited as the...
• Division B Filing Documents.
• Section 10A-2A-1.20 Requirements for filing instruments; extrinsic facts
  (a) Whenever any filing instrument is to be filed with the Secretary of State or in accordance with this chapter, such instrument shall be executed...
• Section 10A-2A-1.21 Certificate of existence or registration
  (a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a corporation...
• Division C Definitions.
• Section 10A-2A-1.40 Chapter definitions
  Notwithstanding Section 10A-1-1.03, as used in this chapter, unless otherwise specified or unless the context otherwise requires, the following terms have the following meanings: (1)...
• Section 10A-2A-1.41 Notice and other communications
  (a) A notice under this chapter must be in writing unless oral notice is reasonable in the circumstances. Unless otherwise agreed between the sender and...
• Section 10A-2A-1.42 Number of stockholders
  (a) For purposes of this chapter, the following identified as a stockholder in a corporation's current record of stockholders constitutes one stockholder: (1) three or...
• Section 10A-2A-1.43 Qualified director
  (a) A "qualified director" is a director who, at the time action is to be taken under: (1) Section 10A-2A-2.02(b)(6), is not a director (i)...
• Section 10A-2A-1.44 Householding
  (a) A corporation has delivered written notice or any other report or statement under this chapter, the certificate of incorporation, or the bylaws to all...
• Division D Ratification of Defective Corporate Actions.
• Section 10A-2A-1.45 Definitions
  In this article: (1) "Corporate action" means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the...
• Section 10A-2A-1.46 Defective corporate actions
  (a) A defective corporate action shall not be void or voidable if ratified in accordance with Section 10A-2A-1.47 or validated in accordance with Section 10A-2A-1.52....
• Section 10A-2A-1.47 Ratification of defective corporate actions
  (a) To ratify a defective corporate action under this section (other than the ratification of an election of the initial board of directors under subsection...
• Section 10A-2A-1.48 Action on ratification
  (a) The quorum and voting requirements applicable to a ratifying action by the board of directors under Section 10A-2A-1.47(a) shall be the quorum and voting...
• Section 10A-2A-1.49 Notice requirements
  (a) Unless stockholder approval is required under Section 10A-2A-1.47(c), prompt notice of an action taken under Section 10A-2A-1.47 shall be given to each holder of...
• Section 10A-2A-1.50 Effect of ratification
  From and after the validation effective time, and without regard to the 120-day period during which a claim may be brought under Section 10A-2A-1.52: (a)...
• Section 10A-2A-1.51 Filings
  (a) If the defective corporate action ratified under this Division D of Article 1 would have required under any other section of this chapter a...
• Section 10A-2A-1.52 Judicial proceedings regarding validity of corporate actions
  (a) Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any stockholder, beneficial stockholder or unrestricted voting trust...
• Article 2 Incorporation.
• Section 10A-2A-2.01 Incorporators; filing of certificate of incorporation
  Notwithstanding Section 10A-1-3.04, in order to incorporate a corporation, one or more incorporators must execute a certificate of incorporation and deliver it for filing to...
• Section 10A-2A-2.02 Certificate of incorporation
  Notwithstanding Section 10A-1-3.05: (a) The certificate of incorporation must set forth: (1) a corporate name for the corporation that satisfies the requirements of Article 5...
• Section 10A-2A-2.03 Liability for preincorporation transactions
  All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable...
• Section 10A-2A-2.04 Organization of corporation
  (a) After incorporation: (1) if initial directors are named in the certificate of incorporation, the initial directors shall hold an organizational meeting, at the call...
• Section 10A-2A-2.05 Bylaws
  (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain...
• Section 10A-2A-2.06 Emergency bylaws
  (a) Unless the certificate of incorporation provides otherwise, the board of directors may adopt bylaws to be effective only in an emergency defined in subsection...
• 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 that any or all internal corporate claims shall be brought exclusively in any specified court...
• Article 3 Purposes and Powers.
• Section 10A-2A-3.01 Purposes
  (a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in...
• Section 10A-2A-3.02 General powers
  Unless its certificate of incorporation provides otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an...
• Section 10A-2A-3.03 Emergency powers
  (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...
• Section 10A-2A-3.04 Lack of power to act
  THIS SECTION WAS AMENDED BY ACT 2020-73 IN THE 2020 REGULAR SESSION, EFFECTIVE JANUARY 1, 2021. TO SEE THE AMENDED VERSION, SEE THE SECOND VERSION...
• Article 4 Reserved.
• Article 5 Reserved.
• 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 of stock and series of stock within a class, and the number of shares of...
• 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 stock of any class or of any series of any class of which the powers,...
• Section 10A-2A-6.03 Issued and outstanding stock
  (a) A corporation may issue the number of shares of stock of each class or series authorized by the certificate of incorporation. Stock that is...
• Section 10A-2A-6.04 Fractional stock
  (a) A corporation may issue fractions of a share of stock or in lieu of doing so may: (1) pay in cash the value of...
• 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 irrevocable for six months unless the subscription agreement provides a longer or shorter period or...
• Section 10A-2A-6.21 Issuance of stock
  (a) The powers granted in this section to the board of directors may be reserved to the stockholders by the certificate of incorporation. (b) The...
• Section 10A-2A-6.22 Liability of stockholders
  (a) A purchaser from a corporation of the corporation's own stock is not liable to the corporation or its creditors with respect to the stock...
• Section 10A-2A-6.23 Stock dividends
  (a) Unless the certificate of incorporation provides otherwise, stock may be issued pro rata and without consideration to the corporation's stockholders or to the stockholders...
• Section 10A-2A-6.24 Stock rights, options, warrants, and awards
  (a) A corporation may issue rights, options, or warrants for the purchase of stock or other securities of the corporation. The board of directors shall...
• Section 10A-2A-6.25 Form and content of certifications
  (a) Stock may, but need not, be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of stockholders...
• Section 10A-2A-6.26 Uncertificated interests
  (a) Unless the certificate of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all...
• Section 10A-2A-6.27 Restriction on transfer of stock
  (a) The certificate of incorporation, the bylaws, an agreement among stockholders, or an agreement between stockholders and the corporation may impose restrictions on the transfer...
• Section 10A-2A-6.28 Expense of issue
  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.
• 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 preemptive right to acquire the corporation's unissued stock except to the extent the certificate of...
• Section 10A-2A-6.31 Corporation's acquisition of its own stock
  (a) A corporation may acquire its own stock, and, unless otherwise provided in the certificate of incorporation, stock so acquired constitutes authorized but unissued stock....
• Division D Distributions.
• Section 10A-2A-6.40 Distributions to stockholders
  (a) The board of directors may authorize and the corporation may make distributions to its stockholders subject to restriction by the certificate of incorporation and...
• Article 7 Stockholders.
• Division A Meetings.
• Section 10A-2A-7.01 Annual meetings
  (a) Unless directors are elected by written consent in lieu of an annual meeting as permitted by Section 10A-2A-7.04, a corporation shall hold a meeting...
• Section 10A-2A-7.02 Special meetings
  (a) Special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by...
• Section 10A-2A-7.03 Court-ordered meetings
  (a) The designated court, and if none, the circuit court for the county in which the corporation's principal office is located in this state, and,...
• Section 10A-2A-7.04 Action without meeting
  (a) Unless otherwise provided in the certificate of incorporation, any action required or permitted by this chapter to be taken at any meeting of the...
• Section 10A-2A-7.05 Notice of meeting
  (a) A corporation shall notify stockholders of the place, if any, date, and time of each annual and special stockholders' meeting no fewer than 10...
• Section 10A-2A-7.06 Waiver of notice
  (a) A stockholder may waive any notice required by this chapter or the certificate of incorporation or bylaws, before or after the date and time...
• Section 10A-2A-7.07 Record date for meeting
  (a) The certificate of incorporation or bylaws may fix or provide the manner of fixing the record date or dates for one or more voting...
• Section 10A-2A-7.08 Conduct of meeting
  Unless the certificate of incorporation or bylaws provide otherwise, a meeting of the stockholders shall be conducted as follows: (a) At each meeting of stockholders,...
• 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 participate in any meeting of stockholders by means of remote communication to the extent the...
• Division B Voting.
• Section 10A-2A-7.20 Stockholders' list for meeting
  (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its stockholders who are...
• Section 10A-2A-7.21 Voting entitlement of stock
  (a) Except as provided in subsections (b) and (d) or unless the certificate of incorporation provides otherwise, each outstanding share of stock, regardless of class...
• Section 10A-2A-7.22 Proxies
  (a) A stockholder may vote the stockholder's stock in person or by proxy. (b) A stockholder, or the stockholder's agent or attorney-in-fact, may appoint a...
• Section 10A-2A-7.23 Stock held by intermediaries and nominees
  (a) A corporation's board of directors may establish a procedure under which a person on whose behalf stock is registered in the name of an...
• Section 10A-2A-7.24 Acceptance of votes and other instruments
  (a) If the name signed on a vote, ballot, consent, waiver, stockholder demand, or proxy appointment corresponds to the name of a stockholder, the corporation,...
• Section 10A-2A-7.25 Quorum and voting requirements for voting groups
  (a) Stock entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those...
• Section 10A-2A-7.26 Action by single and multiple voting groups
  (a) If the certificate of incorporation or this chapter provides for voting by a single voting group on a matter, action on that matter is...
• Section 10A-2A-7.27 Modifying quorum or voting requirements
  An amendment to the certificate of incorporation that adds, changes, or deletes a quorum or voting requirement shall meet the same quorum requirement and be...
• Section 10A-2A-7.28 Voting for directors; cumulative voting
  (a) Unless otherwise provided in the certificate of incorporation, directors are elected by a plurality of the votes cast by the stock entitled to vote...
• Section 10A-2A-7.29 Inspectors of election
  (a) The corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written...
• Division C Voting Trusts and Agreements.
• Section 10A-2A-7.30 Voting trusts
  (a) One or more stockholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing...
• Section 10A-2A-7.31 Voting agreements
  (a) Two or more stockholders may provide for the manner in which they will vote their stock by signing an agreement for that purpose. A...
• Section 10A-2A-7.32 Stockholder agreements
  (a) An agreement among the stockholders of a corporation that complies with this section is effective among the stockholders and the corporation even though it...
• Division D Derivative Proceedings.
• Section 10A-2A-7.40 Division definitions
  In this division: (1) COURT means the designated court, and if none, the circuit court for the county in which the corporation's principal office is...
• Section 10A-2A-7.41 Right of derivative action
  A stockholder may commence or maintain a derivative action in the right of a corporation to enforce a right of the corporation by complying with...
• Section 10A-2A-7.42 Standing
  A stockholder may commence or maintain a derivative action in the right of the corporation only if the stockholder: (1) fairly and adequately represents the...
• Section 10A-2A-7.43 Demand
  A stockholder may commence a derivative action in the right of the corporation, if: (a) the stockholder first makes a written demand upon the corporation...
• Section 10A-2A-7.44 Pleading
  In a derivative action, the complaint must state with particularity: (a) the date and content of plaintiff's demand and the corporation's response by the corporation...
• Section 10A-2A-7.45 Stay of proceedings
  For the purpose of allowing the corporation time to undertake an inquiry into the allegations made in the demand or complaint commenced pursuant to this...
• Section 10A-2A-7.46 Discontinuance or settlement
  A derivative action may not be dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be...
• Section 10A-2A-7.47 Proceeds and expenses
  (a) Except as otherwise provided in subsection (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong...
• Section 10A-2A-7.48 Applicability to foreign corporations
  In any derivative action in the right of a foreign corporation, the right of a person to commence or maintain a derivative action in the...
• 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 under Section 10A-2A-7.32, each corporation shall have a board of directors. (b) Except as may...
• Section 10A-2A-8.02 Qualifications of directors
  (a) The certificate of incorporation or bylaws may prescribe qualifications for directors or for nominees for directors. Qualifications must be reasonable as applied to the...
• Section 10A-2A-8.03 Number and election of directors
  (a) A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the certificate of...
• 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 of directors pursuant to Section 10A-2A-6.02 authorizes dividing the stock into classes or series, the...
• Section 10A-2A-8.05 Terms of directors generally
  (a) The terms of the initial directors of a corporation expire at the first stockholders' meeting at which directors are elected. (b) The terms of...
• Section 10A-2A-8.06 Staggered terms for directors
  The certificate of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with...
• Section 10A-2A-8.07 Resignation of directors
  (a) A director may resign at any time by delivering a written notice of resignation to the board of directors or its chair, to the...
• Section 10A-2A-8.08 Removal of directors by stockholders
  (a) The stockholders may remove one or more directors with or without cause unless the certificate of incorporation provides that directors may be removed only...
• Section 10A-2A-8.09 Removal of directors by judicial proceeding
  (a) The designated court, and if none, the circuit court for the county in which the corporation's principal office is located in this state, and...
• Section 10A-2A-8.10 Vacancy on board of directors
  (a) Unless the certificate of incorporation provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in...
• Section 10A-2A-8.11 Compensation of directors
  Unless the certificate of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
• 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 meetings in or out of this state. (b) Unless restricted by the certificate of incorporation...
• Section 10A-2A-8.21 Action without meeting
  (a) Except to the extent that the certificate of incorporation or bylaws require that action by the board of directors be taken at a meeting,...
• Section 10A-2A-8.22 Notice of meeting
  (a) Unless the certificate of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date,...
• Section 10A-2A-8.23 Waiver of notice
  (a) A director may waive any notice required by this chapter, the certificate of incorporation or the bylaws before or after the date and time...
• Section 10A-2A-8.24 Quorum and voting
  (a) Unless the certificate of incorporation or bylaws provide for a greater or lesser number or unless otherwise expressly provided in this chapter, a quorum of...
• Section 10A-2A-8.25 Committees of the board
  (a) Unless this chapter, the certificate of incorporation, or the bylaws provide otherwise, a board of directors may establish one or more board committees composed...
• Section 10A-2A-8.26 Submission of matters for stockholder vote. 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 corporation may agree to submit a matter to a vote of its stockholders even if, after approving the matter, the board of directors determines...
• Division C Directors.
• Section 10A-2A-8.30 Standards of conduct for directors
  Notwithstanding Division C of Article 3 of Chapter 1: (a) Each member of the board of directors, when discharging the duties of a director, shall...
• Section 10A-2A-8.31 Standards of liability for directors
  Notwithstanding Division C of Article 3 of Chapter 1: (a) A director shall not be liable to the corporation or its stockholders for any decision...
• Section 10A-2A-8.32 Directors' liability for unlawful distributions. 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) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to Section 10A-2A-6.40(a) or...
• Division D Officers.
• Section 10A-2A-8.40 Officers
  (a) A corporation has the officers described in its certificate of incorporation or bylaws or appointed by the board of directors in accordance with the...
• Section 10A-2A-8.41 Functions of officers
  Each officer has the authority and shall perform the functions set forth in the certificate of incorporation or bylaws or, to the extent consistent with...
• Section 10A-2A-8.42 Standards of conduct for officers
  Notwithstanding Division C of Article 3 of Chapter 1: (a) An officer, when performing in his or her capacity as such, has the duty to act:...
• Section 10A-2A-8.43 Resignation and removal of officers
  Notwithstanding Division C of Article 3 of Chapter 1: (a) An officer may resign at any time by delivering a written notice to the board...
• Section 10A-2A-8.44 Contract rights of officers. 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 election or appointment of an officer does not itself create contract rights. (b) An officer's removal does not affect the officer's contract rights, if...
• Division E Indemnification and Advance for Expenses.
• Section 10A-2A-8.50 Division definitions
  In this division: (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation. (2) "Director" or "officer" means an individual who is or...
• Section 10A-2A-8.51 Permissible indemnification
  (a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual is...
• Section 10A-2A-8.52 Mandatory indemnification
  A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director...
• Section 10A-2A-8.53 Advance for expenses
  (a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by...
• Section 10A-2A-8.54 Court-ordered indemnification and advance for expenses
  (a) A director who is a party to a proceeding because he or she is a director may apply for indemnification or an advance for...
• Section 10A-2A-8.55 Determination and authorization of indemnification
  (a) A corporation may not indemnify a director under Section 10A-2A-8.51 unless authorized for a specific proceeding after a determination has been made that indemnification...
• Section 10A-2A-8.56 Indemnification of officers
  (a) A corporation may indemnify and advance expenses under this Division E of this Article 8 to an officer who is a party to a...
• Section 10A-2A-8.57 Insurance
  A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a...
• Section 10A-2A-8.58 Variation by corporate action; application of division
  (a) A corporation may, by a provision in its certificate of incorporation, bylaws, or in a resolution adopted or a contract approved by the board...
• Section 10A-2A-8.59 Exclusivity of division. 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
  Notwithstanding Division A of Article 6 of Chapter 1, a corporation may provide indemnification or advance expenses to a director or an officer only as...
• 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 or more of its directors or officers, or between a corporation and any other corporation,...
• Article 9 Conversions.
• Division A Article Definitions.
• Section 10A-2A-9.01 Definitions. 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
  As used in this Article 9: Notwithstanding Section 10A-1-1.03, as used in this article, unless the context otherwise requires, the following terms have the following...
• Division B Conversion.
• Section 10A-2A-9.11 Conversion
  (a) An organization other than a corporation may convert to a corporation, and a corporation may convert to an organization other than a corporation pursuant...
• Section 10A-2A-9.12 Action on a plan of conversion
  In the case of a conversion of a corporation the plan of conversion shall be adopted in the following manner: (a) The plan of conversion...
• Section 10A-2A-9.13 Statement of conversion; effectiveness
  (a) After a plan of conversion is approved: (1) if the converting organization is an organization formed under, or its internal affairs are governed by,...
• Section 10A-2A-9.14 Amendment of plan of conversion; abandonment
  (a) A plan of conversion of a converting organization that is a corporation may be amended: (1) in the same manner as the plan was...
• Section 10A-2A-9.15 Effect of conversion
  (a) When a conversion takes effect: (1) all property and contract rights owned by the converting organization remain vested in the converted organization without transfer,...
• Section 10A-2A-9.16 Nonexclusive. 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
  This article is not exclusive. This article does not preclude a corporation from converting under law other than this chapter.
• 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 any time to add or change a provision that is required or permitted in the...
• Section 10A-2A-10.02 Amendment before issuance of stock
  If a corporation has not yet issued stock, its board of directors, or its incorporators if it has no board of directors, may adopt one...
• Section 10A-2A-10.03 Amendment by board of directors and stockholders
  If a corporation has issued stock, an amendment to the certificate of incorporation shall be adopted in the following manner: (a) The proposed amendment shall...
• Section 10A-2A-10.04 Voting on amendments by voting groups
  (a) The holders of the outstanding stock of a class are entitled to vote as a separate voting group (if stockholder voting is otherwise required...
• Section 10A-2A-10.05 Amendment by board of directors
  Unless the certificate of incorporation provides otherwise, a corporation's board of directors may adopt amendments to the corporation's certificate of incorporation without stockholder approval: (a)...
• Section 10A-2A-10.06 Certificate of amendment
  Notwithstanding Division B of Article 3 of Chapter 1: (a) After an amendment to the certificate of incorporation has been adopted and approved in the...
• Section 10A-2A-10.07 Restated certificate of incorporation
  Notwithstanding Division B of Article 3 of Chapter 1: (a) A corporation's board of directors may restate its certificate of incorporation at any time, without...
• Section 10A-2A-10.08 Amendment pursuant to reorganization
  Notwithstanding Division B of Article 3 of Chapter 1: (a) A corporation's certificate of incorporation may be amended without action by the board of directors...
• Section 10A-2A-10.09 Effect of amendment. 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) An amendment to the certificate of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding...
• 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 bylaws. (b) A corporation's board of directors may amend or repeal the corporation's bylaws, unless:...
• 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 for the board of directors or that requires a meeting of stockholders to be held...
• 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 adoption of a bylaw pursuant to this section, (ii) alters the vote specified in Section...
• Article 11 Mergers and Stock Exchanges.
• Section 10A-2A-11.01 Definitions
  Notwithstanding Section 10A-1-1.03, as used in this article, unless the context otherwise requires, the following terms mean: (1) "Acquired entity" means the corporation or foreign...
• Section 10A-2A-11.02 Merger
  (a) A corporation may merge with one or more other constituent organizations pursuant to this article, and a plan of merger, if: (1) the governing...
• Section 10A-2A-11.03 Stock exchange
  (a) By complying with this Article 11: (1) a corporation may acquire all of the stock of one or more classes or series of stock,...
• Section 10A-2A-11.04 Action on a plan of merger or stock exchange
  In the case of a corporation that is a constituent organization or the acquired entity in a stock exchange, the plan of merger or stock...
• Section 10A-2A-11.05 Merger between parent and subsidiary or between subsidiaries
  (a) A domestic or foreign parent entity that owns stock of a corporation which carries at least 90 percent of the voting power of each...
• Section 10A-2A-11.06 Statement or merger or stock exchange
  (a) After a plan of merger has been adopted and approved as required by this article, then a statement of merger shall be signed by...
• Section 10A-2A-11.07 Effect of merger or stock exchange
  (a) When a merger becomes effective: (1) the surviving organization continues or, in the case of a surviving organization created pursuant to the merger, comes...
• Section 10A-2A-11.08 Abandonment of a merger or stock exchange
  (a) After a plan of merger or stock exchange has been adopted and approved as required by this Article 11, and before the statement of...
• Section 10A-2A-11.09 Nonexclusive. 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
  This article is not exclusive. This article does not preclude a corporation from merging or exchanging its stock under law other than this chapter.
• 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 of incorporation otherwise provides: (a) to sell, lease, exchange, or otherwise dispose of any or...
• Section 10A-2A-12.02 Stockholder approval of certain dispositions
  (a) A sale, lease, exchange, or other disposition of assets, other than a disposition described in Section 10A-2A-12.01, requires approval of the corporation's stockholders if...
• Article 13 Appraisal Rights.
• Division A Right to Appraisal and Payment for Stock.
• Section 10A-2A-13.01 Definitions
  Notwithstanding Chapter 1, in this Article 13: (1) "Affiliate" means a person that directly or indirectly through one or more intermediaries controls, is controlled by,...
• Section 10A-2A-13.02 Right to appraisal
  (a) A stockholder is entitled to appraisal rights, and to obtain payment of the fair value of that stockholder's stock, in the event of any...
• Section 10A-2A-13.03 Assertion of rights by nominees and beneficial stockholders. 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) A record stockholder may assert appraisal rights as to fewer than all the shares of stock registered in the record stockholder's name but owned...
• 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 to be submitted to a vote at a stockholders' meeting, the meeting notice (or where...
• 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 submitted to a vote at a stockholders' meeting, a stockholder who wishes to assert appraisal...
• Section 10A-2A-13.22 Appraisal notice and form
  (a) If a corporate action requiring appraisal rights under Section 10A-2A-13.02(a) becomes effective, the corporation shall deliver a written appraisal notice and form required by...
• Section 10A-2A-13.23 Perfection of rights; right to withdraw
  (a) A stockholder who receives notice pursuant to Section 10A-2A-13.22 and who wishes to exercise appraisal rights shall sign and return the form sent by...
• Section 10A-2A-13.24 Payment
  (a) Except as provided in Section 10A-2A-13.25, within 30 days after the form required by Section 10A-2A-13.22(b)(2)(ii) is due, the corporation shall pay in cash...
• Section 10A-2A-13.25 After-acquired stock
  (a) A corporation may elect to withhold payment required by Section 10A-2A-13.24 from any stockholder who was required to, but did not certify that beneficial...
• Section 10A-2A-13.26 Procedure if stockholder dissatisfied with payment or offer. 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) A stockholder paid pursuant to Section 10A-2A-13.24 who is dissatisfied with the amount of the payment shall notify the corporation in writing of that...
• Division C Judicial Appraisal of Stock.
• Section 10A-2A-13.30 Court action
  (a) If a stockholder makes demand for payment under Section 10A-2A-13.26 which remains unsettled, the corporation shall commence a proceeding within 60 days after receiving...
• Section 10A-2A-13.31 Court costs and expenses. 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 court in an appraisal proceeding commenced under Section 10A-2A-13.30 shall determine all court costs of the proceeding, including the reasonable compensation and expenses...
• Division D Other Remedies.
• Section 10A-2A-13.40 Other remedies limited. 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 legality of a proposed or completed corporate action described in Section 10A-2A-13.02(a) may not be contested, nor may the corporate action be enjoined,...
• 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 corporation that has not issued stock or has not commenced business may dissolve the corporation...
• Section 10A-2A-14.02 Dissolution by board of directors and stockholders
  (a) The board of directors may propose dissolution for submission to the stockholders by first adopting a resolution authorizing the dissolution. (b) For a proposal...
• Section 10A-2A-14.03 Certificate of dissolution
  (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing a certificate of dissolution...
• Section 10A-2A-14.04 Revocation of dissolution; reinstatement
  (a) A corporation may revoke its dissolution within 120 days after its effective date and be reinstated. (b) Revocation of dissolution and reinstatement shall be...
• Section 10A-2A-14.05 Effect of dissolution
  (a) A dissolved corporation continues its existence as a corporation but may not carry on any business except as is appropriate to wind up and...
• Section 10A-2A-14.06 Known claims against dissolved corporation
  (a) A dissolved corporation may dispose of any known claims against it by following the procedures described in subsection (b) at any time after the...
• Section 10A-2A-14.07 Other claims against dissolved corporation
  (a) A dissolved corporation may publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with...
• Section 10A-2A-14.08 Director duties. 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) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions in liquidation of assets...
• Division B Judicial Dissolution.
• Section 10A-2A-14.10 Grounds for judicial dissolution
  (a) The circuit court for the county in which the corporation's principal office is located in this state, and if none in this state, the...
• Section 10A-2A-14.11 Procedure for judicial dissolution
  (a) Venue for a proceeding by the attorney general to dissolve a corporation lies in circuit court for the county in which the corporation's principal...
• Section 10A-2A-14.12 Receivership or custodianship
  (a) Unless an election to purchase has been filed under Section 10A-2A-14.14, a court in a judicial proceeding brought to dissolve a corporation may appoint...
• Section 10A-2A-14.13 Decree of dissolution
  (a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Section 10A-2A-14.10 exist, it may enter a...
• Section 10A-2A-14.14 Election to purchase in lieu of dissolution. 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) In a proceeding under Section 10A-2A-14.10(a)(2) to dissolve a corporation, the corporation may elect or, if it fails to elect, one or more stockholders...
• Division C Miscellaneous.
• Section 10A-2A-14.20 Deposit with state treasurer. 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
  Assets of a dissolved corporation that should be transferred to a creditor, claimant, or stockholder of the corporation who cannot be found or who is...
• Article 15
• Division A Governing Law.
• Section 10A-2A-15.01 Governing law. 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 law of the jurisdiction of formation of a foreign corporation governs: (1) the incorporation and internal affairs of the foreign corporation; (2) the...
• Division B Acting in a Fiduciary Capacity.
• Section 10A-2A-15.10 Definitions
  The term "foreign corporation," as used in this division, shall mean: (1) Any bank or other corporation now or hereafter organized or existing under the...
• Section 10A-2A-15.11 Authority of foreign corporation to act as fiduciary
  (a) Any foreign corporation may act in this state as trustee, personal representative, executor, administrator of any kind, guardian, conservator, or in any other like...
• 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 to the authority of this article in any fiduciary capacity or capacities in this state,...
• 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 capacity in this state pursuant to the provisions of this division, shall not be deemed...
• Section 10A-2A-15.14 Foreign corporation previously acting in fiduciary capacity in state
  The provisions of this division shall not prohibit any foreign corporation authorized to act in a fiduciary capacity or capacities in the state in which...
• Section 10A-2A-15.15 Service of process on foreign corporation acting in fiduciary capacity. 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
  Every foreign corporation acting in a fiduciary capacity in this state pursuant to the terms of this division shall be deemed to consent to service...
• 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 certificate of incorporation as currently in effect; (2) any notices to stockholders referred to in...
• Section 10A-2A-16.02 Inspection rights of stockholders
  (a) A stockholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records...
• Section 10A-2A-16.03 Scope of inspection right
  (a) A stockholder may appoint an agent or attorney to exercise the stockholder's inspection and copying rights under Section 10A-2A-16.02. (b) The corporation may, if...
• Section 10A-2A-16.04 Court-ordered inspection
  (a) If a corporation does not allow a stockholder who complies with Section 10A-2A-16.02(a) to inspect and copy any records required by that section to...
• Section 10A-2A-16.05 Inspection rights of directors
  (a) A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to...
• Division B Reports.
• Section 10A-2A-16.10 Financial statements for stockholders
  (a) Upon the written request of a stockholder, a corporation shall deliver or make available to the requesting stockholder by posting on its website or...
• Section 10A-2A-16.11 Annual report for Secretary of State. 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) Each corporation, and each foreign corporation authorized to transact business in this state, shall deliver to the Secretary of State for filing an annual...
• Article 17 Benefit Corporations.
• Section 10A-2A-17.01 Application of Article 17; definitions
  (a) A corporation electing to become a benefit corporation under this article in the manner prescribed in this article is subject in all respects to...
• Section 10A-2A-17.02 Name; stock certificates
  (a) The name of a benefit corporation must comply with Section 10A-1-5.04(e). (b) Any stock certificate issued by a benefit corporation, and any information statement...
• Section 10A-2A-17.03 Certain amendments and transactions; votes required
  (a) Unless the certificate of incorporation requires a greater vote, in addition to any other approval of stockholders required under this chapter, the approval of...
• Section 10A-2A-17.04 Duties of directors
  (a) Each member of the board of directors of a benefit corporation, when discharging the duties of a director, shall act: (i) in a responsible...
• Section 10A-2A-17.05 Annual benefit report
  (a) No less than annually, a benefit corporation shall prepare a benefit report addressing the efforts of the corporation during the preceding year to operate...
• Section 10A-2A-17.06 Rights of action
  (a) Except in a proceeding authorized under Section 10A-2A-17.05(c) or this section, no person other than the corporation, or a stockholder in the right of...
• Article 18 Transition Provisions.
• Section 10A-2A-18.01 Application to existing corporations
  (a) Before January 1, 2021, this chapter governs only: (1) a corporation incorporated on or after January 1, 2020; and (2) a corporation incorporated before...
• Section 10A-2A-18.02 Application to existing foreign corporations
  A foreign corporation registered or authorized to transact business in this state on January 1, 2020, is subject to this chapter and is deemed to...
• Section 10A-2A-18.03 Saving provisions
  (a) Except as provided in subsection (b), the repeal of a statute by this chapter does not affect: (1) the operation of the statute or...
• Section 10A-2A-18.04 Severability
  If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity...
• 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 in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but does not...
• Section 10A-2A-18.06 Interstate application
  A corporation formed and existing under this chapter may conduct its business and affairs, carry on its operations, and have and exercise the powers granted...

Last modified: May 3, 2021