Title 10A

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 was a party because he or she was a director of the corporation against expenses incurred by the director in connection with the …

(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 an individual who is a party to the proceeding because that individual is a director if the director delivers to the corpo…

(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 expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice…

(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 is permissible because the director has met the relevant standard of conduct set forth in Section 10A-2A-8…

(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 proceeding because he or she is an officer (1) to the same extent as a director; and (2) if he or she is an officer but not a director, to such further e…

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 director or officer of the corporation, serves at the corporation’s request as a director, officer, partner, trustee, employee, or agent o…

(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 of directors or stockholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification…

A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this Division E. (Act 2019-94, §1; Act 2021-299, §3; Act 2023-503, §3.)

(a) As used in this chapter, unless otherwise specified or unless the context otherwise requires, the following terms shall mean: (1) CONFLICTING INTEREST TRANSACTION means an act or transaction effected or proposed to be effected by the corporation (or by an entity controlled by…

(a) If a director or officer pursues or takes advantage of a corporate opportunity directly, or indirectly through or on behalf of another person, that action may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, …

As used in this Article 9: As used in this article, unless the context otherwise requires, the following terms have the following meanings: (1) CONVERTED ORGANIZATION means the organization into which a converting organization converts pursuant to this article. (2) CONVERTING COR…

(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 to this article, and a plan of conversion, if: (1) the governing statute of the organization that is not a corporation aut…

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 shall first be adopted by the board of directors. (b) The plan of conversion shall then be approved by the stockholders. In submitting the plan…

(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, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), whi…

(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 approved, if the plan does not provide for the manner in which it may be amended; or (2) in the manner provided in the plan, except that if the plan …

(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, reversion, or impairment, and the title to any property vested by deed or otherwise in the converting organi…

This article is not exclusive. This article does not preclude a corporation from converting under law other than this chapter. (Act 2019-94, §1.)

Division B of Article 3 of Chapter 1 shall not apply to this chapter. (Act 2023-503, §4.)

(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 certificate of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the c…

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 or more amendments to the corporation’s certificate of incorporation. (Act 2019-94, §1.)

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 first be adopted by the board of directors. (b) Except as provided in Sections 10A-2A-10.05, 10A-2A-10.07, and 10A-2A-10.…

(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 by this chapter) on a proposed amendment to the certificate of incorporation if the amendment would: (1) effect an exchange or reclassi…

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) to extend the duration of the corporation if it was incorporated at a time when …

(a) After an amendment to the certificate of incorporation has been adopted and approved in the manner required by this chapter and by the certificate of incorporation, the corporation shall deliver to the Secretary of State for filing a certificate of amendment, which must set f…

(a) A corporation’s board of directors may restate its certificate of incorporation at any time, without stockholder approval, to consolidate all amendments into a single document. The restated certificate of incorporation may amend the certificate of incorporation with those ame…

(a) A corporation’s certificate of incorporation may be amended without action by the board of directors or stockholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States if the certific…

(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 to which the corporation is a party, or the existing rights of persons other than the stockholders. An amendment changing a corpora…

(a) A restated certificate of incorporation takes effect when the filing of the restated certificate of incorporation takes effect as provided by Article 4 of Chapter 1. (b) On the date and time the restated certificate of incorporation takes effect, the original certificate of i…

(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: (1) the certificate of incorporation, Section 10A-2A-10.21 or, if applicable, Section 10A-2A-10.22, reserves…

(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 at a place may be amended or repealed: (1) if originally adopted by the stockholders, only by the stockholders, unless the bylaw otherwise pr…

(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 10A-2A-7.28(a), or (iii) provides for cumulative voting, a corporation may elect in its bylaws to be governed in the …

As used in this article, unless the context otherwise requires, the following terms mean: (1) ACQUIRED ENTITY means the corporation or foreign corporation that will have all of one or more classes or series of its stock acquired in a stock exchange. (2) ACQUIRING ENTITY means the…

(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 statute of each of the other organizations authorizes the merger; (2) the merger is not prohibited by the law of a jurisdiction that …

(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, of another corporation or foreign corporation, in exchange for stock or other securities, obligations, rights to acquire stock or other securities, cas…

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 exchange shall be adopted in the following manner: (a) The plan of merger or stock exchange shall first be adopted by the board of directors. (b…

(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 class and series of the outstanding stock of that subsidiary corporation that has voting power may (i) merge that subsidiary corporation into its…

(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 each party to the merger except as provided in Section 10A-2A-11.05(a). The statement of merger must set forth: (1) the name, type of organization, …

(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 into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separ…

(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 merger or stock exchange has become effective, the plan may be abandoned by a corporation that is a party to the plan without action by its stock…

This article is not exclusive. This article does not preclude a corporation from merging or exchanging its stock under law other than this chapter. (Act 2019-94, §1.)

(a) No approval of the stockholders is required, unless the certificate of incorporation otherwise provides: (1) to sell, lease, exchange, or otherwise dispose of any or all of the corporation’s assets in the usual and regular course of business; (2) to mortgage, pledge, dedicate…

(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 the disposition would leave the corporation without a significant continuing business activity. A corpor…

In this Article 13: (1) AFFILIATE means a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive of that person. For purposes of Section 10A-2A-13.02(b)(4), a person…

(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 of the following corporate actions: (1) consummation of a merger to which the corporation is a party (i) if the corporation is a subsidiary …

(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 by a beneficial stockholder or a voting trust beneficial owner only if the record stockholder objects with respect to all shares of …

(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 no approval of the corporate action is required pursuant to Section 10A-2A-11.04(j), the offer made pursuant to Section 10A-2A…