Title 10A — Title 10A

(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 stockholder’s estimate of the fair value of the stock and demand payment of that estimate (less any payment under Section 10A…

(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 the payment demand and petition the court to determine the fair value of the stock and accrued interest. If…

(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 of appraisers appointed by the court. The court shall assess the court costs against the corporation…

(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described in Section 10A-2A-13.02(a) may not be contested, nor may the corporate action be enjoined, set aside or rescinded, in a legal or equitable proceeding by a stockholder after the stockholders have approved the c…

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 by delivering to the Secretary of State for filing a certificate of dissolution that sets forth: (a) the name of the corporat…

(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 to dissolve to be adopted, it shall then be approved by the stockholders. In submitting the proposal to dissolve to…

(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 setting forth: (1) the name of the corporation; (2) the date that dissolution was authorized; (3) if dissolution was appro…

(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 authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation and rei…

(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 liquidate its business and affairs, including: (1) collecting its assets; (2) disposing of its properties that will not be distributed in…

(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 effective date of the dissolution of the corporation. (b) A dissolved corporation may give written notice of the dissolution to the…

(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 the notice. (b) The notice authorized by subsection (a) must: (1) be published at least one time in a newspaper…

(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 to stockholders after payment or provision for claims. (b) Directors of a dissolved corporation which has dispos…

August 1, 2026.] AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE. (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 circuit court for the county in which the co…

(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 office is located in this state, and if none in this state, in the circuit court for the county in which the corporation’s most r…

(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 one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corpor…

(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Section 10A-2A-14.10 exist, the court may enter a decree dissolving the corporation and specifying the effective date of the dissolution. If the court enters a decree dissol…

(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 may elect to purchase all stock owned by the petitioning stockholder at the fair value of the stock. An election pursuant t…

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 not competent to receive them shall be reduced to cash and deposited with the State Treasurer or other appropriate state official …

(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 liability of its stockholders as stockholders for the debts, obligations, or other liabilities of the foreign corporation;…

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 laws of any state of the United States other than this state; and (2) Any national banking association or other corporation org…

(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 or similar fiduciary capacity, whether the appointment is by law, will, deed, inter vivos trust, mortgage, deed …

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, the foreign corporation shall file with the Commissioner of Revenue of this state a verif…

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 to be transacting business in this state, but no foreign corporation acting in a fiduciary capacity in this state pursuant …

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 it is incorporated or any national banking association or other corporation organized under the laws of the United States autho…

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 of all legal process in any action or proceeding against it and to service of any notice or demand permitted or required by law rela…

(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-1.20(c)(5) specifying facts on which a filed document is dependent if those facts are not included in…

until August 1, 2026.] AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE. (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 of the corporation d…

August 1, 2026.] AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE. (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 reasonable, sat…

August 1, 2026.] AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE. (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 be available for inspection, …

(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 the extent reasonably related to the performance of the director’s duties as a director, including duties as a member of a board committe…

[Effective until August 1, 2026.] THIS SECTION WAS REPEALED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. (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 by other generally recogn…

REPEALED BY ACT 2024-213, EFFECTIVE OCTOBER 1, 2024. History: (Act 2019-94, §1.)

(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 the provisions of this chapter, except to the extent this article imposes additional or different requirements, in which case those…

(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 delivered by a benefit corporation pursuant to Section 10A-2A-6.26(b), must note conspicuously that the corporati…

(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 at least two-thirds of the votes entitled to be cast thereon, and, if any class or series of stock is entitled to vo…

(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 and sustainable manner, and (ii) in a manner that pursues the public benefit or benefits identified in any public benefit provision. (b) …

(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 in a responsible and sustainable manner, to pursue any public benefit or benefits identified in any public benefit provis…

(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 the corporation pursuant to subsection (b), may bring an action or assert a claim with respect to the violation of any duty …

(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 January 1, 2020, which elects, by amending or restating that corporation’s certificate of incorporation, to be governed by …

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 be registered to transact business in this state, and is not required to renew its registration to transact business under Article 7, …

(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 any action taken under it before its repeal; (2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incur…

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 does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or applic…

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 modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. Section 7001(c), or authorize electronic delivery of…

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 by this chapter in any state, foreign country, or other jurisdiction. History: (Act 2019-94, §1; §10A-2A-17.06; renumbered …

Section 10A-1-3.04 shall not apply to this chapter. In order to incorporate a corporation, one or more incorporators must execute a certificate of incorporation and deliver it for filing to the Secretary of State. History: (Act 2019-94, §1; Act 2021-299, §3.)

August 1, 2026.] AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE. Section 10A-1-3.05 shall not apply to this chapter. Instead: (a) The certificate of incorporation must set forth: (1) a corporate name for the corporation that satisfies the requirem…

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 for all liabilities created while so acting. History: (Act 2019-94, §1.)

(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 of a majority of the directors, to complete the organization of the corporation by appointing officers, adoptin…

AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE. (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 any provision that is not inconsistent with la…

(a) Unless the certificate of incorporation provides otherwise, bylaws may be adopted to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the stockholders, may make all provisions necessary for managing…