Title 10A

(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 valid and putative stock, regardless of whether entitled to vote, as of (i) the date of such action by the board o…

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) Each defective corporate action ratified in accordance with Section 10A-2A-1.47 shall not be void or voidable as a result of t…

(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 filing instrument to be delivered to a filing officer for filing and either (i) the filing instrument requires any change to give effect…

(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 beneficial owner of the corporation, including any stockholder, beneficial stockholder or unrestri…

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. (Act 2019-94, §1; Act 2021-299, §3.)

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 requirements of Article 5 of Chapter 1; (2) the number of shares of stock the corporation is authorized to…

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. (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…

(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 law or the certificate of incorporation. (c) The bylaws may contain one or more of …

(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…

(a) The certificate of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all internal corporate claims shall be brought exclusively in any specified court or courts of this state and, if so specified, in any additional co…

(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 the certificate of incorporation. (b) A corporation engaging in a business that is subject to regulation under another statute of…

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 individual to do all things necessary or convenient to carry out its business and affairs, including all entity …

(a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may: (1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) relocate the principal office, designate altern…

(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation’s power to act may be challenged: (1) in a proceeding by a stockholder against the corporation to en…

Action validly taken pursuant to one provision of this chapter shall not be deemed invalid solely because it is identical or similar in substance to an action that could have been taken pursuant to some other provision of this chapter but fails to satisfy one or more requirements…

(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 stock of each class and series, that the corporation is authorized to issue. If more than one class or series of stock is authorized, the certi…

(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, designations, preferences, and relative, participating, optional, or other rights, if any, or the qualifications, limitations, or restrictions thereof, if…

(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 issued is outstanding stock until it is reacquired, redeemed, converted, or cancelled. (b) The reacquisition, redemption, or conversion …

(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 fractions of a share of stock; (2) issue scrip in certificated or uncertificated form entitling the holder to receive a full share of stock upon surrendering enough …

(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 all the subscribers agree to revocation. (b) The board of directors may determine the payment terms of subscriptio…

(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 board of directors may authorize stock to be issued for consideration consisting of a contribution. Stock may be issued in one or more…

(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 except to pay the consideration for which the stock was authorized to be issued or specified in the subscription agreement. (b) A stockhol…

(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 of one or more classes or series of stock. An issuance of stock under this subsection is a stock dividen…

(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 determine (i) the terms and conditions upon which the rights, options, or warrants are issued; and (ii) the terms, including the…

(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 are identical regardless of whether their stock is represented by certificates. (b) Each stock certificate …

(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 of the shares of stock of any or all of its classes or series without certificates. The authorization does not affect shares …

(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 or registration of transfer of stock of the corporation. A restriction does not affect stock issued …

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. (Act 2019-94, §1.)

(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 incorporation so provides. (b) A statement included in the certificate of incorporation that “the corporation elects to have pr…

(a) A corporation may acquire its own stock, and, the stock so acquired shall constitute authorized but unissued stock, provided, however, that: (1) the certificate of incorporation may provide that the acquired stock shall constitute authorized, issued, but not outstanding stock…

(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 the limitation in subsection (c). (b) The board of directors may fix the record date for determining stockholders…

(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 of stockholders annually at a time stated in or fixed in accordance with the certificate of incorporation or bylaws at which di…

(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 the certificate of incorporation or by the bylaws. (b) In the event that the certificate of incorporation or bylaws allow stockholders to demand a…

(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, if none in this state, the circuit court for the county in which the corporation’s most recent registered office is located may summa…

(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 stockholders may be taken without a meeting, and without prior notice, if one or more consents in writing setting forth the action…

(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 nor more than 60 days before the meeting date. If the board of directors has authorized participation by means of remote communicatio…

(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 stated in the notice. The waiver must be in writing, be signed by the stockholder entitled to the notice, and be delivered to the corpo…

(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 groups to determine the stockholders entitled to notice of a stockholders’ meeting, to demand a special meeting, to vote, or to take any other ac…

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, a chair shall preside. The chair shall be appointed by the board of directors. (b) The board of directors shall d…

(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 board of directors authorizes participation for that class or series. Participation as a stockholder by means of remote communication…

(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 entitled to notice of the stockholders’ meeting. If the board of directors fixes a different record date under Section 10A-2A-7.07(e) to det…

(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 or series, is entitled to one vote on each matter voted on at a stockholders’ meeting. Only stock is entitled to v…

(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 proxy to vote or otherwise act for the stockholder by signing an appointment form, or by an electronic transmission. An elect…

(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 intermediary or nominee may elect to be treated by the corporation as the record stockholder by filing with the corporation a beneficial own…

(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, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, stockholder demand, or proxy appointmen…