Title 10A — Title 10A

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The appointment of an officer does not itself create contract rights. (b) An officer’s removal does not affect the officer’s contract rights, if any, wit…

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. In this division: (1) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predec…

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Except as provided in subsection (d), a corporation may indemnify an individual made a party to a proceeding because he or she is or was a director again…

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation shall indemnify a director who was successful, on the merits or otherwise, in the defense of any proceeding, or of any claim, issue or matter i…

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of t…

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding, or may file an action ther…

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A corporation may not indemnify a director under Section 10A-2-8.51 unless authorized in the specific case after a determination has been made that indem…

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) An officer of a corporation who is not a director is entitled to mandatory indemnification under Section 10A-2-8.52, and is entitled to apply for court-o…

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation may purchase and maintain insurance, or furnish similar protection, including but not limited to trust funds, self-insurance reserves, or the l…

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Any indemnification, or advance for expenses, authorized under this division shall not be deemed exclusive of and shall be in addition to that which may …

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. In this division: (1) “Conflicting interest” with respect to a corporation means the interest a director of the corporation has respecting a transaction effe…

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A transaction effected or proposed to be effected by a corporation, or by a subsidiary of the corporation or any other entity in which the corporation ha…

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Directors’ action respecting a transaction is effective for purposes of Section 10A-2-8.61(b)(1) if the transaction received the affirmative vote of a ma…

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Shareholders’ action respecting a transaction is effective for purposes of Section 10A-2-8.61(b)(2) if a majority of the votes entitled to be cast by the…

(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 Alabama Business Corporation Law. (b) This chapter and the provisions of Chapter 1, to the extent applicable to business corporations, apply…

(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 as follows: (1) Except as provided in subsection (a)(3), the certificate of incorporation, and any other instrument to be filed befo…

(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 if the writings filed in the office of the Secretary of State show that the corporation has been incorporated under the laws of this…

As used in this chapter, unless otherwise specified or unless the context otherwise requires, the following terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all classes and series a corporation or foreign corporation is authorized to issue. (2) BENEFICIA…

(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 the recipient, words in a notice or other communication under this chapter must be in English. (b) A notice or other communicat…

(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 fewer co-owners; (2) a corporation, partnership, trust, estate, or other entity; and (3) the trustees, guardians…

2026.] AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE. (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) to whom the limitation or elimination of the duty of…

(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 stockholders who share a common address if: (1) the corporation delivers one copy of the notice, report, or statement to the …

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 board of directors, a committee of the board of directors, an officer or agent of the corporation or the stockholders. (2) “Date …

(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. (b) Ratification under Section 10A-2A-1.47 or validation under Section 10A-2A-1.52 shall not be deemed to be the…

(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 (b)), the board of directors shall take action ratifying the action in accordance with Section 10A-2A-1.48, stating: (1) th…

(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 requirements applicable to the corporate action proposed to be ratified at the time the ratifying action is taken. (b) If …

(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…

Division B of Article 3 of Chapter 1 shall not apply to this chapter. History: (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. History: (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…

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

(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, …