Alabama Codes

Title 10 - Corporations, Partnerships And Associations

Chapter 1 - Business Corporations

Article 1 General Provisions.

Division A Short Title, Applicability, and Reservation of Power.

Section 10-2B-1.01 Short title and applicability
(a) This chapter shall be known and may be cited as the "Alabama Business Corporation Act." (b) Without in any way limiting the generality ...
Section 10-2B-1.02 Reservation of power to amend or repeal
The Alabama Legislature has power to amend or repeal all or part of this chapter at any time, and all domestic and foreign corporations ...

Division B Filing Documents.

Section 10-2B-1.20 Filing requirements
(a) A document must satisfy the requirements of this section and of any other section that adds to or varies these requirements, to be ...
Section 10-2B-1.21 Forms
The Secretary of State shall prescribe and furnish on request forms for: (1) an application for a certificate of existence, (2) a foreign corporation's ...
Section 10-2B-1.22 Filing, service, and copying fees
(a) The probate judge or the Secretary of State, as the case may be, shall collect the following fees when the documents described in ...
Section 10-2B-1.23 Effective time and date of document
(a) Except as provided in subsection (b) and Section 10-2B-1.24(c), a document accepted for filing is effective: (1) At the time of filing on ...
Section 10-2B-1.24 Correcting filed document
(a) A domestic or foreign corporation may correct a document filed by the probate judge or the Secretary of State if the document (1) ...
Section 10-2B-1.25 Place of filing and filing duties of probate judge and Secretary of State
(a) The following documents shall be delivered to the office of the probate judge for filing: (1) Articles of incorporation, (2) Articles of amendment ...
Section 10-2B-1.26 Appeal from probate judge's or Secretary of State's refusal to file document
(a) If the probate judge or the Secretary of State refuses to file a document delivered to his or her office for filing, the ...
Section 10-2B-1.27 Evidentiary effect of copy of filed document
A certificate attached to a copy of a document filed by the probate judge or Secretary of State, bearing his or her signature (which ...
Section 10-2B-1.28 Certificate of existence
(a) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization ...
Section 10-2B-1.29 Penalty for signing false document
(a) A person commits an offense if he or she signs a document he or she knows is false in any material respect with ...

Division C Probate Judge and Secretary of State.

Section 10-2B-1.30 Powers of probate judge and Secretary of State
Each probate judge and the Secretary of State shall have the powers reasonably necessary to perform the duties required of him or her by ...

Division D Definitions.

Section 10-2B-1.40 Definitions
In this chapter: (1) "Articles of incorporation" include amended and restated articles of incorporation and, in the case of a corporation existing on January ...
Section 10-2B-1.41 Notice
(a) Notice under this chapter must be in writing when written notice is required under this chapter or by the corporation's articles of incorporation ...

Article 2 Incorporation.

Section 10-2B-2.01 Incorporators
One or more persons may act as the incorporator or incorporators of a corporation by signing and delivering articles of incorporation to the probate ...
Section 10-2B-2.02 Articles of incorporation
(a) The articles of incorporation must set forth: (1) A corporate name for the corporation that satisfies the requirements of Section 10-2B-4.01; (2) The ...
Section 10-2B-2.03 Incorporation
(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The probate judge's filing ...
Section 10-2B-2.04 Liability for preincorporation transaction
Any person purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, is liable for all ...
Section 10-2B-2.05 Organization of corporation
(a) After incorporation the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization ...
Section 10-2B-2.06 Bylaws
(a) The board of directors of a corporation shall adopt initial bylaws for the corporation unless the right to adopt the initial bylaws is ...
Section 10-2B-2.07 Emergency bylaws
(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an ...
Section 10-2B-2.08 Incorporation by purchasers of property or franchise of corporation
The purchaser or purchasers at any sale, public or private, of the property or franchises of any corporation, if not a corporation authorized by ...

Article 3 Purposes and Powers.

Section 10-2B-3.01 Purposes
Corporations may be organized under this chapter for any lawful purpose or purposes. ...
Section 10-2B-3.02 General powers
Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as ...
Section 10-2B-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 ...
Section 10-2B-3.04 Ultra vires
(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or ...

Article 4 Name.

Section 10-2B-4.01 Corporate name
(a) A corporate name: (1) Must contain, in the case of any corporation organized after January 1, 1981, or any other corporation that amends ...
Section 10-2B-4.02 Reserved name
(a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is ...
Section 10-2B-4.03 Registered name
(a) A foreign corporation may register its corporate name, or its corporate name with any addition required by Section 10-2B-15.06, if the name is ...

Article 5 Office and Agent.

Section 10-2B-5.01 Registered office and registered agent
Each corporation must continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; ...
Section 10-2B-5.02 Change of registered office or registered agent
(a) A corporation may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change ...
Section 10-2B-5.03 Resignation of registered agent
(a) A registered agent may resign his or her agency appointment by signing and delivering to the Secretary of State for filing the signed ...
Section 10-2B-5.04 Service on corporation
(a) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served ...

Article 6 Shares and Distributions.

Division A Shares.

Section 10-2B-6.01 Authorized shares
(a) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized ...
Section 10-2B-6.02 Terms of class or series determined by board of directors
(a) If the articles of incorporation so provide, and if such action is not inconsistent with the provisions of the Constitution of Alabama of ...
Section 10-2B-6.03 Issued and outstanding shares
(a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued ...
Section 10-2B-6.04 Fractional shares
(a) A corporation may: (1) Issue fractions of a share or pay in money the value of fractions of a share; (2) Arrange for ...

Division B Issuance of Shares.

Section 10-2B-6.20 Subscription for shares before incorporation
(a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period ...
Section 10-2B-6.21 Issuance of shares
(a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (b) ...
Section 10-2B-6.22 Liability of shareholders and subscribers
(a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares ...
Section 10-2B-6.23 Share dividends
(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders of one or ...
Section 10-2B-6.24 Share options
Subject to requirements of the Constitution of Alabama of 1901 as the same may be amended from time to time, a corporation may issue ...
Section 10-2B-6.25 Form and content of certificates
(a) Shares shall be represented by certificates. (b) At a minimum each share certificate must state on its face: (1) The name of the ...
Section 10-2B-6.26 Shares without certificates
(a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or ...
Section 10-2B-6.27 Restriction on transfer of shares and other securities
(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer ...
Section 10-2B-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 ...

Division C Subsequent Acquisition of Shares by Shareholders and Corporation.

Section 10-2B-6.30 Shareholders' preemptive rights
(a) The shareholders of a corporation have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation ...
Section 10-2B-6.31 Corporation's acquisition of its own shares
(a) Except as otherwise provided in its articles of incorporation, a corporation may acquire its own shares. Unless the articles of incorporation prohibit their ...
Section 10-2B-6.32 Cancellation of reacquired shares
(a) A corporation may at any time, by resolution of its board of directors, and without shareholder action: (1) Cancel all or any part ...

Division D Distributions.

Section 10-2B-6.40 Distributions to shareholders
(a) A board of directors may authorize and the corporation may make distributions subject to restriction by the articles of incorporation and the limitation ...

Article 7 Shareholders.

Division A Meetings.

Section 10-2B-7.01 Annual meeting
(a) A corporation shall hold a meeting of shareholders annually at a time stated or fixed in accordance with the bylaws. (b) Annual shareholders' ...
Section 10-2B-7.02 Special meeting
(a) A corporation shall hold a special meeting of shareholders: (1) On call of its board of directors or the person or persons authorized ...
Section 10-2B-7.03 Court-ordered meeting
(a) The circuit court of the county where a corporation's principal office (or, if none in this state, its registered office) is located may ...
Section 10-2B-7.04 Action without meeting
(a) Except as provided in the articles of incorporation, action required or permitted by the Constitution of Alabama of 1901 or by this chapter ...
Section 10-2B-7.05 Notice of meeting
(a) A corporation, or, in the case of a special meeting called pursuant to Section 10-2B-7.02(a)(3), the persons calling the meeting, shall notify shareholders ...
Section 10-2B-7.06 Waiver of notice
(a) A shareholder may waive any notice required by the Constitution of Alabama of 1901, this chapter, the articles of incorporation, or bylaws before ...
Section 10-2B-7.07 Record date
(a) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine ...

Division B Voting.

Section 10-2B-7.20 Shareholders' 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 shareholders who ...
Section 10-2B-7.21 Voting entitlement of shares
(a) Except as provided in subsections (b) and (c) or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is ...
Section 10-2B-7.22 Proxies
(a) A shareholder may vote his or her shares in person or by proxy. (b) A shareholder or his or her agent or attorney-in-fact ...
Section 10-2B-7.23 Shares held by nominees
(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is ...
Section 10-2B-7.24 Corporation's acceptance of votes
(a) If the name signed on, or otherwise submitted by means of an electronic transmission with respect to, a vote, consent, waiver, or proxy ...
Section 10-2B-7.25 Quorum and voting requirements for voting groups
(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of ...
Section 10-2B-7.26 Action by single and multiple voting groups
(a) If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter ...
Section 10-2B-7.27 Greater quorum or voting requirements
(a) The articles of incorporation may provide for a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is provided ...
Section 10-2B-7.28 Voting for directors; cumulative voting
(a) Unless otherwise provided in the articles of incorporation, directors are elected by a majority of the votes cast by the shares entitled to ...

Division C Voting Trusts and Agreements.

Section 10-2B-7.30 Voting trust
(a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by ...
Section 10-2B-7.31 Voting agreements
(a) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. ...
Section 10-2B-7.32 Shareholder agreements
(a) An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though ...

Article 8 Directors and Officers.

Division A Board of Directors.

Section 10-2B-8.01 Requirement for and duties of board of directors
(a) Each corporation must have a board of directors. (b) All corporate powers shall be exercised by or under the authority of, and the ...
Section 10-2B-8.02 Qualifications of directors
The articles of incorporation or bylaws may prescribe qualifications for directors. A director shall be a natural person of the age of at least ...
Section 10-2B-8.03 Number and election of directors
(a) The number of directors shall be one or more, as specified in or fixed in accordance with the articles of incorporation or bylaws. ...
Section 10-2B-8.04 Election of directors by certain classes of shareholders
If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number ...
Section 10-2B-8.05 Terms of directors generally
(a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. (b) The terms ...
Section 10-2B-8.06 Staggered terms for directors
If there are nine or more directors, the articles of incorporation may provide for staggering their terms by dividing the total number of directors ...
Section 10-2B-8.07 Resignation of directors
(a) A director may resign at any time by delivering written notice to the board of directors, its chair, or to the corporation. (b) ...
Section 10-2B-8.08 Removal of directors by shareholders
(a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed ...
Section 10-2B-8.09 Removal of directors by judicial proceeding
(a) The circuit court of the county where a corporation's principal office (or, if none in this state, its registered office) is located may ...
Section 10-2B-8.10 Vacancy on board
(a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors: (1) The shareholders may fill the vacancy, ...
Section 10-2B-8.11 Compensation of directors
Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. ...

Division B Meetings and Actions of the Board.

Section 10-2B-8.20 Meetings
(a) The board of directors may hold regular or special meetings in or out of this state. (b) Unless the articles of incorporation or ...
Section 10-2B-8.21 Action without meeting
(a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of ...
Section 10-2B-8.22 Notice of meeting
(a) Regular meetings of the board of directors may be held with or without notice as prescribed in the bylaws. (b) Unless the articles ...
Section 10-2B-8.23 Waiver of notice
(a) A director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time ...
Section 10-2B-8.24 Quorum and voting
(a) Unless the articles of incorporation or bylaws require a greater number, a quorum of a board of directors consists of: (1) A majority ...
Section 10-2B-8.25 Committees
(a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of ...

Division C Standards of Conduct.

Section 10-2B-8.30 General standards for directors
(a) A director shall discharge his or her duties as a director, including duties as a member of a committee: (1) In good faith; ...
Section 10-2B-8.31 Fiduciary obligations not impaired
Neither an unqualified statement of rights or powers, nor an unqualified grant of authority in this chapter, shall be taken or construed to abrogate, ...
Section 10-2B-8.32 Depreciating stocks or bonds of corporation with intent to buy
No president, director, or managing officer of any corporation, by whatsoever name or title he or she may be known or called, shall do ...
Section 10-2B-8.33 Liability for unlawful distributions
(a) Unless he or she complies with the applicable standards of conduct described in Section 10-2B-8.30, a director who votes for or assents to ...

Division D Officers.

Section 10-2B-8.40 Required officers
(a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. (b) A ...
Section 10-2B-8.41 Duties of officers
Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the ...
Section 10-2B-8.42 Standards of conduct for officers
(a) An officer with discretionary authority shall discharge his or her duties under that authority: (1) In good faith; (2) With the care an ...
Section 10-2B-8.43 Resignation and removal of officers
(a) An officer may resign at any time by giving notice to the corporation. A resignation is effective when the notice is given unless ...
Section 10-2B-8.44 Contract rights of officers
(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 ...

Division E Indemnification.

Section 10-2B-8.50 Definitions
In Division E of this Article 8: (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other ...
Section 10-2B-8.51 Authority to indemnify
(a) Except as provided in subsection (d), a corporation may indemnify an individual made a party to a proceeding because he or she is ...
Section 10-2B-8.52 Mandatory indemnification
A corporation shall indemnify a director who was successful, on the merits or otherwise, in the defense of any proceeding, or of any claim, ...
Section 10-2B-8.53 Advance for expenses
(a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance ...
Section 10-2B-8.54 Court-ordered indemnification
A director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding, or may ...
Section 10-2B-8.55 Determination and authorization of indemnification
(a) A corporation may not indemnify a director under Section 10-2B-8.51 unless authorized in the specific case after a determination has been made that ...
Section 10-2B-8.56 Indemnification of officers, employees, and agents
(a) An officer of a corporation who is not a director is entitled to mandatory indemnification under Section 10-2B-8.52, and is entitled to apply ...
Section 10-2B-8.57 Insurance
A corporation may purchase and maintain insurance, or furnish similar protection (including but not limited to trust funds, self-insurance reserves, or the like), on ...
Section 10-2B-8.58 Application of indemnification provisions
(a) Any indemnification, or advance for expenses, authorized under Division E of this article shall not be deemed exclusive of and shall be in ...

Division F Directors' Conflicting Interest Transactions.

Section 10-2B-8.60 Definitions
In Division F of this Article 8: (1) "Conflicting interest" with respect to a corporation means the interest a director of the corporation has ...
Section 10-2B-8.61 Judicial action
(a) A transaction effected or proposed to be effected by a corporation (or by a subsidiary of the corporation or any other entity in ...
Section 10-2B-8.62 Directors' action
(a) Directors' action respecting a transaction is effective for purposes of Section 10-2B-8.61(b)(1) if the transaction received the affirmative vote of a majority (but ...
Section 10-2B-8.63 Shareholders' action
(a) Shareholders' action respecting a transaction is effective for purposes of Section 10-2B-8.61(b)(2) if a majority of the votes entitled to be cast by ...

Article 10 Amendment of Articles of Incorporation and Bylaws.

Division A Amendment of Articles of Incorporation.

Section 10-2B-10.01 Authority to amend articles of incorporation
(a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in ...
Section 10-2B-10.02 Amendment by board of directors
Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation ...
Section 10-2B-10.03 Amendment by board of directors and shareholders
(a) A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders. (b) For ...
Section 10-2B-10.04 Voting on amendments by voting groups
(a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise ...
Section 10-2B-10.05 Amendment before issuance of shares
If a corporation has not yet issued shares, its board of directors may adopt one or more amendments to the corporation's articles of incorporation. ...
Section 10-2B-10.06 Articles of amendment
A corporation amending its articles of incorporation shall deliver to the probate judge for filing articles of amendment setting forth: (1) The name of ...
Section 10-2B-10.07 Restated articles of incorporation
(a) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action. (b) The restatement may ...
Section 10-2B-10.08 Amendment pursuant to reorganization
(a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of ...
Section 10-2B-10.09 Effect of amendment
An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to ...

Division B Amendment of Bylaws.

Section 10-2B-10.20 Amendment by board of directors or shareholders
(a) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (1) The articles of incorporation or this chapter reserve this ...
Section 10-2B-10.21 Bylaw increasing quorum or voting requirement for shareholders
(a) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement ...
Section 10-2B-10.22 Bylaw increasing quorum or voting requirement for directors
(a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (1) If originally ...

Article 11 Merger and Share Exchange.

Division A Mergers and Share Exchanges with Other Corporations.

Section 10-2B-11.01 Merger
(a) Subject to the limitations of the Constitution of Alabama of 1901 as the same may be amended from time to time, one or ...
Section 10-2B-11.02 Share exchange
(a) Subject to the limitations of the Constitution of Alabama of 1901 as the same may be amended from time to time, a corporation ...
Section 10-2B-11.03 Action on plan
(a) After adopting a plan of merger or share exchange, the board of directors of each corporation party to the merger, and the board ...
Section 10-2B-11.04 Merger of subsidiary
(a) Subject to the limitations of the Constitution of Alabama of 1901 as the same may be amended from time to time, a parent ...
Section 10-2B-11.05 Articles of merger or share exchange
(a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval ...
Section 10-2B-11.06 Effect of merger or share exchange
(a) When a merger takes effect: (1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of ...
Section 10-2B-11.07 Merger or share exchange with foreign corporation
(a) Subject to the limitations of the Constitution of Alabama of 1901 as the same may be amended from time to time, one or ...
Section 10-2B-11.08 Merger of limited partnership with corporation
Insofar as they are applicable, the provisions of Article 11 of this chapter shall apply to mergers pursuant to Article 10A of Chapter 9A, ...

Article 12 Sale or Mortgage of Assets.

Section 10-2B-12.01 Sale of assets in regular course of business and mortgage of assets
(a) Subject to the limitations of the Constitution of Alabama of 1901 as the same may be amended from time to time, a corporation ...
Section 10-2B-12.02 Sale of assets other than in regular course of business
(a) Subject to the limitations of the Constitution of Alabama of 1901 as the same may be amended from time to time, a corporation ...

Article 13 Dissenters' Rights.

Division A Right to Dissent and Obtain Payment for Shares.

Section 10-2B-13.01 Definitions
(1) "Corporate action" means the filing of articles of merger or share exchange by the probate judge or Secretary of State, or other action ...
Section 10-2B-13.02 Right to dissent
(a) A shareholder is entitled to dissent from, and obtain payment of the fair value of his or her shares in the event of, ...
Section 10-2B-13.03 Dissent by nominees and beneficial owners
(a) A record shareholder may assert dissenters' rights as to fewer than all of the shares registered in his or her name only if ...

Division B Procedure for Exercise of Dissenters' Rights.

Section 10-2B-13.20 Notice of dissenters' rights
(a) If proposed corporate action creating dissenters' rights under Section 10-2B-13.02 is submitted to a vote at a shareholders' meeting, the meeting notice must ...
Section 10-2B-13.21 Notice of intent to demand payment
(a) If proposed corporate action creating dissenters' rights under Section 10-2B-13.02 is submitted to a vote at a shareholder's meeting, a shareholder who wishes ...
Section 10-2B-13.22 Dissenters' notice
(a) If proposed corporate action creating dissenters' rights under Section 10-2B-13.02 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' ...
Section 10-2B-13.23 Duty to demand payment
(a) A shareholder sent a dissenters' notice described in Section 10-2B-13.22 must demand payment in accordance with the terms of the dissenters' notice. (b) ...
Section 10-2B-13.24 Share restrictions
(a) Within 20 days after making a formal payment demand, each shareholder demanding payment shall submit the certificate or certificates representing his or her ...
Section 10-2B-13.25 Offer of payment
(a) As soon as the proposed corporate action is taken, or upon receipt of a payment demand, the corporation shall offer to pay each ...
Section 10-2B-13.26 Failure to take corporate action
(a) If the corporation does not take the proposed action within 60 days after the date set for demanding payment, the corporation shall release ...
Section 10-2B-13.27 Reserved
Reserved. ...
Section 10-2B-13.28 Procedure if shareholder dissatisfied with offer of payment
(a) A dissenter may notify the corporation in writing of his or her own estimate of the fair value of his or her shares ...

Division C Judicial Appraisal of Shares.

Section 10-2B-13.30 Court action
(a) If a demand for payment under Section 10-2B-13.28 remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment ...
Section 10-2B-13.31 Court costs and counsel fees
(a) The court in an appraisal proceeding commenced under Section 10-2B-13.30 shall determine all costs of the proceeding, including compensation and expenses of appraisers ...
Section 10-2B-13.32 Status of shares after payment
Shares acquired by a corporation pursuant to payment of the agreed value therefor or to payment of the judgment entered therefor, as in this ...

Article 14 Dissolution.

Division A Voluntary Dissolution.

Section 10-2B-14.01 Dissolution by incorporators or initial directors
A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the ...
Section 10-2B-14.02 Dissolution by board of directors and shareholders
(a) A corporation's board of directors may propose dissolution for submission to the shareholders. (b) For a proposal to dissolve to be adopted: (1) ...
Section 10-2B-14.03 Articles of dissolution
(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the probate judge for filing articles of dissolution setting ...
Section 10-2B-14.04 Revocation of dissolution
(a) A corporation may revoke its dissolution within 120 days of its effective date. (b) Revocation of dissolution must be authorized in the same ...
Section 10-2B-14.05 Effect of dissolution
(a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its ...
Section 10-2B-14.06 Known claims against dissolved corporation
(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved corporation ...
Section 10-2B-14.07 Unknown claims against dissolved corporation
(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance ...

Division B Administrative Dissolution.

Section 10-2B-14.20 Grounds for administrative dissolution
The Secretary of State may commence a proceeding under Section 10-2B-14.21 to administratively dissolve a corporation if: (1) The corporation does not pay within ...
Section 10-2B-14.21 Procedure for and effect of administrative dissolution
(a) If the Secretary of State determines that one or more grounds exist under Section 10-2B-14.20 for dissolving a corporation, he or she shall ...
Section 10-2B-14.22 Reinstatement following administrative dissolution
(a) A corporation administratively dissolved under Section 10-2B-14.21 may apply to the Secretary of State for reinstatement within two years after the effective date ...
Section 10-2B-14.23 Appeal from denial of reinstatement
(a) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, he or she shall serve the corporation under Section ...

Division C Judicial Dissolution.

Section 10-2B-14.30 Grounds for judicial dissolution
The circuit court of the county where a corporation's articles of incorporation are filed, or, in the case of corporations created by an act ...
Section 10-2B-14.31 Procedure for judicial dissolution
(a) Venue for a proceeding to dissolve a corporation lies in the county where a corporation's articles of incorporation are filed, or, in the ...
Section 10-2B-14.32 Receivership or custodianship
(a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or ...
Section 10-2B-14.33 Decree of dissolution
(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Section 10-2B-14.30 exist, it may enter ...
Section 10-2B-14.34 Election to purchase in lieu of dissolution
(a) In a proceeding under Section 10-2B-14.30(2) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded ...

Division D Miscellaneous.

Section 10-2B-14.40 Deposit with Commissioner of Revenue
Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who ...

Article 15 Foreign Corporations.

Division A Certificate of Authority.

Section 10-2B-15.01 Authority to transact business required
(a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State. (b) ...
Section 10-2B-15.02 Consequences of transacting business without authority
(a) A foreign corporation transacting business in this state without a certificate of authority or without complying with Chapter 14A of Title 40 may ...
Section 10-2B-15.03 Application for certificate of authority
(a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary ...
Section 10-2B-15.04 Amended certificate of authority
(a) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if ...
Section 10-2B-15.05 Effect of certificate of authority
(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the ...
Section 10-2B-15.06 Corporate name of foreign corporation
(a) If the corporate name of a foreign corporation does not satisfy the requirements of Section 10-2B-4.01, the foreign corporation to obtain or maintain ...
Section 10-2B-15.07 Registered office and registered agent of foreign corporation
Each foreign corporation authorized to transact business in this state must continuously maintain in this state: (1) A registered office that may be the ...
Section 10-2B-15.08 Change of registered office or registered agent of foreign corporation
(a) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the Secretary ...
Section 10-2B-15.09 Resignation of registered agent of foreign corporation
(a) The registered agent of a foreign corporation may resign his or her agency appointment by signing and delivering to the Secretary of State ...
Section 10-2B-15.10 Service on foreign corporation
(a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, ...
Section 10-2B-15.11 Out of state business or property of foreign corporation not subject to control or regulation
(a) The public interest lying in the promotion of business and industry in this state, it is the intent of the Legislature and declared ...
Section 10-2B-15.12 Right of eminent domain
Foreign corporations that have complied with the Constitution and laws of this state as to doing business herein shall have the same right of ...
Section 10-2B-15.13 Extension of lines, tracks, ways, or works into state
Any foreign corporation which has complied with the Constitution and laws of this state for doing business herein and which is engaged in constructing ...

Division B Withdrawal.

Section 10-2B-15.20 Withdrawal of foreign corporation
(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal ...

Division C Revocation of Certificate of Authority.

Section 10-2B-15.30 Grounds for revocation
The Secretary of State may commence a proceeding under Section 10-2B-15.31 to revoke the certificate of authority of a foreign corporation authorized to transact ...
Section 10-2B-15.31 Procedure for and effect of revocation
(a) If the Secretary of State determines that one or more grounds exist under Section 10-2B-15.30 for revocation of a certificate of authority, he ...
Section 10-2B-15.32 Appeal from revocation
(a) A foreign corporation may appeal the Secretary of State's revocation of its certificate of authority to the Circuit Court of Montgomery County within ...

Division D Acting in a Fiduciary Capacity.

Section 10-2B-15.40 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 ...
Section 10-2B-15.41 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 ...
Section 10-2B-15.42 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 ...
Section 10-2B-15.43 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 ...
Section 10-2B-15.44 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 ...
Section 10-2B-15.45 Service of process on foreign corporation acting in fiduciary capacity
Every foreign corporation acting in a fiduciary capacity in this state pursuant to the terms of this division shall be deemed to have appointed ...

Article 16 Records and Reports.

Division A Records.

Section 10-2B-16.01 Corporate records
(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions ...
Section 10-2B-16.02 Inspection of records by shareholders
(a) A shareholder of a domestic corporation or of a foreign corporation with its principal office within this state is entitled to inspect and ...
Section 10-2B-16.03 Scope of inspection right
(a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder he or she represents. (b) The right to ...
Section 10-2B-16.04 Court-ordered inspection
(a) If a domestic corporation or a foreign corporation with its principal office within this state does not allow a shareholder who complies with ...

Division B Reports.

Section 10-2B-16.20 Financial statements for shareholders
(a) A corporation shall furnish its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one or more ...
Section 10-2B-16.21 Other reports to shareholders
If a corporation indemnifies or advances expenses to a director under Section 10-2B-8.51, 10-2B-8.53, or 10-2B-8.54 in connection with a proceeding by or in ...
Section 10-2B-16.22 Annual report for Secretary of State
(a) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall deliver to the Secretary of State for filing ...

Article 17 Application.

Section 10-2B-17.01 Application to existing domestic corporations
This chapter applies to all existing corporations organized under any general or special law of this state providing for the organization of corporations for ...
Section 10-2B-17.02 Application to qualified foreign corporations
A foreign corporation authorized to transact business in this state on the effective date of this chapter is subject to this chapter but is ...
Section 10-2B-17.03 Saving provisions
(a) Except as provided in subsection (b), the repeal of a statute by the act adding this chapter does not affect: (1) The operation ...

Resources

Alabama Codes

Title 10 - Corporations, Partnerships And Associations

Chapter 1 - Business Corporations