Alabama Code (Last Updated: November 28, 2014) |
Title10 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS. |
Chapter2B. BUSINESS CORPORATIONS. |
Article 1. General Provisions. |
Division A. Short Title, Applicability, and Reservation of Power. |
§ 10-2B-1.01. Short title and applicability. |
§ 10-2B-1.02. Reservation of power to amend or repeal. |
Division B. Filing Documents. |
§ 10-2B-1.20. Filing requirements. |
§ 10-2B-1.21. Forms. |
§ 10-2B-1.22. Filing, service, and copying fees. |
§ 10-2B-1.23. Effective time and date of document. |
§ 10-2B-1.24. Correcting filed document. |
§ 10-2B-1.25. Place of filing and filing duties of probate judge and Secretary of State. |
§ 10-2B-1.26. Appeal from probate judge's or Secretary of State's refusal to file document. |
§ 10-2B-1.27. Evidentiary effect of copy of filed document. |
§ 10-2B-1.28. Certificate of existence. |
§ 10-2B-1.29. Penalty for signing false document. |
Division C. Probate Judge and Secretary of State. |
§ 10-2B-1.30. Powers of probate judge and Secretary of State. |
Division D. Definitions. |
§ 10-2B-1.40. Definitions. |
§ 10-2B-1.41. Notice. |
Article 2. Incorporation. |
§ 10-2B-2.01. Incorporators. |
§ 10-2B-2.02. Articles of incorporation. |
§ 10-2B-2.03. Incorporation. |
§ 10-2B-2.04. Liability for preincorporation transaction. |
§ 10-2B-2.05. Organization of corporation. |
§ 10-2B-2.06. Bylaws. |
§ 10-2B-2.07. Emergency bylaws. |
§ 10-2B-2.08. Incorporation by purchasers of property or franchise of corporation. |
Article 3. Purposes and Powers. |
§ 10-2B-3.01. Purposes. |
§ 10-2B-3.02. General powers. |
§ 10-2B-3.03. Emergency powers. |
§ 10-2B-3.04. Ultra vires. |
Article 4. Name. |
§ 10-2B-4.01. Corporate name. |
§ 10-2B-4.02. Reserved name. |
§ 10-2B-4.03. Registered name. |
Article 5. Office and Agent. |
§ 10-2B-5.01. Registered office and registered agent. |
§ 10-2B-5.02. Change of registered office or registered agent. |
§ 10-2B-5.03. Resignation of registered agent. |
§ 10-2B-5.04. Service on corporation. |
Article 6. Shares and Distributions. |
Division A. Shares. |
§ 10-2B-6.01. Authorized shares. |
§ 10-2B-6.02. Terms of class or series determined by board of directors. |
§ 10-2B-6.03. Issued and outstanding shares. |
§ 10-2B-6.04. Fractional shares. |
Division B. Issuance of Shares. |
§ 10-2B-6.20. Subscription for shares before incorporation. |
§ 10-2B-6.21. Issuance of shares. |
§ 10-2B-6.22. Liability of shareholders and subscribers. |
§ 10-2B-6.23. Share dividends. |
§ 10-2B-6.24. Share options. |
§ 10-2B-6.25. Form and content of certificates. |
§ 10-2B-6.26. Shares without certificates. |
§ 10-2B-6.27. Restriction on transfer of shares and other securities. |
§ 10-2B-6.28. Expense of issue. |
Division C. Subsequent Acquisition of Shares by Shareholders and Corporation. |
§ 10-2B-6.30. Shareholders' preemptive rights. |
§ 10-2B-6.31. Corporation's acquisition of its own shares. |
§ 10-2B-6.32. Cancellation of reacquired shares. |
Division D. Distributions. |
§ 10-2B-6.40. Distributions to shareholders. |
Article 7. Shareholders. |
Division A. Meetings. |
§ 10-2B-7.01. Annual meeting. |
§ 10-2B-7.02. Special meeting. |
§ 10-2B-7.03. Court-ordered meeting. |
§ 10-2B-7.04. Action without meeting. |
§ 10-2B-7.05. Notice of meeting. |
§ 10-2B-7.06. Waiver of notice. |
§ 10-2B-7.07. Record date. |
Division B. Voting. |
§ 10-2B-7.20. Shareholders' list for meeting. |
§ 10-2B-7.21. Voting entitlement of shares. |
§ 10-2B-7.22. Proxies. |
§ 10-2B-7.23. Shares held by nominees. |
§ 10-2B-7.24. Corporation's acceptance of votes. |
§ 10-2B-7.25. Quorum and voting requirements for voting groups. |
§ 10-2B-7.26. Action by single and multiple voting groups. |
§ 10-2B-7.27. Greater quorum or voting requirements. |
§ 10-2B-7.28. Voting for directors; cumulative voting. |
Division C. Voting Trusts and Agreements. |
§ 10-2B-7.30. Voting trust. |
§ 10-2B-7.31. Voting agreements. |
§ 10-2B-7.32. Shareholder agreements. |
Article 8. Directors and Officers. |
Division A. Board of Directors. |
§ 10-2B-8.01. Requirement for and duties of board of directors. |
§ 10-2B-8.02. Qualifications of directors. |
§ 10-2B-8.03. Number and election of directors. |
§ 10-2B-8.04. Election of directors by certain classes of shareholders. |
§ 10-2B-8.05. Terms of directors generally. |
§ 10-2B-8.06. Staggered terms for directors. |
§ 10-2B-8.07. Resignation of directors. |
§ 10-2B-8.08. Removal of directors by shareholders. |
§ 10-2B-8.09. Removal of directors by judicial proceeding. |
§ 10-2B-8.10. Vacancy on board. |
§ 10-2B-8.11. Compensation of directors. |
Division B. Meetings and Actions of the Board. |
§ 10-2B-8.20. Meetings. |
§ 10-2B-8.21. Action without meeting. |
§ 10-2B-8.22. Notice of meeting. |
§ 10-2B-8.23. Waiver of notice. |
§ 10-2B-8.24. Quorum and voting. |
§ 10-2B-8.25. Committees. |
Division C. Standards of Conduct. |
§ 10-2B-8.30. General standards for directors. |
§ 10-2B-8.31. Fiduciary obligations not impaired. |
§ 10-2B-8.32. Depreciating stocks or bonds of corporation with intent to buy. |
§ 10-2B-8.33. Liability for unlawful distributions. |
Division D. Officers. |
§ 10-2B-8.40. Required officers. |
§ 10-2B-8.41. Duties of officers. |
§ 10-2B-8.42. Standards of conduct for officers. |
§ 10-2B-8.43. Resignation and removal of officers. |
§ 10-2B-8.44. Contract rights of officers. |
Division E. Indemnification. |
§ 10-2B-8.50. Definitions. |
§ 10-2B-8.51. Authority to indemnify. |
§ 10-2B-8.52. Mandatory indemnification. |
§ 10-2B-8.53. Advance for expenses. |
§ 10-2B-8.54. Court-ordered indemnification. |
§ 10-2B-8.55. Determination and authorization of indemnification. |
§ 10-2B-8.56. Indemnification of officers, employees, and agents. |
§ 10-2B-8.57. Insurance. |
§ 10-2B-8.58. Application of indemnification provisions. |
Division F. Directors' Conflicting Interest Transactions. |
§ 10-2B-8.60. Definitions. |
§ 10-2B-8.61. Judicial action. |
§ 10-2B-8.62. Directors' action. |
§ 10-2B-8.63. Shareholders' action. |
Article 10. Amendment of Articles of Incorporation and Bylaws. |
Division A. Amendment of Articles of Incorporation. |
§ 10-2B-10.01. Authority to amend articles of incorporation. |
§ 10-2B-10.02. Amendment by board of directors. |
§ 10-2B-10.03. Amendment by board of directors and shareholders. |
§ 10-2B-10.04. Voting on amendments by voting groups. |
§ 10-2B-10.05. Amendment before issuance of shares. |
§ 10-2B-10.06. Articles of amendment. |
§ 10-2B-10.07. Restated articles of incorporation. |
§ 10-2B-10.08. Amendment pursuant to reorganization. |
§ 10-2B-10.09. Effect of amendment. |
Division B. Amendment of Bylaws. |
§ 10-2B-10.20. Amendment by board of directors or shareholders. |
§ 10-2B-10.21. Bylaw increasing quorum or voting requirement for shareholders. |
§ 10-2B-10.22. Bylaw increasing quorum or voting requirement for directors. |
Article 11. Merger and Share Exchange. |
Division A. Mergers and Share Exchanges with Other Corporations. |
§ 10-2B-11.01. Merger. |
§ 10-2B-11.02. Share exchange. |
§ 10-2B-11.03. Action on plan. |
§ 10-2B-11.04. Merger of subsidiary. |
§ 10-2B-11.05. Articles of merger or share exchange. |
§ 10-2B-11.06. Effect of merger or share exchange. |
§ 10-2B-11.07. Merger or share exchange with foreign corporation. |
§ 10-2B-11.08. Merger of limited partnership with corporation. |
Article 12. Sale or Mortgage of Assets. |
§ 10-2B-12.01. Sale of assets in regular course of business and mortgage of assets. |
§ 10-2B-12.02. Sale of assets other than in regular course of business. |
Article 13. Dissenters' Rights. |
Division A. Right to Dissent and Obtain Payment for Shares. |
§ 10-2B-13.01. Definitions. |
§ 10-2B-13.02. Right to dissent. |
§ 10-2B-13.03. Dissent by nominees and beneficial owners. |
Division B. Procedure for Exercise of Dissenters' Rights. |
§ 10-2B-13.20. Notice of dissenters' rights. |
§ 10-2B-13.21. Notice of intent to demand payment. |
§ 10-2B-13.22. Dissenters' notice. |
§ 10-2B-13.23. Duty to demand payment. |
§ 10-2B-13.24. Share restrictions. |
§ 10-2B-13.25. Offer of payment. |
§ 10-2B-13.26. Failure to take corporate action. |
§ 10-2B-13.27. Reserved. |
§ 10-2B-13.28. Procedure if shareholder dissatisfied with offer of payment. |
Division C. Judicial Appraisal of Shares. |
§ 10-2B-13.30. Court action. |
§ 10-2B-13.31. Court costs and counsel fees. |
§ 10-2B-13.32. Status of shares after payment. |
Article 14. Dissolution. |
Division A. Voluntary Dissolution. |
§ 10-2B-14.01. Dissolution by incorporators or initial directors. |
§ 10-2B-14.02. Dissolution by board of directors and shareholders. |
§ 10-2B-14.03. Articles of dissolution. |
§ 10-2B-14.04. Revocation of dissolution. |
§ 10-2B-14.05. Effect of dissolution. |
§ 10-2B-14.06. Known claims against dissolved corporation. |
§ 10-2B-14.07. Unknown claims against dissolved corporation. |
Division B. Administrative Dissolution. |
§ 10-2B-14.20. Grounds for administrative dissolution. |
§ 10-2B-14.21. Procedure for and effect of administrative dissolution. |
§ 10-2B-14.22. Reinstatement following administrative dissolution. |
§ 10-2B-14.23. Appeal from denial of reinstatement. |
Division C. Judicial Dissolution. |
§ 10-2B-14.30. Grounds for judicial dissolution. |
§ 10-2B-14.31. Procedure for judicial dissolution. |
§ 10-2B-14.32. Receivership or custodianship. |
§ 10-2B-14.33. Decree of dissolution. |
§ 10-2B-14.34. Election to purchase in lieu of dissolution. |
Division D. Miscellaneous. |
§ 10-2B-14.40. Deposit with Commissioner of Revenue. |
Article 15. Foreign Corporations. |
Division A. Certificate of Authority. |
§ 10-2B-15.01. Authority to transact business required. |
§ 10-2B-15.02. Consequences of transacting business without authority. |
§ 10-2B-15.03. Application for certificate of authority. |
§ 10-2B-15.04. Amended certificate of authority. |
§ 10-2B-15.05. Effect of certificate of authority. |
§ 10-2B-15.06. Corporate name of foreign corporation. |
§ 10-2B-15.07. Registered office and registered agent of foreign corporation. |
§ 10-2B-15.08. Change of registered office or registered agent of foreign corporation. |
§ 10-2B-15.09. Resignation of registered agent of foreign corporation. |
§ 10-2B-15.10. Service on foreign corporation. |
§ 10-2B-15.11. Out of state business or property of foreign corporation not subject to control or regulation. |
§ 10-2B-15.12. Right of eminent domain. |
§ 10-2B-15.13. Extension of lines, tracks, ways, or works into state. |
Division B. Withdrawal. |
§ 10-2B-15.20. Withdrawal of foreign corporation. |
Division C. Revocation of Certificate of Authority. |
§ 10-2B-15.30. Grounds for revocation. |
§ 10-2B-15.31. Procedure for and effect of revocation. |
§ 10-2B-15.32. Appeal from revocation. |
Division D. Acting in a Fiduciary Capacity. |
§ 10-2B-15.40. Definitions. |
§ 10-2B-15.41. Authority of foreign corporation to act as fiduciary. |
§ 10-2B-15.42. Filing of verified statement with Commissioner of Revenue by foreign corporation prior to acting as fiduciary. |
§ 10-2B-15.43. Foreign corporation acting as fiduciary not deemed doing business in this state. |
§ 10-2B-15.44. Foreign corporation previously acting in fiduciary capacity in state. |
§ 10-2B-15.45. Service of process on foreign corporation acting in fiduciary capacity. |
Article 16. Records and Reports. |
Division A. Records. |
§ 10-2B-16.01. Corporate records. |
§ 10-2B-16.02. Inspection of records by shareholders. |
§ 10-2B-16.03. Scope of inspection right. |
§ 10-2B-16.04. Court-ordered inspection. |
Division B. Reports. |
§ 10-2B-16.20. Financial statements for shareholders. |
§ 10-2B-16.21. Other reports to shareholders. |
§ 10-2B-16.22. Annual report for Secretary of State. |
Article 17. Application. |
§ 10-2B-17.01. Application to existing domestic corporations. |
§ 10-2B-17.02. Application to qualified foreign corporations. |
§ 10-2B-17.03. Saving provisions. |