10A-2-10.09
Section 10A-2-10.09 Effect of amendment. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. An amendment to articles
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 shareholders of the corporation. An amendment changing a corporation's name does not
abate a proceeding brought by or against the corporation in its former name. (Acts 1994, No.
94-245, p. 343, §1; §10-2B-10.09; amended and renumbered by Act 2009-513, p. 967, §129.)...

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10A-2A-10.09
Section 10A-2A-10.09 Effect of amendment. (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 corporation's name does not affect a proceeding brought by or against
the corporation in its former name. (b) A stockholder who becomes subject to new personal
liability in respect of the corporation as a result of an amendment to the certificate of
incorporation shall have that new personal liability only in respect of interest holder liabilities
that arise after the amendment becomes effective. (c) Except as otherwise provided in the
certificate of incorporation of the corporation, the personal liability of a stockholder who
had personal liability in respect of the corporation before the amendment becomes effective
and has new personal liability after the amendment becomes...
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10A-2-11.06
Section 10A-2-11.06 Effect of merger or share exchange. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
When a merger takes effect: (1) Every other corporation party to the merger merges into the
surviving corporation and the separate existence of every corporation except the surviving
corporation ceases; (2) The surviving corporation thereupon and thereafter possesses all the
rights, immunities, and franchises, of a public as well as of a private nature, of every corporation
party to the merger; and all property, real, personal and mixed, and all debts due each of
the corporations so merged, are taken and deemed to be transferred and vested in the surviving
corporation without further act or deed; and title to any real estate, or an interest therein,
vested in any of the corporations shall not revert nor in any way be impaired by reason of
the merger; (3) The surviving corporation shall be responsible and...
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10A-2-14.05
Section 10A-2-14.05 Effect of dissolution. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A dissolved corporation
continues its corporate existence but may not carry on any business except that 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 kind to its shareholders; (3)
Discharging or making provision for discharging its liabilities; (4) Distributing its remaining
property among its shareholders according to their interests; and (5) Doing every other act
necessary to wind up and liquidate its business and affairs. (b) Dissolution of a corporation
does not: (1) Alter the limited liability status of its subscribers and shareholders under
Section 10A-2-6.22, except as provided in Section 10A-1-9.22(d)(2) with respect to assets
distributed to a shareholder in liquidation; (2) Transfer title to...
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10A-2-10.06
Section 10A-2-10.06 Articles of amendment. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation amending
its articles of incorporation shall deliver to the judge of probate for filing articles of
amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted;
(3) If an amendment provides for an exchange, reclassification, or cancellation of issued
shares, provisions for implementing the amendment if not contained in the amendment itself;
(4) The date of each amendment's adoption; (5) If an amendment was adopted by the board of
directors without shareholder action, a statement to that effect and that shareholder action
was not required; (6) If an amendment was approved by the shareholders: (i) The designation,
number of outstanding shares, number of votes entitled to be cast by each voting group entitled
to vote separately on the amendment, and the number of votes of...
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10A-2-14.34
Section 10A-2-14.34 Election to purchase in lieu of dissolution. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) In a proceeding under Section 10A-2-14.30(2) to dissolve a corporation that has no shares
listed on a national securities exchange or regularly traded in a market maintained by one
or more members of a national or affiliated securities association, the corporation may elect
or, if it fails to elect, one or more shareholders may elect to purchase all shares owned
by the petitioning shareholder at the fair value of the shares. An election pursuant to this
section shall be irrevocable unless the court determines that it is equitable to set aside
or modify the election. (b) An election to purchase pursuant to this section may be filed
with the court at any time within 90 days after the filing of the petition under Section 10A-2-14.30(2)
or at a later time as the court in its discretion may allow. If...
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10A-10-1.15
Section 10A-10-1.15 Merger. (a) For purposes of this section, the following words shall have
the respective meanings ascribed to them: (1) ALABAMA REAL ESTATE INVESTMENT TRUST. A real
estate investment trust organized in compliance with the provisions of this chapter. (2) BUSINESS
TRUST. a. An entity described in Section 10A-16-1.01. b. An unincorporated trust or association,
including an Alabama real estate investment trust, a common-law trust, or a Massachusetts
trust, which is engaged in business and in which property is acquired, held, managed, administered,
controlled, invested, or disposed of for the benefit and profit of any person who may become
a holder of a transferable unit of beneficial interest in the trust. (3) DOMESTIC LIMITED
LIABILITY COMPANY. A limited liability company as defined under the Alabama Limited Liability
Company Law. (4) DOMESTIC LIMITED PARTNERSHIP. A limited partnership as defined under the
Alabama Limited Partnership Law. (5) FOREIGN BUSINESS TRUST. A...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
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27-61-1
Section 27-61-1 Surplus Lines Insurance Multi-State Compliance Compact. The Surplus Lines Insurance
Multi-State Compliance Compact Act is enacted into law and entered into with all jurisdictions
mutually adopting the compact in the form substantially as follows: PREAMBLE WHEREAS, with
regard to Non-Admitted Insurance policies with risk exposures located in multiple states,
the 111th United States Congress has stipulated in Title V, Subtitle B, the Non-Admitted and
Reinsurance Reform Act of 2010, of the Dodd-Frank Wall Street Reform and Consumer Protection
Act, hereafter, the NRRA, that: (A) The placement of Non-Admitted Insurance shall be subject
to the statutory and regulatory requirements solely of the insured's Home State, and (B) Any
law, regulation, provision, or action of any State that applies or purports to apply to Non-Admitted
Insurance sold to, solicited by, or negotiated with an insured whose Home State is another
State shall be preempted with respect to such application;...
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