10A-2-11.01
Section 10A-2-11.01 Merger. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY
1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Subject to the limitations of the
Constitution of Alabama of 1901 as the same may be amended from time to time, one or more
corporations may merge into another corporation if the board of directors of each corporation
adopts and its shareholders, if required by Section 10A-2-11.03, approve a plan of merger.
(b) The plan of merger must set forth: (1) The name of each corporation planning to merge
and the name of the surviving corporation into which each other corporation plans to merge;
(2) The terms and conditions of the merger; and (3) The manner and basis of converting the
shares of each corporation into shares, obligations, or other securities of any other corporation
or into cash or other property in whole or part. (c) The plan of merger may set forth: (1)
Amendments to the articles of incorporation of the surviving corporation;...
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10A-2-2.02
Section 10A-2-2.02 Supplemental provisions required or permitted in articles of incorporation.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT
IN THE CURRENT CODE SUPPLEMENT. (a) In addition to the information required to be set forth
in a certificate of formation by Section 10A-1-3.05, articles of incorporation of a corporation
formed under this chapter must set forth: (1) The number of shares the corporation is authorized
to issue; (2) The names and addresses of the individuals who are to serve as the initial directors;
and (3) The purpose or purposes for which the corporation is organized, which may be stated
to be or to include the transaction of any lawful business for which corporations may be incorporated
under this chapter. (b) The articles of incorporation may set forth: (1) Provisions not inconsistent
with law regarding: (i) Reservation to the shareholders of the right to adopt the initial
bylaws of the corporation; (ii) Managing the...
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10A-2-12.01
Section 10A-2-12.01 Sale of assets in regular course of business and mortgage of assets. REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) Subject to the limitations of the Constitution of Alabama of 1901, as
the same may be amended from time to time, a corporation may, on the terms and conditions
and for the consideration determined by the board of directors: (1) Sell, lease, exchange,
or otherwise dispose of all, or substantially all, of its property in the usual and regular
course of business; (2) Mortgage, pledge, dedicate to the repayment of indebtedness, whether
with or without recourse, or otherwise encumber any or all of its property whether or not
in the usual and regular course of business; or (3) Transfer any or all of its property to
a corporation all the shares of which are owned by the corporation. (b) Unless the articles
of incorporation require it, approval by the shareholders of a transaction...
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10A-2-16.01
Section 10A-2-16.01 Corporate records. 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 shall
keep as permanent records minutes of all meetings of its shareholders and board of directors,
a record of all actions taken by the shareholders or board of directors without a meeting,
and a record of all actions taken by a committee of the board of directors in place of the
board of directors on behalf of the corporation. (b) A corporation shall maintain appropriate
accounting records. (c) A corporation or its agent shall maintain a record of its shareholders,
in a form that permits preparation of a list of the names and addresses of all shareholders,
in alphabetical order by class or shares showing the number and class of shares held by each.
(d) A corporation shall maintain its records in written form or in another form capable of
conversion into written form within a reasonable time. (e) Each...
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10A-2-7.32
Section 10A-2-7.32 Shareholder agreements. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) An agreement among
the shareholders of a corporation that complies with this section is effective among the shareholders
and the corporation even though it is inconsistent with one or more provisions of this chapter
in that it: (1) Eliminates the authority of the board of directors or restricts the discretion
or powers of the board of directors; (2) Governs the authorization or making of distributions
whether or not in proportion to ownership of shares, subject to the limitations in Section
10A-2-6.40; (3) Establishes who shall be directors or officers of the corporation, or their
terms of office or manner of selection or removal; (4) Governs, in general or in regard to
specific matters, the exercise or division of voting power by or between the shareholders
and directors or by or among any of them, including use of...
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10A-2-11.05
Section 10A-2-11.05 Articles 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)
After a plan of merger or share exchange is approved by the shareholders, or adopted by the
board of directors if shareholder approval is not required, the surviving or acquiring corporation
shall deliver to the Secretary of State for filing articles of merger or share exchange setting
forth: (1) The plan of merger or share exchange; (2) If shareholder approval was not required,
a statement to that effect; (3) If approval of the shareholders of one or more corporations
party to the merger or share exchange was required: (i) The designation, number of outstanding
shares, and number of votes entitled to be cast by each voting group entitled to vote separately
on the plan as to each corporation; and (ii) Either the total number of votes cast for and
against the plan by each voting group entitled to vote...
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10A-2-16.02
Section 10A-2-16.02 Inspection of records by shareholders. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
A shareholder of a domestic corporation or of a foreign corporation with its principal office
within this state is entitled to inspect and copy, during regular business hours at the corporation's
principal office, or if its principal office is outside this state, at a reasonable location
within this state, specified by the corporation, any of the records of the corporation described
in Section 10A-2-16.01(e) if he or she gives the corporation written notice of his or her
demand at least five business days before the date on which he or she wishes to inspect and
copy. (b) A shareholder of a domestic corporation or of a foreign corporation with its principal
office within this state who shall have been a holder of record of shares for 180 days immediately
preceding his or her demand or who is the holder...
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10A-2-10.08
Section 10A-2-10.08 Amendment pursuant to reorganization. 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's articles of incorporation may be amended without action by the board of directors
or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent
jurisdiction under federal statute if the articles of incorporation after amendment contain
only provisions required or permitted by Section 10A-2-2.02. (b) The individual or individuals
designated by the court 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 approved by
the court; (3) The date of the court's order or decree approving the articles of amendment;
(4) The title of the reorganization proceeding in which the order or decree was entered; and
(5) A statement that the court had jurisdiction of the...
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10A-2-6.03
Section 10A-2-6.03 Issued and outstanding shares. 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 issue the number of shares of each class or series authorized by the articles of incorporation.
Shares that are issued are outstanding shares until they are reacquired, redeemed, converted,
or canceled. (b) The reacquisition, redemption, or conversion of outstanding shares is subject
to the limitations of subsection (c) of this section and to Section 10A-2-6.40. (c) At all
times that shares of the corporation are outstanding, one or more shares that together have
unlimited voting rights and one or more shares that together are entitled to receive the net
assets of the corporation upon dissolution must be outstanding. (Acts 1994, No. 94-245, p.
343, §1; §10-2B-6.03; amended and renumbered by Act 2009-513, p. 967, §98.)...
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10A-2-6.31
Section 10A-2-6.31 Corporation's acquisition of its own shares. 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 otherwise provided in its articles of incorporation, a corporation may acquire
its own shares. Unless the articles of incorporation prohibit their reissuance, shares so
acquired shall constitute treasury shares. (b) If the articles of incorporation prohibit the
reissuance of acquired shares, the reacquisition of the shares shall effect a cancellation
of them. A statement of cancellation as to the shares shall be filed as provided in Section
10A-2-6.32. The filing of a statement of cancellation with respect to the shares shall constitute
an amendment to the corporation's articles of incorporation reducing the number of shares
of the class of shares so canceled that the corporation is authorized to issue by the number
of shares so canceled. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.31;...
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