10A-2-14.04
Section 10A-2-14.04 Revocation 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 REPEALED IN THE 2019 REGULAR SESSION BY ACT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 corporation
may revoke its dissolution within 120 days of its effective date. (b) Revocation of dissolution
must be authorized in the same manner as the dissolution was authorized unless that authorization
permitted revocation by action of the board of directors alone, in which event the board of
directors may revoke without shareholder action. (c) After the revocation of dissolution is
authorized, the corporation may revoke the dissolution by delivering to the judge of probate
for filing articles of revocation of dissolution, together with a copy of its articles of
dissolution, that set forth: (1) The name of the corporation; (2) The effective date of the
dissolution that was revoked; (3) The date that the revocation of dissolution was authorized;
(4) If the corporation's board of directors (or incorporators)...
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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 REPEALED IN THE 2019 REGULAR SESSION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-2-6.21
Section 10A-2-6.21 Issuance of shares. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The powers granted
in this section to the board of directors may be reserved to the shareholders by the articles
of incorporation. (b) The board of directors may authorize shares to be issued for consideration
consisting of money, labor done or property actually received. (c) Before the corporation
issues shares, the board of directors must determine that the consideration received or to
be received before issuance for shares to be issued is adequate. That determination by the
board of directors is conclusive insofar as the adequacy of consideration for the issuance
of shares relates to whether the shares are validly issued, fully paid, and nonassessable.
(d) When the corporation receives the consideration for which the board of directors authorized
the issuance of shares, the shares issued therefor are fully paid, and...
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10A-2-6.32
Section 10A-2-6.32 Cancellation of reacquired 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 at any time, by resolution of its board of directors, and without shareholder
action: (1) Cancel all or any part of the shares of the corporation reacquired by it other
than shares the reissuance of which is prohibited by the articles of incorporation, and in
the event a statement of cancellation shall be filed under this section; or (2) File a statement
of cancellation with respect to shares the reissuance of which is prohibited by the articles
of incorporation. (b) The statement of cancellation shall be executed by the corporation and
delivered to the judge of probate for filing. The statement shall set forth: (1) The name
of the corporation; (2) The number of reacquired shares canceled by resolution duly adopted
by the board of directors, itemized by classes and series, and the date of...
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10A-2-7.04
Section 10A-2-7.04 Action without meeting. 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 the articles of incorporation, action required or permitted by the Constitution of Alabama
of 1901 or by this chapter to be taken at a shareholders' meeting may be taken without a meeting
if the action is taken by all shareholders entitled to vote on the action. The action must
be evidenced by one or more written consents describing the action taken, signed by all the
shareholders entitled to vote on the action, and delivered to the corporation for inclusion
in the minutes or filing with the corporate records. (b) If not otherwise fixed under Section
10A-2-7.03 or 10A-2-7.07, the record date for determining shareholders entitled to take action
without a meeting is the date the first shareholder signs the consent under subsection (a).
(c) A consent signed under this section has the effect of a...
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10A-2-6.30
Section 10A-2-6.30 Shareholders' preemptive rights. REPEALED IN THE 2019 REGULAR SESSION BY
ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (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 otherwise provide. (b) The following
principles govern a shareholder's preemptive rights under this section, except to the extent
the articles of incorporation expressly provide otherwise: (1) The shareholders of the corporation
have a preemptive right, granted on uniform terms and conditions prescribed by the board of
directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional
amounts of the corporation's unissued shares upon the decision of the board of directors to
issue them. (2) A shareholder may waive his or her preemptive right. A waiver evidenced by
a writing is irrevocable even though it is not supported by...
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10A-2-7.06
Section 10A-2-7.06 Waiver of notice. 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 may waive any
notice required by the Constitution of Alabama of 1901, this title or this chapter, the articles
of incorporation, or bylaws before or after the date and time stated in the notice. The waiver
must be in writing, be signed by the shareholder entitled to the notice, and be delivered
to the corporation for inclusion in the minutes or filing with the corporate records. (b)
A shareholder's attendance at a meeting: (1) Waives objection to lack of notice or defective
notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding
the meeting or transacting business at the meeting; (2) Waives objection to consideration
of a particular matter at the meeting that is not within the purpose or purposes described
in the meeting notice, unless the shareholder objects to...
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10A-2-11.04
Section 10A-2-11.04 Merger of subsidiary. 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 parent corporation owning at least 80 percent of the outstanding shares of each class
of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholders
of the parent or subsidiary. (b) The board of directors of the parent shall adopt a plan of
merger that sets forth: (1) The names of the parent and subsidiary; and (2) The manner and
basis of converting the shares of the subsidiary into shares, obligations, or other securities
of the parent or any other corporation or into cash or other property in whole or part. (c)
The parent shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary
who does not waive the mailing requirement in writing. (d)...
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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-2-12.02
Section 10A-2-12.02 Sale of assets other than in regular course of business. 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 sell, lease, exchange, or otherwise
dispose of all, or substantially all, of its property, with or without the good will, otherwise
than in the usual and regular course of business on the terms and conditions and for the consideration
determined by the corporation's board of directors, if the board of directors proposes and
its shareholders approve the proposed transaction. (b) For a transaction to be authorized:
(1) The board of directors must recommend the proposed transaction to the shareholders unless
the board of directors determines that because of a conflict of interest or other special
circumstances it should make no recommendation and communicates...
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