9-6A-1
Section 9-6A-1 Definitions. REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-152 EFFECTIVE
JUNE 1, 2018. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (Acts 1981, No. 81-721, p. 1227,
§1.)...
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10A-2-1.20
Section 10A-2-1.20 Filing instruments. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A filing instrument
under this chapter must satisfy the requirements of Article 4 of Chapter 1, and must be signed:
(1) By the chair of the board of directors of the domestic or foreign business corporation,
by its president, or by another of its officers; (2) If directors have not been selected or
the corporation has not been formed, by an incorporator; or (3) If the corporation is in the
hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (b) The
person executing the instrument shall sign it and state beneath or opposite his or her signature
in English letters, his or her name, and the capacity in which he or she signs. The instrument
may but need not contain: (1) the corporate seal, (2) an attestation by the secretary or an
assistant secretary, or (3) an acknowledgement, verification, or...
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10A-2-1.21
Section 10A-2-1.21 Filing fees. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. The judge of probate or the Secretary
of State, as the case may be, shall collect the fees imposed by Section 10A-1-4.31 with respect
to any filing instrument relating to a business corporation delivered to him or her for filing.
(Act 2009-513, p. 967, §84.)...
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10A-2-10.07
Section 10A-2-10.07 Restated 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 REPEALED IN THE 2019 REGULAR SESSION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)
A corporation's board of directors may restate its articles of incorporation at any time with
or without shareholder action. (b) The restatement may include one or more amendments to the
articles. If the restatement includes an amendment requiring shareholder approval, it must
be adopted as provided in Section 10A-2-10.03. (c) If the board of directors submits a restatement
for shareholder action, the corporation shall notify each shareholder, whether or not entitled
to vote, of the proposed shareholders' meeting in accordance with Section 10A-2-7.05. The
notice must also state that the purpose, or one of the purposes, of the meeting is to consider
the proposed restatement that identifies any amendment or other change it would make in the
articles. (d) A corporation restating its articles of incorporation...
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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-2-11.08
Section 10A-2-11.08 Nonexclusive. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. This article is not exclusive.
Corporations may merge or exchange their shares in any other manner provided by law. (Act
2009-513, p. 967, §135.)...
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10A-2-13.20
Section 10A-2-13.20 Notice of dissenters' rights. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If proposed
corporate action creating dissenters' rights under Section 10A-2-13.02 is submitted to a vote
at a shareholders' meeting, the meeting notice must state that shareholders are or may be
entitled to assert dissenters' rights under this article and be accompanied by a copy of this
article. (b) If corporate action creating dissenters' rights under Section 10A-2-13.02 is
taken without a vote of shareholders, the corporation shall (1) notify in writing all shareholders
entitled to assert dissenters' rights that the action was taken; and (2) send them the dissenters'
notice described in Section 10A-2-13.22. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.20;
amended and renumbered by Act 2009-513, p. 967, §141.)...
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10A-2-13.22
Section 10A-2-13.22 Dissenters' notice. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If proposed corporate
action creating dissenters' rights under Section 10A-2-13.02 is authorized at a shareholders'
meeting, the corporation shall deliver a written dissenters' notice to all shareholders who
satisfied the requirements of Section 10A-2-13.21. (b) The dissenters' notice must be sent
no later than 10 days after the corporate action was taken, and must: (1) State where the
payment demand must be sent; (2) Inform holders of shares to what extent transfer of the shares
will be restricted after the payment demand is received; (3) Supply a form for demanding payment;
(4) Set a date by which the corporation must receive the payment demand, which date may not
be fewer than 30 nor more than 60 days after the date the subsection (a) notice is delivered;
and (5) Be accompanied by a copy of this article. (Acts 1994,...
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10A-2-13.24
Section 10A-2-13.24 Share restriction. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Within 20 days
after making a formal payment demand, each shareholder demanding payment shall submit the
certificate or certificates representing his or her shares to the corporation for (1) notation
thereon by the corporation that the demand has been made and (2) return to the shareholder
by the corporation. (b) The failure to submit his or her shares for notation shall, at the
option of the corporation, terminate the shareholders' rights under this article unless a
court of competent jurisdiction, for good and sufficient cause, shall otherwise direct. (c)
If shares represented by a certificate on which notation has been made shall be transferred,
each new certificate issued therefor shall bear similar notation, together with the name of
the original dissenting holder of the shares. (d) A transferee of the shares shall...
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10A-2-13.25
Section 10A-2-13.25 Offer of payment. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) As soon as the proposed corporate
action is taken, or upon receipt of a payment demand, the corporation shall offer to pay each
dissenter who complied with Section 10A-2-13.23 the amount the corporation estimates to be
the fair value of his or her shares, plus accrued interest. (b) The offer of payment must
be accompanied by: (1) The corporation's balance sheet as of the end of a fiscal year ending
not more than 16 months before the date of the offer, an income statement for that year, and
the latest available interim financial statements, if any; (2) A statement of the corporation's
estimate of the fair value of the shares; (3) An explanation of how the interest was calculated;
(4) A statement of the dissenter's right to demand payment under Section 10A-2-13.28; and
(5) A copy of this article. (c) Each dissenter who agrees...
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