reglab/statecodes huggingface dataset:
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 11 - Merger and Share Exchange. › Section 10A-2-11.06 - Effect of Merger or Share Exchange.

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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 liable for all the liabilities and obligations of each corporation party to the merger; and neither the rights of creditors nor any liens upon the property of any corporation party to the merger shall be impaired by the merger;
(4) Any claim existing or action or proceeding pending by or against any corporation party to the merger may be prosecuted, or continued, as if the merger had not taken place, or the surviving corporation may be substituted in the action or proceeding for the corporation whose existence ceased;
(5) The articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger; and
(6) The shares of each corporation party to the merger that are to be converted into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property are converted and the former holders of the shares are entitled only to the rights provided in the articles of merger or to their rights under Article 13.
(b) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under Article 13.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-11.06; amended and renumbered by Act 2009-513, p. 967, §133.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 11 - Merger and Share Exchange. › Section 10A-2-11.07 - Merger or Share Exchange With Foreign Corporation.

Section 10A-2-11.07
Merger or share exchange with foreign corporation.
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 foreign corporations may merge or enter into a share exchange with one or more domestic corporations if:
(1) In a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;
(2) In a share exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated;
(3) The foreign corporation complies with Section 10A-2-11.05 if it is the surviving corporation of the merger or acquiring corporation of the share exchange; and
(4) Each domestic corporation complies with the applicable provisions of Sections 10A-2-11.01 through 10A-2-11.04 and, if it is the surviving corporation of the merger or acquiring corporation of the share exchange, with Section 10A-2-11.05.
(b) Upon the merger or share exchange taking effect, the surviving foreign corporation of a merger and the acquiring foreign corporation of a share exchange is deemed:
(1) To appoint the Secretary of State as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation party to the merger or share exchange; and
(2) To agree that it will promptly pay to the dissenting shareholders of each domestic corporation party to the merger or share exchange the amount, if any, to which they are entitled under Article 13.
(c) This section does not limit the power of a foreign corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange or otherwise.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-11.07; amended and renumbered by Act 2009-513, p. 967, §133.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 11 - Merger and Share Exchange. › Section 10A-2-11.08 - Nonexclusive.

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.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 12 - Sale or Mortgage of Assets. › Section 10A-2-12.01 - Sale of Assets in Regular Course of Business and Mortgage of Assets.

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 described in subsection (a) is not required.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-12.01; amended and renumbered by Act 2009-513, p. 967, §137.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 12 - Sale or Mortgage of Assets. › Section 10A-2-12.02 - Sale of Assets Other Than in Regular Course of Business.

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 the basis for its determination to the shareholders with the submission of the proposed transaction; and
(2) The shareholders entitled to vote must approve the transaction.
(c) Subject to the corporation's articles of incorporation, the board of directors may condition its submission of the proposed transaction on any basis, except that the board of directors may not decrease the vote required for approval under subsection (e).
(d) 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 sale, lease, exchange, or other disposition of all, or substantially all, the property of the corporation and contain or be accompanied by a description of the transaction.
(e) Unless the articles of incorporation require a greater or lesser vote or a vote by voting groups, or the board of directors, acting pursuant to subsection (c), requires a greater vote or a vote by voting groups, the transaction to be authorized must be approved by each voting group entitled to vote separately on the transaction by two thirds of all the votes entitled to be cast on the transaction by that voting group; but in no case may the vote required for shareholder approval be set at less than a majority of all the votes entitled to be cast on the transaction by each voting group.
(f) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further shareholder action.
(g) A transaction that constitutes a distribution is governed by Section 10A-2-6.40 and not by this section.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-12.02; amended and renumbered by Act 2009-513, p. 967, §137.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division A - Right to Dissent and Obtain Payment for Shares. › Section 10A-2-13.01 - Definitions.

Section 10A-2-13.01
Definitions.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(1) "Corporate action" means the filing of articles of merger or share exchange by the judge of probate or Secretary of State, or other action giving legal effect to a transaction that is the subject of dissenters' rights.
(2) "Corporation" means the issuer of shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer.
(3) "Dissenter" means a shareholder who is entitled to dissent from corporate action under Section 10A-2-13.02 and who exercises that right when and in the manner required by Sections 10A-2-13.20 through 10A-2-13.28.
(4) "Fair Value," with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable.
(5) "Interest" means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans, or, if none, at a rate that is fair and equitable under all circumstances.
(6) "Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.
(7) "Beneficial shareholder" means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.
(8) "Shareholder" means the record shareholder or the beneficial shareholder.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.01; amended and renumbered by Act 2009-513, p. 967, §139.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division A - Right to Dissent and Obtain Payment for Shares. › Section 10A-2-13.02 - Right to Dissent.

Section 10A-2-13.02
Right to dissent.
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 is entitled to dissent from, and obtain payment of the fair value of his or her shares in the event of, any of the following corporate actions:
(1) Consummation of a plan of merger to which the corporation is a party (i) if shareholder approval is required for the merger by Section 10A-2-11.03 or the articles of incorporation and the shareholder is entitled to vote on the merger or (ii) if the corporation is a subsidiary that is merged with its parent under Section 10A-2-11.04;
(2) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan;
(3) Consummation of a sale or exchange by all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale;
(4) To the extent that the articles of incorporation of the corporation so provide, an amendment of the articles of incorporation that materially and adversely affects rights in respect to a dissenter's shares because it:
(i) Alters or abolishes a preferential right of the shares;
(ii) Creates, alters, or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase of the shares;
(iii) Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities;
(iv) Excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights; or
(v) Reduces the number of shares owned by the shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under Section 10A-2-6.04; or
(5) Any corporate action taken pursuant to a shareholder vote to the extent the articles of incorporation, bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares.
(b) A shareholder entitled to dissent and obtain payment for shares under this chapter may not challenge the corporate action creating his or her entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.02; amended and renumbered by Act 2009-513, p. 967, §139.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division A - Right to Dissent and Obtain Payment for Shares. › Section 10A-2-13.03 - Dissent by Nominees and Beneficial Owners.

Section 10A-2-13.03
Dissent by nominees and beneficial owners.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A record shareholder may assert dissenters' rights as to fewer than all of the shares registered in his or her name only if he or she dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf he or she asserts dissenters' rights. The rights of a partial dissenter under this subsection are determined as if the shares to which he or she dissents and his or her other shares were registered in the names of different shareholders.
(b) A beneficial shareholder may assert dissenters' rights as to shares held on his or her behalf only if:
(1) He or she submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and
(2) He or she does so with respect to all shares of which he or she is the beneficial shareholder or over which he or she has power to direct the vote.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.03; amended and renumbered by Act 2009-513, p. 967, §139.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division B - Procedure for Exercise of Dissenters' Rights. › Section 10A-2-13.20 - Notice of Dissenters' Rights.

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.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division B - Procedure for Exercise of Dissenters' Rights. › Section 10A-2-13.21 - Notice of Intent to Demand Payment.

Section 10A-2-13.21
Notice of intent to demand payment.
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 shareholder's meeting, a shareholder who wishes to assert dissenters' rights (1) must deliver to the corporation before the vote is taken written notice of his or her intent to demand payment or his or her shares if the proposed action is effectuated; and (2) must not vote his or her shares in favor of the proposed action.
(b) A shareholder who does not satisfy the requirements of subsection (a) is not entitled to payment for his or her shares under this article.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.21; amended and renumbered by Act 2009-513, p. 967, §141.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division B - Procedure for Exercise of Dissenters' Rights. › Section 10A-2-13.22 - Dissenters' Notice.

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, No. 94-245, p. 343, §1; §10-2B-13.22; amended and renumbered by Act 2009-513, p. 967, §141.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division B - Procedure for Exercise of Dissenters' Rights. › Section 10A-2-13.23 - Duty to Demand Payment.

Section 10A-2-13.23
Duty to demand payment.
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 sent a dissenters' notice described in Section 10A-2-13.22 must demand payment in accordance with the terms of the dissenters' notice.
(b) The shareholder who demands payment retains all other rights of a shareholder until those rights are canceled or modified by the taking of the proposed corporate action.
(c) A shareholder who does not demand payment by the date set in the dissenters' notice is not entitled to payment for his or her shares under this article.
(d) A shareholder who demands payment under subsection (a) may not thereafter withdraw that demand and accept the terms offered under the proposed corporate action unless the corporation shall consent thereto.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.23; amended and renumbered by Act 2009-513, p. 967, §141.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division B - Procedure for Exercise of Dissenters' Rights. › Section 10A-2-13.24 - Share Restriction.

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 acquire by the transfer no rights in the corporation other than those which the original dissenting shareholder had after making demand for payment of the fair value thereof.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.24; amended and renumbered by Act 2009-513, p. 967, §141.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division B - Procedure for Exercise of Dissenters' Rights. › Section 10A-2-13.25 - Offer of Payment.

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 to accept the corporation's offer of payment in full satisfaction of his or her demand must surrender to the corporation the certificate or certificates representing his or her shares in accordance with terms of the dissenters' notice. Upon receiving the certificate or certificates, the corporation shall pay each dissenter the fair value of his or her shares, plus accrued interest, as provided in subsection (a). Upon receiving payment, a dissenting shareholder ceases to have any interest in the shares.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.25; amended and renumbered by Act 2009-513, p. 967, §141.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division B - Procedure for Exercise of Dissenters' Rights. › Section 10A-2-13.26 - Failure to Take Corporate Action.

Section 10A-2-13.26
Failure to take corporate action.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) If the corporation does not take the proposed action within 60 days after the date set for demanding payment, the corporation shall release the transfer restrictions imposed on shares.
(b) If, after releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters' notice under Section 10A-2-13.22 and repeat the payment demand procedure.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.26; amended and renumbered by Act 2009-513, p. 967, §141.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division B - Procedure for Exercise of Dissenters' Rights. › Section 10A-2-13.28 - Procedure if Shareholder Dissatisfied With Offer to Payment.

Section 10A-2-13.28
Procedure if shareholder dissatisfied with offer to payment.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A dissenter may notify the corporation in writing of his or her own estimate of the fair value of his or her shares and amount of interest due, and demand payment of his or her estimate, or reject the corporation's offer under Section 10A-2-13.25 and demand payment of the fair value of his or her shares and interest due, if:
(1) The dissenter believes that the amount offered under Section 10A-2-13.25 is less than the fair value of his or her shares or that the interest due is incorrectly calculated;
(2) The corporation fails to make an offer under Section 10A-2-13.25 within 60 days after the date set for demanding payment; or
(3) The corporation, having failed to take the proposed action, does not release the transfer restrictions imposed on shares within 60 days after the date set for demanding payment.
(b) A dissenter waives his or her right to demand payment under this section unless he or she notifies the corporation of his or her demand in writing under subsection (a) within 30 days after the corporation offered payment for his or her shares.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.28; amended and renumbered by Act 2009-513, p. 967, §141.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division C - Judicial Appraisal of Shares. › Section 10A-2-13.31 - Court Costs and Counsel Fees.

Section 10A-2-13.31
Court costs and counsel fees.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The court in an appraisal proceeding commenced under Section 10A-2-13.30 shall determine all costs of the proceeding, including compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under Section 10A-2-13.28.
(b) The court may also assess the reasonable fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:
(1) Against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of Sections 10A-2-13.20 through 10A-2-13.28; or
(2) Against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.
(c) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to these counsel reasonable fees to be paid out of the amounts awarded the dissenters who were benefitted.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.31; amended and renumbered by Act 2009-513, p. 967, §143.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 13 - Dissenters' Rights. › Division C - Judicial Appraisal of Shares. › Section 10A-2-13.32 - Status of Shares After Payment.

Section 10A-2-13.32
Status of shares after payment.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Shares acquired by a corporation pursuant to payment of the agreed value therefor or to payment of the judgment entered therefor, as in this chapter provided, may be held and disposed of by the corporation as in the case of other treasury shares, except that, in the case of a merger or share exchange, they may be held and disposed of as the plan of merger or share exchange may otherwise provide.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.32; amended and renumbered by Act 2009-513, p. 967, §143.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division A - Voluntary Dissolution. › Section 10A-2-14.01 - Dissolution by Incorporators or Initial Directors

Section 10A-2-14.01
Dissolution by incorporators or initial directors
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering for filing to the judge of probate articles of dissolution that set forth:
(1) The name of the corporation;
(2) The date of its incorporation;
(3) Either (i) that none of the corporation's shares has been issued or (ii) that the corporation has not commenced business;
(4) That no debt of the corporation remains unpaid;
(5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and
(6) That a majority of the incorporators or initial directors authorized the dissolution.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.01; amended and renumbered by Act 2009-513, p. 967, §145.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division A - Voluntary Dissolution. › Section 10A-2-14.02 - Dissolution by Board of Directors and Shareholders.

Section 10A-2-14.02
Dissolution by board of directors and 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 corporation's board of directors may propose dissolution for submission to the shareholders.
(b) For a proposal to dissolve to be adopted:
(1) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and
(2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e).
(c) Subject to the corporation's articles of incorporation, the board of directors may condition its submission of the proposal for dissolution on any basis, except that the board of directors may not decrease the vote required for approval under subsection (e).
(d) 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 dissolving the corporation.
(e) Unless the articles of incorporation require a greater or lesser vote or a vote by voting groups, or the board of directors, acting pursuant to subsection (c), requires a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by each voting group entitled to vote separately on the proposal by two thirds of all the votes entitled to be cast on the proposal by that voting group; but in no case may the vote required for shareholder approval be set at less than a majority of all the votes entitled to be cast on the proposal by each voting group.
(f) In lieu of the procedure set forth in subsections (a) through (e) above, a corporation may be dissolved by the written consent of all of its shareholders, whether or not otherwise entitled to vote, without action by the corporation's board of directors.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.02; amended and renumbered by Act 2009-513, p. 967, §145.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division A - Voluntary Dissolution. › Section 10A-2-14.03 - Articles of Dissolution.

Section 10A-2-14.03
Articles 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) At any time after dissolution is authorized, the corporation may dissolve by delivering to the judge of probate for filing articles of dissolution setting forth:
(1) The name of the corporation;
(2) The date dissolution was authorized;
(3) If dissolution was approved by the shareholders:
(i) The number of votes entitled to be cast on the proposal to dissolve; and
(ii) Either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval.
(4) If voting by voting groups was required, the information required by subparagraph (3) must be separately provided for each voting group entitled to vote separately on the plan to dissolve.
(5) If dissolution was approved by written consent of all shareholders under Section 10A-2-14.02(f), a statement to that effect in lieu of the information required by subparagraphs (3) and (4), and a copy of the written consent or consents signed by all shareholders of the corporation.
(b) A corporation is dissolved upon the effective date of its articles of dissolution.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.03; amended and renumbered by Act 2009-513, p. 967, §145.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division A - Voluntary Dissolution. › Section 10A-2-14.04 - Revocation of Dissolution.

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) revoked the dissolution effected pursuant to Section 10A-2-14.01, a statement to that effect;
(5) If the corporation's board of directors revoked a dissolution authorized by the shareholders pursuant to Section 10A-2-14.02, a statement that revocation was permitted by action by the board of directors alone pursuant to authorization; and
(6) If shareholder action was required to revoke the dissolution effected pursuant to Section 10A-2-14.02, the information required by Section 10A-2-14.03(a)(3) or (4) or by Section 10A-2-14.03(a)(5).
(d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.
(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.04; amended and renumbered by Act 2009-513, p. 967, §145.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division A - Voluntary Dissolution. › Section 10A-2-14.05 - Effect of Dissolution.

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 the corporation's property;
(3) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;
(4) Subject its directors or officers to standards of conduct different from those prescribed in Article 8;
(5) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;
(6) Prevent commencement of a proceeding by or against the corporation in its corporate name;
(7) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution;
(8) Terminate the authority of the registered agent of the corporation; or
(9) Result in the corporation's name becoming available for use by another entity under Section 10A-1-5.03 until the time for revocation of dissolution has elapsed or, in the case of a corporation administratively dissolved under Section 10A-2-14.21, the time for filing an application for reinstatement has elapsed without the filing of an application, or, if an application is filed, until its final adjudication, including all appeals.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.05; amended and renumbered by Act 2009-513, p. 967, §145.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division B - Administrative Dissolution. › Section 10A-2-14.20 - Grounds for Administrative Dissolution.

Section 10A-2-14.20
Grounds for administrative dissolution.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
The Secretary of State may commence a proceeding under Section 10A-2-14.21 to administratively dissolve a corporation if:
(1) The corporation does not pay within six months after they are due any franchise taxes or penalties imposed by this chapter or other law;
(2) The corporation does not deliver its annual report to the Secretary of State within six months after it is due;
(3) The corporation is without a registered agent or registered office in this state for 60 days or more;
(4) The corporation does not notify the Secretary of State within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or
(5) The corporation's period of duration stated in its articles of incorporation expires.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.20; amended and renumbered by Act 2009-513, p. 967, §147.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division B - Administrative Dissolution. › Section 10A-2-14.21 - Procedure for and Effect of Administrative Dissolution.

Section 10A-2-14.21
Procedure for and effect of administrative dissolution.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) If the Secretary of State determines that one or more grounds exist under Section 10A-2-14.20 for dissolving a corporation, he or she shall serve the corporation with written notice of his or her determination under Section 10A-1-5.31(b), 10A-1-5.35, or 10A-1-5.36.
(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after service of the notice is perfected under Section 10A-1-5.31(b), 10A-1-5.35, or 10A-1-5.36, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate, deliver a copy to the judge of probate for filing, and serve a copy on the corporation under Section 10A-1-5.31(b), 10A-1-5.35, or 10A-1-5.36.
(c) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under Section 10A-2-14.05 and notify claimants under Sections 10A-1-9.21 and 10A-1-9.22, or to apply for reinstatement under Section 10A-2-14.22.
(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.21; amended and renumbered by Act 2009-513, p. 967, §147.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division B - Administrative Dissolution. › Section 10A-2-14.22 - Reinstatement Following Administrative Dissolution.

Section 10A-2-14.22
Reinstatement following administrative 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 administratively dissolved under Section 10A-2-14.21 may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution. The application must:
(1) Recite the name and address of the corporation and the effective date of its administrative dissolution;
(2) State that the ground or grounds for dissolution either did not exist or have been eliminated;
(3) State that the corporation's name satisfies the requirements of Sections 10A-1-5.03 and 10A-1-5.04; and
(4) Contain a certificate from the Department of Revenue reciting that all taxes owed by the corporation have been paid.
(b) If the Secretary of State determines that the application contains the information required by subsection (a) and that the information is correct, he or she shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his or her determination and the effective date of reinstatement, file the original of the certificate and deliver a copy to the judge of probate for filing, and serve a copy on the corporation under Section 10A-1-5.31, 10A-1-5.35, or 10A-1-5.36.
(c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.22; amended and renumbered by Act 2009-513, p. 967, §147.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 14 - Dissolution. › Division B - Administrative Dissolution. › Section 10A-2-14.23 - Appeal From Denial of Reinstatement.

Section 10A-2-14.23
Appeal from denial of reinstatement.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, he or she shall serve the corporation under Section 10A-1-5.31, 10A-1-5.35, or 10A-1-5.36 with a written notice that explains the reason or reasons for denial.
(b) The corporation may appeal the denial of reinstatement to the circuit court of the county where its articles of incorporation are filed within 30 days after service of the notice of denial is perfected. A corporation created by an act of the Legislature prior to the adoption of the Constitution of Alabama of 1901, or which resulted from a merger or consolidation, may appeal to the Circuit Court of Montgomery County. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's notice of denial.
(c) The court may summarily order the Secretary of State to reinstate the dissolved corporation, may order a trial de novo, or may take other action the court considers appropriate.
(d) The court's final decision may be appealed as in other civil proceedings.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.23; amended and renumbered by Act 2009-513, p. 967, §147.)