reglab/statecodes huggingface dataset:
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 14 - Dissolution. › Division A - Voluntary Dissolution. › Section 10A-2A-14.06 - Known Claims Against Dissolved Corporation.

Section 10A-2A-14.06
Known claims against dissolved corporation.
(a) A dissolved corporation may dispose of any known claims against it by following the procedures described in subsection (b) at any time after the effective date of the dissolution of the corporation.
(b) A dissolved corporation may give written notice of the dissolution to the holder of any known claim. The notice must:
(1) identify the dissolved corporation;
(2) describe the information required to be included in a claim;
(3) provide a mailing address to which the claim is to be sent;
(4) state the deadline, which may not be fewer than 120 days from the effective date of the notice, by which the dissolved corporation must receive the claim; and
(5) state that if not sooner barred, the claim will be barred if not received by the deadline.
(c) Unless sooner barred by any other statute limiting actions, a claim against a dissolved corporation is barred:
(1) if a claimant who was given notice under subsection (b) does not deliver the claim to the dissolved corporation by the deadline; or
(2) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.
(d) For purposes of this section, "known claim" or "claim" includes unliquidated claims, but does not include a contingent liability that has not matured so that there is no immediate right to bring suit or a claim based on an event occurring after the effective date of dissolution.
(e) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 14 - Dissolution. › Division A - Voluntary Dissolution. › Section 10A-2A-14.08 - Director Duties.

Section 10A-2A-14.08
Director duties.
(a) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions in liquidation of assets to stockholders after payment or provision for claims.
(b) Directors of a dissolved corporation which has disposed of claims under Section 10A-2A-14.06 or Section 10A-2A-14.07 shall not be liable for breach of Section 10A-2A-14.08(a) with respect to claims against the dissolved corporation that are barred or satisfied under Section 10A-2A-14.06 or Section 10A-2A-14.07.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 14 - Dissolution. › Division B - Judicial Dissolution. › Section 10A-2A-14.10 - Grounds for Judicial Dissolution.

Section 10A-2A-14.10
Grounds for judicial dissolution.
(a) The circuit court for the county in which the corporation's principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation's most recent registered office is located may dissolve a corporation:
(1) in a proceeding by the Attorney General if it is established that:
(i) the corporation obtained its certificate of incorporation through fraud; or
(ii) the corporation has continued to exceed or abuse the authority conferred upon it by law;
(2) in a proceeding by a stockholder if it is established that:
(i) the directors are deadlocked in the management of the corporate affairs, the stockholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the stockholders generally, because of the deadlock;
(ii) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
(iii) the stockholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired; or
(iv) the corporate assets are being misapplied or wasted;
(3) in a proceeding by a creditor if it is established that:
(i) the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or
(ii) the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent;
(4) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision; or
(5) in a proceeding by a stockholder if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve.
(b) Subsection (a)(2) shall not apply in the case of a corporation that, on the date of the filing of the proceeding, has a class or series of stock which is:
(1) a covered security under Section 18(b)(1)(A) or (B) of the Securities Act of 1933; or
(2) not a covered security, but is held by at least 2,000 stockholders.
(c) In subsection (a), "stockholder" means a record stockholder, a beneficial stockholder, and an unrestricted voting trust beneficial owner, and in subsection (b), "stockholder" means a record stockholder, a beneficial stockholder, and a voting trust beneficial owner.
(Act 2019-94, §1; Act 2020-73, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 14 - Dissolution. › Division B - Judicial Dissolution. › Section 10A-2A-14.11 - Procedure for Judicial Dissolution.

Section 10A-2A-14.11
Procedure for judicial dissolution.
(a) Venue for a proceeding by the attorney general to dissolve a corporation lies in circuit court for the county in which the corporation's principal office is located in this state, and if none in this state, in the circuit court for the county in which the corporation's most recent registered office is located. Venue for a proceeding brought by any other party named in Section 10A-2A-14.10(a) lies in circuit court for the county in which the corporation's principal office is located in this state, and if none in this state, in the circuit court for the county in which the corporation's most recent registered office is located.
(b) It is not necessary to make stockholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian during the proceeding with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.
(d) Within 10 days of the commencement of a proceeding to dissolve a corporation under Section 10A-2A-14.10(a)(2), the corporation shall deliver to all stockholders, other than the petitioner, a notice stating that the stockholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's stock under Section 10A-2A-14.14 and accompanied by a copy of Section 10A-2A-14.14.
(Act 2019-94, §1; Act 2020-73, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 14 - Dissolution. › Division B - Judicial Dissolution. › Section 10A-2A-14.12 - Receivership or Custodianship.

Section 10A-2A-14.12
Receivership or custodianship.
(a) Unless an election to purchase has been filed under Section 10A-2A-14.14, a court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has jurisdiction over the corporation and all of its property wherever located.
(b) The court may appoint an individual, corporation, foreign corporation, or eligible entity as a receiver or custodian, which, if a foreign corporation or foreign eligible entity, must be registered to do business in this state. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:
(1) the receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale; and (ii) may sue and defend in the receiver's own name as receiver of the corporation in all courts of this state;
(2) the custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the affairs of the corporation in the best interests of its stockholders and creditors. The receiver or custodian shall have such other powers and duties as the court may provide in the appointing order, which may be amended from time to time.
(d) The court during a receivership may redesignate the receiver a custodian and during a custodianship may redesignate the custodian a receiver.
(e) The court from time to time during the receivership or custodianship may order compensation paid and expenses paid or reimbursed to the receiver or custodian from the assets of the corporation or proceeds from the sale of the assets.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 14 - Dissolution. › Division B - Judicial Dissolution. › Section 10A-2A-14.13 - Decree of Dissolution.

Section 10A-2A-14.13
Decree of dissolution.
(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Section 10A-2A-14.10 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State for filing.
(b) After entering the decree of dissolution, the court shall direct the winding-up and liquidation of the corporation's business and affairs in accordance with Section 10A-2A-14.05 and the notification of claimants in accordance with Sections 10A-2A-14.06 and 10A-2A-14.07.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 14 - Dissolution. › Division C - Miscellaneous. › Section 10A-2A-14.20 - Deposit With State Treasurer.

Section 10A-2A-14.20
Deposit with State Treasurer.
Assets of a dissolved corporation that should be transferred to a creditor, claimant, or stockholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the State Treasurer or other appropriate state official for safekeeping. When the creditor, claimant, or stockholder furnishes satisfactory proof of entitlement to the amount deposited, the State Treasurer or other appropriate state official shall pay that person or his or her representative that amount.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 15 - Foreign Corporations. › Division A - Governing Law. › Section 10A-2A-15.01 - Governing Law.

Section 10A-2A-15.01
Governing law.
(a) The law of the jurisdiction of formation of a foreign corporation governs:
(1) the incorporation and internal affairs of the foreign corporation;
(2) the liability of its stockholders as stockholders for the debts, obligations, or other liabilities of the foreign corporation; and
(3) the authority of the directors and officers of the foreign corporation.
(b) A foreign corporation is not precluded from registering to do business in this state because of any difference between the law of the foreign corporation's jurisdiction of formation and the law of this state.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 15 - Foreign Corporations. › Division B - Acting in a Fiduciary Capacity. › Section 10A-2A-15.10 - Definitions.

Section 10A-2A-15.10
Definitions.
The term "foreign corporation," as used in this division, shall mean:
(1) Any bank or other corporation now or hereafter organized or existing under the laws of any state of the United States other than this state; and
(2) Any national banking association or other corporation organized under the laws of the United States having its principal place of business in any state of the United States other than this state.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 15 - Foreign Corporations. › Division B - Acting in a Fiduciary Capacity. › Section 10A-2A-15.11 - Authority of Foreign Corporation to Act as Fiduciary.

Section 10A-2A-15.11
Authority of foreign corporation to act as fiduciary.
(a) Any foreign corporation may act in this state as trustee, personal representative, executor, administrator of any kind, guardian, conservator, or in any other like or similar fiduciary capacity, whether the appointment is by law, will, deed, inter vivos trust, mortgage, deed of trust, court order or otherwise, without the necessity of complying with any law of this state relating to the qualification of foreign corporations to do business in this state or the licensing of foreign corporations to do business in this state and notwithstanding any prohibition, limitation, or restriction contained in any law of this state subject to the following conditions:
(1) The foreign corporation is authorized to act in a fiduciary capacity, or capacities, in the state in which it is incorporated or, if the foreign corporation is a national banking association or other corporation organized under the laws of the United States, in the state in which it has its principal place of business.
(2) Any bank or other corporation organized under the laws of this state or a national banking association or other corporation organized under the laws of the United States having its principal place of business in this state which is authorized to act in a fiduciary capacity in this state is authorized to act in a like fiduciary capacity in the other state without the necessity of complying with any law of the other state relating to the qualification of a foreign corporation to do business in the other state.
(b) Nothing contained in this division shall be construed to prohibit or make unlawful any activity in this state by a bank or other corporation which is not incorporated under the laws of this state, or, if a national bank or other corporation organized under the laws of the United States, which does not have its principal place of business in this state which would be lawful in the absence of this division.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 15 - Foreign Corporations. › Division B - Acting in a Fiduciary Capacity. › Section 10A-2A-15.12 - Filing of Verified Statement With Commissioner of Revenue by Foreign Corporation Prior to Acting as Fiduciary.

Section 10A-2A-15.12
Filing of verified statement with Commissioner of Revenue by foreign corporation prior to acting as fiduciary.
Prior to the time when any foreign corporation acts pursuant to the authority of this article in any fiduciary capacity or capacities in this state, the foreign corporation shall file with the Commissioner of Revenue of this state a verified statement which shall state:
(1) The correct corporate name of the foreign corporation;
(2) The name of the state under the laws of which it is incorporated or if the foreign corporation is a national banking association or other corporation organized under the laws of the United States shall state that fact;
(3) The address of its principal business office;
(4) In what fiduciary capacity, or capacities, it desires to act in the State of Alabama;
(5) That it is authorized to act in a similar fiduciary capacity or capacities in the state in which it is incorporated or, if it is a national banking association or other corporation organized under the laws of the United States, in which it has its principal place of business; and
(6) The statement shall irrevocably appoint the Commissioner of Revenue of Alabama as its true and lawful attorney to receive service of process in any action or proceeding against it relating to or growing out of any trust, estate, or matter in respect of which the foreign corporation may act in this state in any fiduciary capacity. The statement shall be verified by an officer of the foreign corporation, and there shall be filed with it the certificates of public officials and copies of documents certified by public officials as may be necessary to show that the foreign corporation is authorized to act in a fiduciary capacity or capacities similar to those in which it desires to act in this state, in the state in which it is incorporated, or, if it is a national banking association or other corporation organized under the laws of the United States, in which it has its principal place of business.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 15 - Foreign Corporations. › Division B - Acting in a Fiduciary Capacity. › Section 10A-2A-15.13 - Foreign Corporation Acting as Fiduciary Not Deemed Doing Business in This State.

Section 10A-2A-15.13
Foreign corporation acting as fiduciary not deemed doing business in this state.
A foreign corporation, insofar as it acts in a fiduciary capacity in this state pursuant to the provisions of this division, shall not be deemed to be transacting business in this state, but no foreign corporation acting in a fiduciary capacity in this state pursuant to the provisions of this division without registering to transact business in this state pursuant to this title or other applicable provisions of law shall establish or maintain in this state a place of business, branch office, or agency for the conduct of business as a fiduciary. Nothing contained in this division shall diminish the authority of out-of-state banks and trust companies to establish or acquire and maintain trust offices or representative trust offices, or both, under the provisions of Chapter 11A of Title 5.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 15 - Foreign Corporations. › Division B - Acting in a Fiduciary Capacity. › Section 10A-2A-15.14 - Foreign Corporation Previously Acting in Fiduciary Capacity in State.

Section 10A-2A-15.14
Foreign corporation previously acting in fiduciary capacity in state.
The provisions of this division shall not prohibit any foreign corporation authorized to act in a fiduciary capacity or capacities in the state in which it is incorporated or any national banking association or other corporation organized under the laws of the United States authorized to act in a fiduciary capacity or capacities in its principal place of business which, prior to April 14, 1956, or in the case of a corporation other than a national banking association, prior to January 1, 1995, was acting or appointed to act in this state in a particular fiduciary capacity or capacities, from continuing in the performance of the fiduciary activity or activities without complying with the provisions of this division.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 15 - Foreign Corporations. › Division B - Acting in a Fiduciary Capacity. › Section 10A-2A-15.15 - Service of Process on Foreign Corporation Acting in Fiduciary Capacity.

Section 10A-2A-15.15
Service of process on foreign corporation acting in fiduciary capacity.
Every foreign corporation acting in a fiduciary capacity in this state pursuant to the terms of this division shall be deemed to consent to service of all legal process in any action or proceeding against it and to service of any notice or demand permitted or required by law relating to or growing out of any trust, estate, or matter in respect of which the foreign corporation shall have acted in this state in any fiduciary capacity pursuant to any means of service of process provided in Section 10A-1-5.31, Section 10A-1-5.35, or Section 10A-1-5.36.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 16 - Records and Reports. › Division A - Records. › Section 10A-2A-16.01 - Corporate Records.

Section 10A-2A-16.01
Corporate records.
(a) A corporation shall maintain the following records:
(1) its certificate of incorporation as currently in effect;
(2) any notices to stockholders referred to in Section 10A-2A-1.20(c)(5) specifying facts on which a filed document is dependent if those facts are not included in the certificate of incorporation or otherwise available as specified in Section 10A-2A-1.20(c)(5);
(3) its bylaws as currently in effect;
(4) all written communications within the past three years to stockholders generally;
(5) minutes of all meetings of, and records of all actions taken without a meeting by, its stockholders, its board of directors, and board committees established under Section 10A-2A-8.25;
(6) a list of the names and business addresses of its current directors and officers; and
(7) its most recent annual report delivered to the Secretary of State under Section 10A-2A-16.11.
(b) A corporation shall maintain all annual financial statements prepared for the corporation for its last three fiscal years (or any shorter period of existence) and any audit or other reports with respect to those financial statements.
(c) A corporation shall maintain accounting records in a form that permits preparation of its financial statements.
(d) A corporation shall maintain a record of its current stockholders in alphabetical order by class or series of stock showing the address of each stockholder to which notices and other communications from the corporation are to be sent, and which shall include the number and class or series of stock held by each stockholder. In addition, if a stockholder has provided an electronic mail address to the corporation or has consented to receive notices or other communications by electronic mail or other electronic transmission, the record of stockholders shall include the electronic mail or other electronic transmission address of the stockholder if notices or other communications are being delivered by the corporation to the stockholder at that electronic mail or other electronic transmission address pursuant to Section 10A-2A-1.41(d). An electronic mail address of a stockholder shall be deemed to be provided by a stockholder if it is contained in a communication to the corporation by or on behalf of the stockholder, unless the communication expressly indicates that the electronic mail address may not be used to deliver notices or other communications.
(e) A corporation shall maintain the records specified in this section in a manner so that they may be made available for inspection within a reasonable time.
(Act 2019-94, §1; Act 2021-299, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 16 - Records and Reports. › Division A - Records. › Section 10A-2A-16.03 - Scope of Inspection Right.

Section 10A-2A-16.03
Scope of inspection right.
(a) A stockholder may appoint an agent or attorney to exercise the stockholder's inspection and copying rights under Section 10A-2A-16.02.
(b) The corporation may, if reasonable, satisfy the right of a stockholder to copy records under Section 10A-2A-16.02 by furnishing to the stockholder copies by photocopy or other means chosen by the corporation, including furnishing copies through an electronic transmission.
(c) The corporation may comply at its expense with a stockholder's demand to inspect the record of stockholders under Section 10A-2A-16.02(b)(4) by providing the stockholder with a list of stockholders that was compiled no earlier than the date of the stockholder's demand.
(d) The corporation may impose a reasonable charge to cover the costs of providing copies of documents to the stockholder, which may be based on an estimate of those costs.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 16 - Records and Reports. › Division A - Records. › Section 10A-2A-16.04 - Court-Ordered Inspection.

Section 10A-2A-16.04
Court-ordered inspection.
(a) If a corporation does not allow a stockholder who complies with Section 10A-2A-16.02(a) to inspect and copy any records required by that section to be available for inspection, the designated court, and if none, the circuit court for the county in which the corporation's principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation's most recent registered office is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the stockholder.
(b) If a corporation does not within a reasonable time allow a stockholder who complies with Section 10A-2A-16.02(b) to inspect and copy the records required by that section, the stockholder who complies with Section 10A-2A-16.02(c) may apply to the designated court, and if none, the circuit court for the county in which the corporation's principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation's most recent registered office is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(c) If the court orders inspection and copying of the records demanded under Section 10A-2A-16.02(b), it may impose reasonable restrictions on their confidentiality, use, or distribution by the demanding stockholder and it shall also order the corporation to pay the stockholder's expenses incurred to obtain the order unless the corporation establishes that it refused inspection in good faith because the corporation had:
(1) a reasonable basis for doubt about the right of the stockholder to inspect the records demanded; or
(2) required reasonable restrictions on the confidentiality, use, or distribution of the records demanded to which the demanding stockholder had been unwilling to agree.
(Act 2019-94, §1; Act 2020-73, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 16 - Records and Reports. › Division A - Records. › Section 10A-2A-16.05 - Inspection Rights of Directors.

Section 10A-2A-16.05
Inspection rights of directors.
(a) A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a board committee, but not for any other purpose or in any manner that would violate any duty to the corporation.
(b) The designated court, and if none, the circuit court for the county in which the corporation's principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation's most recent registered office is located may order inspection and copying of the books, records, and documents at the corporation's expense, upon application of a director who has been refused inspection rights, unless the corporation establishes that the director is not entitled to inspection rights. The court shall dispose of an application under this subsection on an expedited basis.
(c) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's expenses incurred in connection with the application.
(Act 2019-94, §1; Act 2020-73, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 16 - Records and Reports. › Division B - Reports. › Section 10A-2A-16.11 - Annual Report for Secretary of State.

Section 10A-2A-16.11
Annual report for Secretary of State.
(a) Each corporation, and each foreign corporation authorized to transact business in this state, shall deliver to the Secretary of State for filing an annual report that sets forth:
(1) The name of the corporation and the state or other jurisdiction under whose law it is incorporated;
(2) The address of its registered office and the name of its registered agent at that office in this state;
(3) The address of its principal office including, in the case of a foreign corporation, the address of its principal office in the state or other jurisdiction under whose law it is incorporated;
(4) The names and respective addresses of its president and secretary; and
(5) A brief statement of the character of business in which it is actually engaged in this state.
(b) Information in the annual report must be current as of the date the annual report is executed on behalf of the corporation.
(c) The first annual report must be delivered to the Secretary of State between January 1 and March 15 of the year following the calendar year in which a domestic corporation was incorporated or a foreign corporation was authorized to transact business. Subsequent annual reports must be delivered to the Secretary of State between January 1 and March 15 of the following calendar years.
(d) If an annual report does not contain the information required by this section, the Secretary of State shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the Secretary of State within 30 days after the effective date of notice, it is deemed to be timely filed.
(e) The public record information filed with the Department of Revenue, pursuant to Chapter 14A of Title 40, shall constitute and be accepted in lieu of the annual report required pursuant to this section, provided that a ten dollar ($10) fee for the State of Alabama accompany the public record information filed by the corporation annually with the Department of Revenue. The fee for the annual report shall be deposited in the State Treasury to the credit of the Secretary of State Entity Fund as prescribed by Section 10A-1-4.31.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 17 - Benefit Corporations. › Section 10A-2A-17.01 - Application of Article 17; Definitions.

Section 10A-2A-17.01
Application of Article 17; definitions.
(a) A corporation electing to become a benefit corporation under this article in the manner prescribed in this article is subject in all respects to the provisions of this chapter, except to the extent this article imposes additional or different requirements, in which case those requirements apply. The inclusion of a provision in this article does not imply that a contrary or different rule of law applies to a corporation that is not a benefit corporation. This article does not affect a statute or rule of law that applies to a corporation that is not a benefit corporation.
(b) As used in this article:
(1) BENEFIT CORPORATION means a corporation that includes in its certificate of incorporation a statement that the corporation is subject to this article.
(2) PUBLIC BENEFIT means a positive effect, or reduction of negative effects, on one or more communities or categories of persons (other than stockholders solely in their capacity as stockholders) or on the environment, including effects of an artistic, charitable, economic, educational, cultural, literary, medical, religious, social, ecological, or scientific nature.
(3) PUBLIC BENEFIT PROVISION means a provision in the certificate of incorporation which states that the corporation shall pursue one or more identified public benefits.
(4) RESPONSIBLE AND SUSTAINABLE MANNER means a manner that:
(i) pursues through the business of the corporation the creation of a positive effect on society and the environment, taken as a whole, that is material taking into consideration the corporation's size and the nature of its business; and
(ii) considers, in addition to the interests of stockholders generally, the separate interests of stakeholders known to be affected by the conduct of the business of the corporation.
(Act 2020-73, §8.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 17 - Benefit Corporations. › Section 10A-2A-17.02 - Name; Stock Certificates.

Section 10A-2A-17.02
Name; stock certificates.
(a) The name of a benefit corporation must comply with Section 10A-1-5.04(e).
(b) Any stock certificate issued by a benefit corporation, and any information statement delivered by a benefit corporation pursuant to Section 10A-2A-6.26(b), must note conspicuously that the corporation is a benefit corporation subject to this chapter.
(Act 2020-73, §8.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 17 - Benefit Corporations. › Section 10A-2A-17.04 - Duties of Directors.

Section 10A-2A-17.04
Duties of directors.
(a) Each member of the board of directors of a benefit corporation, when discharging the duties of a director, shall act: (i) in a responsible and sustainable manner, and (ii) in a manner that pursues the public benefit or benefits identified in any public benefit provision.
(b) In fulfilling the duties under subsection (a), a director shall consider, to the extent affected, in addition to the interests of stockholders generally, the separate interests of stakeholders known to be affected by the business of the corporation including:
(1) the employees and work forces of the corporation, its subsidiaries, and its suppliers;
(2) customers;
(3) communities or society, including those of each community in which offices or facilities of the corporation, its subsidiaries, or its suppliers are located; and
(4) the local and global environment.
(c) A director of a benefit corporation shall not, by virtue of the duties imposed by subsections (a) and (b), owe any duty to a person other than the benefit corporation due to any interest of the person in the status of the corporation as a benefit corporation or in any public benefit provision.
(d) Unless otherwise provided in the certificate of incorporation, the violation by a director of the duties imposed by subsections (a) and (b) shall not constitute an intentional infliction of harm on the corporation or the stockholders for purposes of Section 10A-2A-2.02(b)(4) and (5).
(Act 2020-73, §8.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 17 - Benefit Corporations. › Section 10A-2A-17.06 - Rights of Action.

Section 10A-2A-17.06
Rights of action.
(a) Except in a proceeding authorized under Section 10A-2A-17.05(c) or this section, no person other than the corporation, or a stockholder in the right of the corporation pursuant to subsection (b), may bring an action or assert a claim with respect to the violation of any duty applicable to a benefit corporation or any of its directors under this article.
(b) Except for a proceeding brought under Section 10A-2A-17.05(c), a proceeding by a stockholder of a benefit corporation claiming violation of any duty applicable to a benefit corporation or any of its directors under this article:
(1) must be brought in a derivative proceeding pursuant to Division D of Article 7 of this chapter; and
(2) may be brought only by a stockholder of the benefit corporation that at the time of the act or omission complained of either individually, or together with other stockholders bringing such action collectively, owned directly or indirectly at least five percent of a class of the corporation's outstanding stock or, in the case of a corporation with stock traded on an organized market as described in Section 10A-2A-13.02(b)(1)(i), either that percentage of shares of stock or shares of stock with a market value of at least $5 million at the time the proceeding is commenced.
(c) A suit under subsection (b) may not be maintained if, during the pendency of the suit, the stockholder individually fails, or the stockholders collectively fail, to continue to own directly or indirectly the lesser of (i) the number of shares of stock at the time the proceeding is commenced, (ii) a number of shares of stock representing five percent of a class of the corporation's stock, or (iii) a number of shares of stock with a market value of at least $5 million.
(Act 2020-73, §8.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 18 - Transition Provisions. › Section 10A-2A-18.01 - Application to Existing Corporations.

Section 10A-2A-18.01
Application to existing corporations.
(a) Before January 1, 2021, this chapter governs only:
(1) a corporation incorporated on or after January 1, 2020; and
(2) a corporation incorporated before January 1, 2020, which elects, by amending or restating that corporation's certificate of incorporation, to be governed by this chapter.
(b) On and after January 1, 2021, this chapter governs all existing corporations incorporated under:
(1) any general or special law of this state providing for the incorporation of corporations for a purpose or purposes for which a corporation might be incorporated under this chapter, where the power has been reserved to amend, repeal, or modify the law under which the corporation was incorporated; and
(2) any predecessor statute hereto.
(c) For purposes of applying this chapter to a corporation incorporated before January 1, 2020:
(1) the corporation's incorporation document, whether a certificate of incorporation, certificate of formation, charter, or articles of incorporation is deemed to be the corporation's certificate of incorporation;
(2) the corporation's bylaws are deemed to be the corporation's bylaws;
(3) any amendment or restatement of a corporation's certificate of incorporation or bylaws on or after January 1, 2020, shall conform with this chapter; and
(4) all filing instruments to be delivered for filing by or on behalf of a corporation on or after January 1, 2020, shall conform with this chapter and shall be delivered for filing to the filing officer in accordance with Article 4, commencing with Section 10A-1-4.01, of Chapter 1.
(d) No corporation may be incorporated after December 31, 2019, pursuant to Sections 10A-2-1.01 to 10A-2-17.02, inclusive.
(Act 2019-94, §1; §10A-2A-17.01; amended and renumbered by Act 2020-73, §9.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 18 - Transition Provisions. › Section 10A-2A-18.02 - Application to Existing Foreign Corporations.

Section 10A-2A-18.02
Application to existing foreign corporations.
A foreign corporation registered or authorized to transact business in this state on January 1, 2020, is subject to this chapter and is deemed to be registered to transact business in this state, and is not required to renew its registration to transact business under Article 7, commencing with Section 10A-1-7.01, of Chapter 1, except as Article 7, commencing with Section 10A-1-7.01, of Chapter 1 requires.
(Act 2019-94, §1; §10A-2A-17.02; amended and renumbered by Act 2020-73, §9.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 18 - Transition Provisions. › Section 10A-2A-18.03 - Saving Provisions.

Section 10A-2A-18.03
Saving provisions.
(a) Except as provided in subsection (b), the repeal of a statute by this chapter does not affect:
(1) the operation of the statute or any action taken under it before its repeal;
(2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
(3) any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or
(4) any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.
(b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment, if not already imposed, shall be imposed in accordance with this chapter.
(Act 2019-94, §1; §10A-2A-17.03; renumbered by Act 2020-73, §9.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 18 - Transition Provisions. › Section 10A-2A-18.04 - Severability.

Section 10A-2A-18.04
Severability.
If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
(Act 2019-94, §1; §10A-2A-17.04; renumbered by Act 2020-73, §9.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 18 - Transition Provisions. › Section 10A-2A-18.05 - Relation to Electronic Signatures in Global and National Commerce Act.

Section 10A-2A-18.05
Relation to Electronic Signatures in Global and National Commerce Act.
This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. Section 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C. Section 7003(b).
(Act 2019-94, §1; §10A-2A-17.05; renumbered by Act 2020-73, §9.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 18 - Transition Provisions. › Section 10A-2A-18.06 - Interstate Application.

Section 10A-2A-18.06
Interstate application.
A corporation formed and existing under this chapter may conduct its business and affairs, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction.
(Act 2019-94, §1; §10A-2A-17.06; renumbered by Act 2020-73, §9.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 1 - General Provisions. › Section 10A-3-1.01 - Short Title.

Section 10A-3-1.01
Short title.
This chapter and the provisions of Chapter 1 to the extent applicable to nonprofit corporations may be cited as the "Alabama Nonprofit Corporation Law."
(Acts 1984, No. 84-290, p. 502, §1; §10-3A-1; amended and renumbered by Act 2009-513, p. 967, §168.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 1 - General Provisions. › Section 10A-3-1.02 - Definitions.

Section 10A-3-1.02
Definitions.
As used in this chapter, the following terms shall have the following meanings, respectively, unless the context otherwise requires:
(1) ARTICLES OF INCORPORATION. The original or restated articles of incorporation or articles of consolidation and all amendments thereto, including articles of merger, of a domestic or foreign nonprofit corporation. The term articles of incorporation of a nonprofit corporation constitutes its certificate of formation as defined in Chapter 1. The terms may be used interchangeably. The articles of incorporation or certificate of formation of a nonprofit corporation, together with its bylaws, constitute its governing documents as described in Chapter 1.
(2) BOARD OF DIRECTORS. The group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated. The board of directors of a nonprofit corporation is its governing authority as that term is defined in Chapter 1, unless the certificate of formation provides otherwise as provided in Section 10A-3-2.08.
(3) BYLAWS. The code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which the rules are designated. The bylaws of a nonprofit corporation, together with its articles of incorporation or certificate of formation, constitute the nonprofit corporation's governing documents as described in Chapter 1.
(4) ELECTRONIC MAIL means an electronic transmission directed to a unique electronic mail address.
(5) ELECTRONIC MAIL ADDRESS means a destination, commonly expressed as a string of characters, consisting of a unique user name or mailbox (commonly referred to as the "local part" of the address) and a reference to an internet domain (commonly referred to as the "domain part" of the address), whether or not displayed, to which electronic mail can be sent or delivered.
(6) FOREIGN NONPROFIT CORPORATION. A nonprofit corporation organized under laws other than the laws of Alabama.
(7) MEMBER. One having membership rights in a corporation in accordance with the provisions of its governing documents. A member may be a natural person, a partnership, a professional association or professional corporation, a corporation for profit or a nonprofit corporation.
(8) NONPROFIT CORPORATION. A nonprofit corporation no part of the income or profit of which is distributable to its members, directors, or officers.
(9) NONPROFIT CORPORATION or DOMESTIC NONPROFIT CORPORATION. A nonprofit corporation subject to the provisions of this chapter, except a foreign nonprofit corporation.
(10) VERIFIED. Supported by an affidavit or oath confirming the correctness, truth, or authenticity of the matter set forth therein.
(Acts 1984, No. 84-290, p. 502, §2; §10-3A-2; amended and renumbered by Act 2009-513, p. 967, §168; Act 2021-299, §3.)