Transition Provisions.

Ala. Code tit. 10A, ch. 2A, art. 18

in effect

Ala. Code § 10A-2A-18.01 Application to Existing Corporations.

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.)

Ala. Code § 10A-2A-18.02 Application to Existing Foreign Corporations.

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.)

Ala. Code § 10A-2A-18.03 Saving Provisions.

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.)

Ala. Code § 10A-2A-18.04 Severability.

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.)

Ala. Code § 10A-2A-18.05 Relation to Electronic Signatures in Global and National Commerce Act.

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.)

Ala. Code § 10A-2A-18.06 Interstate Application.

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.)

Source: Alabama Legislature (alison.legislature.state.al.us)URL: https://alison.legislature.state.al.us/code-of-alabamaFetched: 10/20/2026