Ala. Code § 10A-2A-10.00 Applicability of Chapter 1.
10A-2A-10.00. Applicability of Chapter 1.
Division B of Article 3 of Chapter 1 shall not apply to this chapter.
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(Act 2023-503, §4.)
Amendment of Certificate of Incorporation.
Ala. Code tit. 10A, ch. 2A, art. 10, div. A
in effectAla. Code § 10A-2A-10.01 Authority to Amend.
10A-2A-10.01. Authority to Amend.
(a) A corporation may amend its certificate of incorporation at any time to add or change a provision that is required or permitted in the certificate of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the certificate of incorporation. Whether a provision is required or permitted in the certificate of incorporation is determined as of the effective date of the amendment.
(b) A stockholder of the corporation does not have a vested property right resulting from any provision in the certificate of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
(Act 2019-94, §1.)
Ala. Code § 10A-2A-10.02 Amendment Before Issuance of Stock.
10A-2A-10.02. Amendment Before Issuance of Stock.
If a corporation has not yet issued stock, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the corporation’s certificate of incorporation.
(Act 2019-94, §1.)
Ala. Code § 10A-2A-10.03 Amendment by Board of Directors and Stockholders.
10A-2A-10.03. Amendment by Board of Directors and Stockholders.
If a corporation has issued stock, an amendment to the certificate of incorporation shall be adopted in the following manner:
(a) The proposed amendment shall first be adopted by the board of directors.
(b) Except as provided in Sections 10A-2A-10.05, 10A-2A-10.07, and 10A-2A-10.08, the amendment shall then be approved by the stockholders. In submitting the proposed amendment to the stockholders for approval, the board of directors shall recommend that the stockholders approve the amendment, unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make a recommendation, or (ii) Section 10A-2A-8.26 applies. If either (i) or (ii) applies, the board of directors must inform the stockholders of the basis for its so proceeding.
(c) The board of directors may set conditions for the approval of the amendment by the stockholders or the effectiveness of the amendment.
(d) If the amendment is required to be approved by the stockholders, and the approval is to be given at a meeting, the corporation shall notify each stockholder, regardless of whether entitled to vote, of the meeting of stockholders at which the amendment is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the amendment. The notice must contain or be accompanied by a copy of the amendment.
(e) Unless the certificate of incorporation, or the board of directors acting pursuant to subsection (c), requires a greater vote or a greater quorum, approval of the amendment requires the approval of the stockholders at a meeting at which a quorum consisting of a majority of the votes entitled to be cast on the amendment exists, and, if any class or series of stock is entitled to vote as a separate group on the amendment, except as provided in Section 10A-2A-10.04(c), the approval of each separate voting group at a meeting at which a quorum of the voting group exists consisting of a majority of the votes entitled to be cast on the amendment by that voting group.
(f) If as a result of an amendment of the certificate of incorporation one or more stockholders of a corporation would become subject to new personal liability, approval of the amendment requires the signing in connection with the amendment, by each stockholder who will become subject to new personal liability, of a separate written consent to become subject to new personal liability, unless in the case of a stockholder that already has personal liability the terms and conditions of the new personal liability (i) are substantially identical to those of the existing personal liability, or (ii) are substantially identical to those of the existing personal liability (other than changes that eliminate or reduce existing personal liability).
(g) For purposes of subsection (f) and Section 10A-2A-10.09, “new personal liability” means personal liability of a person resulting from an amendment of the certificate of incorporation if (i) the person did not have personal liability before the amendment becomes effective, or (ii) the person had personal liability before the amendment becomes effective, the terms and conditions of which are changed when the amendment becomes effective.
(Act 2019-94, §1.)
Ala. Code § 10A-2A-10.04 Voting on Amendments by Voting Groups.
10A-2A-10.04. Voting on Amendments by Voting Groups.
(a) The holders of the outstanding stock of a class are entitled to vote as a separate voting group (if stockholder voting is otherwise required by this chapter) on a proposed amendment to the certificate of incorporation if the amendment would:
(1) effect an exchange or reclassification of all or part of the stock of the class into stock of another class;
(2) effect an exchange or reclassification, or create the right of exchange, of all or part of the stock of another class into stock of the class;
(3) change the rights, preferences, or limitations of all or part of the stock of the class;
(4) change the stock of all or part of the class into a different number of shares of stock of the same class;
(5) create a new class of stock having rights or preferences with respect to distributions that are prior or superior to the stock of the class;
(6) increase the rights, preferences, or number of authorized shares of stock of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions that are prior or superior to the stock of the class;
(7) limit or deny an existing preemptive right of all or part of the stock of the class; or
(8) cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the stock of the class.
(b) If a proposed amendment would affect a series of a class of stock in one or more of the ways described in subsection (a), the holders of stock of that series are entitled to vote as a separate voting group on the proposed amendment.
(c) If a proposed amendment that entitles the holders of two or more classes or series of stock to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the holders of stock of all the classes or series so affected shall vote together as a single voting group on the proposed amendment, unless otherwise provided in the certificate of incorporation or added as a condition by the board of directors pursuant to Section 10A-2A-10.03(c).
(d) A class or series of stock is entitled to the voting rights granted by this section even if the certificate of incorporation provides that the stock is nonvoting stock.
(Act 2019-94, §1.)
Ala. Code § 10A-2A-10.05 Amendment by Board of Directors.
10A-2A-10.05. Amendment by Board of Directors.
Unless the certificate of incorporation provides otherwise, a corporation’s board of directors may adopt amendments to the corporation’s certificate of incorporation without stockholder approval:
(a) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(b) to delete the names and addresses of the incorporators or initial directors;
(c) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State;
(d) if the corporation has only one class of stock outstanding:
(1) to change each issued and unissued authorized share of stock of the class into a greater number of whole shares of stock of that class; or
(2) to increase the number of authorized shares of stock of the class to the extent necessary to permit the issuance of stock as a stock dividend;
(e) to change the corporate name, provided that the name complies with Article 5 of Chapter 1;
(f) to reflect a reduction in authorized stock, as a result of the operation of Section 10A-2A-6.31(a)(2), when the corporation has acquired its own stock and the certificate of incorporation prohibits the reissue of the acquired stock;
(g) to delete a class of stock from the certificate of incorporation, as a result of the operation of Section 10A-2A-6.31(a)(2), when there is no remaining stock of the class because the corporation has acquired all stock of the class and the certificate of incorporation prohibits the reissue of the acquired stock; or
(h) to take actions expressly permitted by Section 10A-2A-6.02 to be made without stockholder approval.
(Act 2019-94, §1; Act 2024-413, §1.)
Ala. Code § 10A-2A-10.06 Certificate of Amendment.
10A-2A-10.06. Certificate of Amendment.
(a) After an amendment to the certificate of incorporation has been adopted and approved in the manner required by this chapter and by the certificate of incorporation, the corporation shall deliver to the Secretary of State for filing a certificate of amendment, which must set forth:
(1) the name of the corporation;
(2) the text of each amendment adopted, or the information required by Section 10A-2A-1.20(c)(5);
(3) if an amendment provides for an exchange, reclassification, or cancellation of issued stock, provisions for implementing the amendment if not contained in the amendment itself, (which may be made dependent upon facts objectively ascertainable outside the certificate of amendment in accordance with Section 10A-2A-1.20(c)(5));
(4) the date of each amendment’s adoption;
(5) if an amendment:
(i) was adopted by the incorporators or board of directors without stockholder approval, a statement that the amendment was duly adopted by the incorporators or by the board of directors, as the case may be, and that stockholder approval was not required;
(ii) required approval by the stockholders, a statement that the amendment was duly approved by the stockholders in the manner required by this chapter and by the certificate of incorporation; or
(iii) is being filed pursuant to Section 10A-2A-1.20(c)(5), a statement to that effect; and
(6) the unique identifying number or other designation as assigned by the Secretary of State.
(b) A certificate of amendment shall take effect at the effective date determined in accordance with Article 4 of Chapter 1.
(Act 2019-94, §1; Act 2021-299, §3; Act 2023-503, §3.)
Ala. Code § 10A-2A-10.07 Restated Certificate of Incorporation.
10A-2A-10.07. Restated Certificate of Incorporation.
(a) A corporation’s board of directors may restate its certificate of incorporation at any time, without stockholder approval, to consolidate all amendments into a single document. The restated certificate of incorporation may amend the certificate of incorporation with those amendments that the board of directors is permitted to adopt without stockholder approval in accordance with Sections 10A-2A-10.02 and 10A-2A-10.05. The restated certificate of incorporation may also amend the certificate of incorporation with those amendments that the stockholders must approve in accordance with Section 10A-2A-10.03.
(b) If the restated certificate of incorporation includes one or more new amendments that require stockholder approval, the amendments shall be adopted and approved as provided in Section 10A-2A-10.03.
(c) A corporation that restates its certificate of incorporation shall deliver to the Secretary of State for filing a certificate of restatement setting forth:
(1) the name of the corporation;
(2) the text of the restated certificate of incorporation;
(3) a statement that the restated certificate of incorporation consolidates all amendments into a single document;
(4) if a new amendment is included in the restated certificate of incorporation, the statements required under Section 10A-2A-10.06 with respect to the new amendment; and
(5) the unique identifying number or other designation as assigned by the Secretary of State.
(d) The duly adopted restated certificate of incorporation supersedes the original certificate of incorporation and all amendments to the certificate of incorporation.
(e) A restated certificate of incorporation may omit the information that may be deleted pursuant to Section 10A-2A-10.05.
(Act 2019-94, §1; Act 2021-299, §3; Act 2023-503, §3; Act 2024-413, §1.)
Ala. Code § 10A-2A-10.08 Amendment Pursuant to Reorganization.
10A-2A-10.08. Amendment Pursuant to Reorganization.
(a) A corporation’s certificate of incorporation may be amended without action by the board of directors or stockholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States if the certificate of incorporation after the amendment only contains provisions required or permitted by Section 10A-2A-2.02.
(b) The individual or individuals designated by the court shall deliver to the Secretary of State for filing a certificate of amendment setting forth:
(1) the name of the corporation;
(2) the text of each amendment approved by the court;
(3) the date of the court’s order or decree approving the certificate of amendment;
(4) the title of the reorganization proceeding in which the order or decree was entered;
(5) a statement that the court had jurisdiction of the proceeding under federal statute; and
(6) the unique identifying number or other designation as assigned by the Secretary of State.
(c) Stockholders of a corporation undergoing reorganization do not have appraisal rights except as and to the extent provided in the reorganization plan.
(d) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
(Act 2019-94, §1; Act 2021-299, §3; Act 2023-503, §3; Act 2024-413, §1.)
Ala. Code § 10A-2A-10.09 Effect of Amendment.
10A-2A-10.09. Effect of Amendment.
(a) An amendment to the certificate of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than the stockholders. An amendment changing a corporation’s name does not affect a proceeding brought by or against the corporation in its former name.
(b) A stockholder who becomes subject to new personal liability in respect of the corporation as a result of an amendment to the certificate of incorporation shall have that new personal liability only in respect of interest holder liabilities that arise after the amendment becomes effective.
(c) Except as otherwise provided in the certificate of incorporation of the corporation, the personal liability of a stockholder who had personal liability in respect of the corporation before the amendment becomes effective and has new personal liability after the amendment becomes effective shall be as follows:
(1) The amendment does not discharge that prior personal liability with respect to any interest holder liabilities that arose before the amendment becomes effective.
(2) The provisions of the certificate of incorporation relating to personal liability as in effect immediately prior to the amendment shall continue to apply to the collection or discharge of any interest holder liabilities preserved by subsection (c)(1), as if the amendment had not occurred.
(3) The stockholder shall have the rights of contribution from other persons as are provided by the certificate of incorporation relating to personal liability as in effect immediately prior to the amendment with respect to any interest holder liabilities preserved by subsection (c)(1), as if the amendment had not occurred.
(4) The stockholder shall not, by reason of any prior personal liability, have personal liability with respect to any interest holder liabilities that arise after the amendment becomes effective.
(Act 2019-94, §1.)
Ala. Code § 10A-2A-10.10 Effect of Filing of Restated Certificate of Incorporation.
10A-2A-10.10. Effect of Filing of Restated Certificate of Incorporation.
(a) A restated certificate of incorporation takes effect when the filing of the restated certificate of incorporation takes effect as provided by Article 4 of Chapter 1.
(b) On the date and time the restated certificate of incorporation takes effect, the original certificate of incorporation and each prior amendment or restatement of the certificate of incorporation is superseded and the restated certificate of incorporation is the effective certificate of incorporation.
(c) Section 10A-2A-10.09 applies to an amendment effected by a restated certificate of incorporation.
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(Act 2023-503, §4.)
Source: Alabama Legislature (alison.legislature.state.al.us)URL: https://alison.legislature.state.al.us/code-of-alabamaFetched: 10/20/2026