 |
|
ALABAMA LEGAL INFORMATION
Forming a Corporation--Law and Links
Link to the Alabama Nonprofit Corporate Statutes online.
Corporate Division of the Alabama Secretary of State's office.
Reservation of Corporate Name, Alabama Secretary of State's office.
Alabama Secretary of State's office--download page for Articles of Incorporation
Filing Fee: Articles of Incorporation--$50 / Probate Judge Fee--$35 / Name Reservation--$10.
Brought to you by MedLawPlus.comŽ --
Online automated form: Corporate Bylaws and Relate Board Resolutions Price: $14.99 (free trial) 
Selected Alabama Corporate Statutes
- Section 10-2B-4.01. Corporate name.
(a) A corporate name:
- Must contain, in the case of any corporation organized after January 1, 1981, or any other corporation that amends its articles of incorporation to change its name, the word "corporation," or "incorporated," or an abbreviation of one of such words, or if a banking corporation the words "bank," "banking," or "bankers"; and
- May not contain, in the case of any corporation organized after January 1, 1981, or any other corporation that amends its articles of incorporation to change its name, language stating or implying that the corporation is organized for a purpose other than that permitted by its articles of incorporation.
(b) Except as authorized by subsections (c) and (d), a corporate name shall not be the same as, or deceptively similar to:
- The corporate name of a corporation incorporated or authorized to transact business in this state;
- A corporate name reserved or registered under Section 10-2B-4.02 or 10-2B-4.03; or
- The fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable.
* * *
- May have a single incorporator. Section 10-2B-2.01.
- The articles of incorporation must set forth, among other things, the names and addresses of the individuals who are to serve as the initial directors; and the purpose or purposes for which the corporation is organized, which may be stated to be or to include the transaction of any or all lawful business for which corporations may be incorporated under this chapter. Section 10-2B-2.02.
- Section 10-2B-2.04. Liability for preincorporation transaction. Any person purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, is liable for all liabilities created by so acting.
- Section 10-2B-2.05. Organization of corporation.
(a) After incorporation the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws (unless the power to adopt initial bylaws has been reserved to the shareholders in the articles of incorporation), and carrying on any other business brought before the meeting.
(b) An organization meeting may be held in or out of this state.
- Section 10-2B-2.06. Bylaws.
(a) The board of directors of a corporation shall adopt initial bylaws for the corporation unless the right to adopt the initial bylaws is reserved to the shareholders in the articles of incorporation.
(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
- Section 10-2B-5.01. Registered office and registered agent. Each corporation must continuously maintain in this state:
(1) A registered office that may be the same as any of its places of business; and
(2) A registered agent, who may be:
- An individual who resides in this state and whose business office is identical with the registered office;
- A domestic corporation or nonprofit domestic corporation whose business office is identical with the registered office; or
- A foreign corporation authorized to transact business in this state or nonprofit foreign corporation authorized to conduct affairs in this state whose business office is identical with the registered office.
- Section 10-2B-6.20. Subscription for shares before incorporation.
(a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.
(b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may terminate the agreement and may sell the shares if the debt remains unpaid more than 10 days after the corporation sends written demand for payment to the subscriber.
(e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to Section 10-2B-6.21.
- Section 10-2B-6.21. Issuance of shares.
(a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.
(b) The board of directors may authorize shares to be issued for consideration consisting of money, labor done or property actually received.
(c) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received before issuance for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.
(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid, and nonassessable.
- Section 10-2B-6.22. Liability of shareholders and subscribers.
(a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (Section 10-2B-6.21) or specified in the subscription agreement (Section 10-2B-6.20).
(b) Neither a subscriber nor a shareholder of a corporation is personally liable for the acts or debts of the corporation.
(c) A corporation may have a lien on the shares of its shareholders for any debt or liability incurred to it by such shareholders before notice or transfer of or levy on such shares, if the right to such a lien is provided for in the articles of incorporation and is recited conspicuously on its certificates for shares of stock.
- Section 10-2B-6.27. Restriction on transfer of shares and other securities.
(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder including an executor, administrator, trustee, guardian, conservator or other fiduciary entrusted with like responsibility for the person or estate of the holder, provided the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by Section 10-2B-6.26(b). Even if not so noted, a restriction is enforceable against a person with actual knowledge of the restriction.
(c) A restriction on the transfer or registration of transfer of shares is authorized:
- To maintain the corporation's status when it is dependent on the number or identity of its shareholders; or
- To preserve exemptions under federal or state securities law; or
- For any other reasonable purpose.
(d) A restriction on the transfer or registration of transfer of shares may include, but shall not be limited to, a restriction that:
- Obligates the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;
- Obligates the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;
- Requires the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable;
- Prohibits the transfer or registration of the restricted shares to or in the name of designated persons or classes of persons, if the prohibition is not manifestly unreasonable; or
- Requires the corporation to refuse to transfer the shares.
(e) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
- Section 10-2B-7.01. Annual meeting.
(a) A corporation shall hold a meeting of shareholders annually at a time stated or fixed in accordance with the bylaws.
(b) Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.
(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
- Section 10-2B-7.04. Action without meeting.
(a) Except as provided in the articles of incorporation, action required or permitted by the Constitution of Alabama of 1901 or by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) If not otherwise fixed under Section 10-2B-7.03 or 10-2B-7.07, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under subsection (a).
(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
- Section 10-2B-7.05. Notice of meeting.
(a) A corporation, or, in the case of a special meeting called pursuant to Section 10-2B-7.02(a)(3), the persons calling the meeting, shall notify shareholders in writing of the date, time, and place of each annual and special shareholders' meeting no fewer than 10 nor more than 60 days before the meeting date. Unless this chapter or the articles of incorporation require otherwise, the corporation, or other persons calling the meeting, are required to give notice only to shareholders entitled to vote at the meeting. Notwithstanding the provisions of this section or any other provisions of this chapter, the stock or bonded indebtedness of a corporation shall not be increased at a meeting unless notice of such meeting shall have been given as may be required by Section 234 of the Constitution of Alabama of 1901 as the same may be amended from time to time.
(b) Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not include a statement of the purpose or purposes for which the meeting is called.
(c) Notice of a special meeting must include a statement of the purpose or purposes for which the meeting is called.
- Section 10-2B-7.06. Waiver of notice.
(a) A shareholder may waive any notice required by the Constitution of Alabama of 1901, this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) A shareholder's attendance at a meeting:
- Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting;
- Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter before action is taken on the matter.
- Section 10-2B-7.25. Quorum and voting requirements for voting groups.
(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter, but in no event shall a quorum consist of less than one-third of the votes entitled to be cast on the matter by the voting group.
(b) Once a share is represented for any purpose at a meeting, it is, unless established to the contrary, presumed present for quorum purposes for the remainder of the meeting.
(c) If a quorum is present when a vote is taken, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Constitution of Alabama of 1901 as the same may be amended from time to time, the articles of incorporation, or this chapter require a greater number of affirmative votes.
(d) An amendment of articles of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) is governed by Section 10-2B-7.27.
- Section 10-2B-7.28. Voting for directors; cumulative voting.
(a) Unless otherwise provided in the articles of incorporation, directors are elected by a majority of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present when the vote is taken.
(b) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.
- The board of directors may consist of one director. After the initial board, directors are elected at the annual meeting of shareholders. Section 10-2B-8.03.
- Section 10-2B-8.08. Removal of directors by shareholders.
(a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.
(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him or her.
(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him or her under cumulative voting is voted against his or her removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him or her exceeds the number of votes cast not to remove him or her.
(d) A director may be removed by the shareholders only at a meeting called for the purpose of removing him or her and the meeting notice must state that the purpose, or one of the purposes, of the meeting is the removal of the director.
- The board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. Section 10-2B-8.20.
- Section 10-2B-8.21. Action without meeting. (a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.
- Section 10-2B-8.22. Notice of meeting.
(a) Regular meetings of the board of directors may be held with or without notice as prescribed in the bylaws.
(b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
- Section 10-2B-10.20. Amendment by board of directors or shareholders.
(a) A corporation's board of directors may amend or repeal the corporation's bylaws unless:
- The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or part; or
- The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.
(b) A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors.
Library of Informational Legal Articles
DISCLAIMER
The above is provided for informational purposes only and is NOT to be relied upon as legal advice. This service is not a substitute for the advice of an attorney and we encourage users to have all documents created on our site reviewed by an attorney. No attorney-client relationship is established by use of our online legal forms system and the user is not to rely upon any information found anywhere on our site. THESE FORMS ARE SOLD ON AN "AS IS" BASIS WITH NO WARRANTIES OR GUARANTIES. If you wish personal assistance in deciding whether the document found on our site is right for you or desire representations and warranties upon the legality of the document you are purchasing in the jurisdiction you will be using it, contact an attorney licensed to practice law in your state.
|
 |
|
