§ 10A-2A-10.08 — Amendment Pursuant to Reorganization

Alabama § 10A-2A-10.08

• Jurisdiction: Alabama
• Title 10A: Alabama Business and Nonprofit Entities Code
• Ch. 2A: Alabama Business Corporation Law
• Art. 10: Amendment of Certificate of Incorporation and Bylaws
• Div. A: Amendment of Certificate of Incorporation

Text

(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.

Legislative History

(Act 2019-94, §1; Act 2021-299, §3; Act 2023-503, §3; Act 2024-413, §1.)