Alabama § 10A-2A-10.09 Effect of Amendment

Alabama Statutes

§ 10A-2A-10.09 — Effect of Amendment

Alabama § 10A-2A-10.09

JurisdictionAlabama

Title 10AAlabama Business and Nonprofit Entities Code

Ch. 2AAlabama Business Corporation Law

Art. 10Amendment of Certificate of Incorporation and Bylaws

Div. AAmendment of Certificate of Incorporation

This text of Alabama § 10A-2A-10.09 (Effect of Amendment) is published on Counsel Stack Legal Research, covering Alabama primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ala. Code § 10A-2A-10.09 (2026).

Text

(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 stockholde

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(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.