§ 10A-30-2.04 — Voluntary Termination of Close Corporation Status by Amendment of Certificate of Formation; Vote Required; Applicable to Corporations Formed as Close Corporations or Electing Close Corporation Status Prior to January 1, 1995

Alabama § 10A-30-2.04

• Jurisdiction: Alabama
• Title 10A: Alabama Business and Nonprofit Entities Code
• Ch. 30: Provisions Applicable to Exisiting Entities of a Type That May No Longer Be Formed:unincorporated Professional Associations and Close Corporations
• Art. 2: Close Corporations

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(a) A corporation may voluntarily terminate its status as a close corporation and cease to be subject to this article by amending its certificate of formation to delete therefrom the additional provisions required or permitted by Section 10A-30-2.02 to be stated in the certificate of formation of close corporations except such provisions as are permitted by the Alabama Business Corporation Law which the corporation chooses to retain. Any such amendment shall be adopted and shall become effective in accordance with the Alabama Business Corporation Law, except that it must be approved by a vote of the holders of record of at least one-third of the shares of each class of stock of the corporation which are outstanding.
(b) The certificate of formation of a close corporation may provide that on any amendment to terminate its status as a close corporation, a vote greater than one-third or a vote of all shares of any class shall be required; and if the certificate of incorporation contains such a provision, that provision shall not be amended, repealed, or modified by any vote less than that required to terminate the corporation’s status as a close corporation.

Legislative History

(Acts 1980, No. 80-633, p. 1094, §165; §10-2A-304; amended and renumbered by Act 2009-513, p. 967, §374; Act 2019-94, §2.)