2019 Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 2 - Business Corporations.
Article 11 - Merger and Share Exchange.
Section 10A-2-11.02 - Share exchange.
(a) Subject to the limitations of the Constitution of Alabama of 1901, as it may be amended from time to time, a corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts and, if required by Section 10A-2-11.03, the shareholders of each corporation approve the exchange.
(b) The plan of exchange shall set forth all of the following:
(1) The name of the corporation whose shares will be acquired and the name of the acquiring corporation.
(2) The terms and conditions of the exchange.
(3) The manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or other property in whole or part.
(c) The plan of exchange may set forth other provisions relating to the exchange.
(d) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-11.02; amended and renumbered by Act 2009-513, p. 967, §133; Act 2012-563, p. 1675, §1.)
