2020 Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 2A
Article 10 - Amendment of Certificate of Incorporation and Bylaws.
Division A - Amendment of Certificate of Incorporation.
Section 10A-2A-10.08 - Amendment Pursuant to Reorganization.

Universal Citation: AL Code § 10A-2A-10.08 (2020)

Section 10A-2A-10.08

Amendment pursuant to reorganization.

Notwithstanding Division B of Article 3 of Chapter 1:

(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; and

(5) a statement that the court had jurisdiction of the proceeding under federal statute.

(c) Stockholders of a corporation undergoing reorganization do not have dissenters' 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.

(Act 2019-94, §1.)

Disclaimer: These codes may not be the most recent version. Alabama may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.