2022 Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 2A - Alabama Business Corporation Law.
Article 10 - Amendment of Certificate of Incorporation and Bylaws.
Division A - Amendment of Certificate of Incorporation.
Section 10A-2A-10.06 - Certificate of Amendment.

Universal Citation: AL Code § 10A-2A-10.06 (2022)

Section 10A-2A-10.06

Certificate of amendment.

Division B of Article 3 of Chapter 1 shall not apply to this chapter. Instead:

(a) After an amendment to the certificate of incorporation has been adopted and approved in the manner required by this chapter and by the certificate of incorporation, the corporation shall deliver to the Secretary of State for filing a certificate of amendment, which must set forth:

(1) the name of the corporation;

(2) the text of each amendment adopted, or the information required by Section 10A-2A-1.20(c)(5);

(3) if an amendment provides for an exchange, reclassification, or cancellation of issued stock, provisions for implementing the amendment if not contained in the amendment itself, (which may be made dependent upon facts objectively ascertainable outside the certificate of amendment in accordance with Section 10A-2A-1.20(c)(5));

(4) the date of each amendment's adoption;

(5) if an amendment:

(i) was adopted by the incorporators or board of directors without stockholder approval, a statement that the amendment was duly adopted by the incorporators or by the board of directors, as the case may be, and that stockholder approval was not required;

(ii) required approval by the stockholders, a statement that the amendment was duly approved by the stockholders in the manner required by this chapter and by the certificate of incorporation; or

(iii) is being filed pursuant to Section 10A-2A-1.20(c)(5), a statement to that effect; and

(6) the unique identifying number or other designation as assigned by the Secretary of State.

(b) A certificate of amendment shall take effect at the effective date determined in accordance with Article 4 of Chapter 1.

(Act 2019-94, §1; Act 2021-299, §3.)

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