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-10.08 - Amendment Pursuant to Reorganization.
Amendment pursuant to reorganization.
Division B of Article 3 of Chapter 1 shall not apply to this chapter. Instead:
(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;
(5) a statement that the court had jurisdiction of the proceeding under federal statute; and
(6) the unique identifying number or other designation as assigned by the Secretary of State.
(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; Act 2021-299, §3.)