2022 Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 2A - Alabama Business Corporation Law.
Article 18 - Transition Provisions.
Section 10A-2A-18.01 - Application to Existing Corporations.

Universal Citation: AL Code § 10A-2A-18.01 (2022)

Section 10A-2A-18.01

Application to existing corporations.

(a) Before January 1, 2021, this chapter governs only:

(1) a corporation incorporated on or after January 1, 2020; and

(2) a corporation incorporated before January 1, 2020, which elects, by amending or restating that corporation's certificate of incorporation, to be governed by this chapter.

(b) On and after January 1, 2021, this chapter governs all existing corporations incorporated under:

(1) any general or special law of this state providing for the incorporation of corporations for a purpose or purposes for which a corporation might be incorporated under this chapter, where the power has been reserved to amend, repeal, or modify the law under which the corporation was incorporated; and

(2) any predecessor statute hereto.

(c) For purposes of applying this chapter to a corporation incorporated before January 1, 2020:

(1) the corporation's incorporation document, whether a certificate of incorporation, certificate of formation, charter, or articles of incorporation is deemed to be the corporation's certificate of incorporation;

(2) the corporation's bylaws are deemed to be the corporation's bylaws;

(3) any amendment or restatement of a corporation's certificate of incorporation or bylaws on or after January 1, 2020, shall conform with this chapter; and

(4) all filing instruments to be delivered for filing by or on behalf of a corporation on or after January 1, 2020, shall conform with this chapter and shall be delivered for filing to the filing officer in accordance with Article 4, commencing with Section 10A-1-4.01, of Chapter 1.

(d) No corporation may be incorporated after December 31, 2019, pursuant to Sections 10A-2-1.01 to 10A-2-17.02, inclusive.

(Act 2019-94, §1; §10A-2A-17.01; amended and renumbered by Act 2020-73, §9.)

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