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Alabama · Through Act 2026-611

Ala. Code § 10A-2A-10.08: Amendment Pursuant to Reorganization.

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Where this section sits in the code
  1. Title 10A Alabama Business and Nonprofit Entities Code.
  2. Chapter 2A Alabama Business Corporation Law.
  3. Article 10 Amendment of Certificate of Incorporation and Bylaws.
  4. Division A Amendment of Certificate of Incorporation.

(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 appraisal 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.

Collected 2026-09-03T14:01:53Z. Source file · JSON

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