Alabama · Through Act 2026-611

Ala. Code § 10A-2A-6.31: Corporation’s Acquisition of Its Own Stock.

(a) A corporation may acquire its own stock, and, the stock so acquired shall constitute authorized but unissued stock, provided, however, that:
(1) the certificate of incorporation may provide that the acquired stock shall constitute authorized, issued, but not outstanding stock;
(2) the certificate of incorporation may prohibit the reissue of the acquired stock, in which case the number of authorized shares of stock is reduced by the number of shares of stock acquired ; or
(3) if the certificate of incorporation does not (i) provide that the acquired stock shall constitute authorized but unissued stock, (ii) prohibit the reissuance of the acquired stock, or (iii) provide that the acquired stock shall constitute authorized, issued, but not outstanding stock, then the board of directors may determine, at or prior to the time of the acquisition, that the acquired stock will constitute authorized, issued, but not outstanding stock.
(b) If the board of directors has determined that any acquired stock was to be authorized, issued, but not outstanding in accordance with subsection (a)(3), then the board of directors may thereafter determine that the acquired stock shall be converted to stock that is authorized but not issued.

Where this section sits in the code

Title 10A Alabama Business and Nonprofit Entities Code.
Chapter 2A Alabama Business Corporation Law.
Article 6 Stock and Distributions.
Division C Subsequent Acquisition of Stock by Stockholders and Corporation.

(a) A corporation may acquire its own stock, and, the stock so acquired shall constitute authorized but unissued stock, provided, however, that:

(1) the certificate of incorporation may provide that the acquired stock shall constitute authorized, issued, but not outstanding stock;

(2) the certificate of incorporation may prohibit the reissue of the acquired stock, in which case the number of authorized shares of stock is reduced by the number of shares of stock acquired ; or

(3) if the certificate of incorporation does not (i) provide that the acquired stock shall constitute authorized but unissued stock, (ii) prohibit the reissuance of the acquired stock, or (iii) provide that the acquired stock shall constitute authorized, issued, but not outstanding stock, then the board of directors may determine, at or prior to the time of the acquisition, that the acquired stock will constitute authorized, issued, but not outstanding stock.

(b) If the board of directors has determined that any acquired stock was to be authorized, issued, but not outstanding in accordance with subsection (a)(3), then the board of directors may thereafter determine that the acquired stock shall be converted to stock that is authorized but not issued.

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

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