HB230ENROLLED
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HB230
C459QQW-3
By Representatives Wilcox, Underwood
RFD: State Government
First Read: 27-Feb-24
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First Read: 27-Feb-24
Enrolled, An Act,
Relating to corporations; to amend Section 10A-1-7.12, Section
10A-2A-1.40, as last amended by Act 2023-503, 2023 Regular
Session, and Sections 10A-2A-1.41 and 10A-2A-16.01, Code of
Alabama 1975, and repeal Section 10A-2A-16.11, Code of Alabama
1975, to remove the requirement that corporations file an
annual report with the Secretary of State and remove any
reference to an annual report.
BE IT ENACTED BY THE LEGISLATURE OF ALABAMA:
Section 1. Section 10A-1-7.12, Section 10A-2A-1.40, as
last amended by Act 2023-503, 2023 Regular Session, and
Sections 10A-2A-1.41 and 10A-2A-16.01, Code of Alabama 1975,
are amended to read as follows:
"§10A-1-7.12
The Secretary of State may commence a proceeding under
Section 10A-1-7.13 to revoke the registration of a foreign
entity authorized to transact business in this state if:
(1) the foreign entity does not deliver its annual
report, if required by law, to the Secretary of State within
180 days after it is due;
(2)(1) the foreign entity does not pay within 180 days
after they are due any applicable privilege or corporation
share tax, qualification fee or admission tax, or interest or
penalties imposed by this title or other law;
(3)(2) the foreign entity is without a registered agent
or registered office in this state for 60 days or more;
(4)(3) the foreign entity does not file a statement of
change of registered agent or registered office with the
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change of registered agent or registered office with the
Secretary of State under Section 10A-1-5.32 within 60 days of
the change or its registered agent does not file a change of
name or change of address of the registered office with the
Secretary of State under Section 10A-1-5.33 within 60 days of
the change;
(5)(4) an organizer, governing person, or agent of the
foreign entity signed a document he or she knew was false in
any material respect with intent that the document be
delivered to the Secretary of State for filing; or
(6)(5) the Secretary of State receives a duly
authenticated certificate from the Secretary of State or other
official having custody of entity records in the state or
country under whose laws the foreign entity is formed or is
governed stating that the foreign entity has been terminated."
"§10A-2A-1.40
As used in this chapter, unless otherwise specified or
unless the context otherwise requires, the following terms
have the following meanings:
(1) AUTHORIZED STOCK means the stock of all classes and
series a corporation or foreign corporation is authorized to
issue.
(2) BENEFICIAL STOCKHOLDER means a person who owns the
beneficial interest in stock, which is either a record
stockholder or a person on whose behalf shares of stock are
registered in the name of an intermediary or nominee.
(3) CERTIFICATE OF INCORPORATION means the certificate
of incorporation described in Section 10A-2A-2.02, all
amendments to the certificate of incorporation, and any other
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amendments to the certificate of incorporation, and any other
documents permitted or required to be delivered for filing by
a corporation with the Secretary of State under this chapter
or Chapter 1 that modify, amend, supplement, restate, or
replace the certificate of incorporation. After an amendment
of the certificate of incorporation or any other document
filed under this chapter or Chapter 1 that restates the
certificate of incorporation in its entirety, the certificate
of incorporation shall not include any prior documents. When
used with respect to a corporation incorporated and existing
on December 31, 2019, under a predecessor law of this state,
the term "certificate of incorporation" means articles of
incorporation, charter, or similar incorporating document, and
all amendments and restatements to the certificate of
incorporation, charter, or similar incorporating document.
When used with respect to a foreign corporation, a nonprofit
corporation, or a foreign nonprofit corporation, the
"certificate of incorporation" of such an entity means the
document of such entity that is equivalent to the certificate
of incorporation of a corporation. The term "certificate of
incorporation" as used in this chapter is synonymous to the
term "certificate of formation" used in Chapter 1.
(4) CORPORATION, except in the phrase foreign
corporation, means an entity incorporated or existing under
this chapter.
(5) DELIVER or DELIVERY means any method of delivery
used in conventional commercial practice, including delivery
by hand, mail, commercial delivery, and, if authorized in
accordance with Section 10A-2A-1.41, by electronic
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accordance with Section 10A-2A-1.41, by electronic
transmission.
(6) DISTRIBUTION means a direct or indirect transfer of
cash or other property (except a corporation's own stock) or
incurrence of indebtedness by a corporation to or for the
benefit of its stockholders in respect of any of its stock. A
distribution may be in the form of a payment of a dividend; a
purchase, redemption, or other acquisition of stock; a
distribution of indebtedness; a distribution in liquidation;
or otherwise.
(7) DOCUMENT means a writing as defined in Chapter 1.
(8) EFFECTIVE DATE, when referring to a document
accepted for filing by the Secretary of State, means the time
and date determined in accordance with Article 4 of Chapter 1.
(9) ELECTRONIC MAIL means an electronic transmission
directed to a unique electronic mail address.
(10) ELECTRONIC MAIL ADDRESS means a destination,
commonly expressed as a string of characters, consisting of a
unique user name or mailbox (commonly referred to as the
"local part" of the address) and a reference to an internet
domain (commonly referred to as the "domain part" of the
address), whether or not displayed, to which electronic mail
can be sent or delivered.
(11) ELIGIBLE ENTITY means an unincorporated entity,
foreign unincorporated entity, nonprofit corporation, or
foreign nonprofit corporation.
(12) ELIGIBLE INTERESTS means interests or memberships.
(13) EMPLOYEE includes an officer, but not a director.
A director may accept duties that make the director also an
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A director may accept duties that make the director also an
employee.
(14) ENTITY includes corporation; foreign corporation;
nonprofit corporation; foreign nonprofit corporation; estate;
trust; unincorporated entity; foreign unincorporated entity;
and state, United States, and foreign government.
(15) EXPENSES means reasonable expenses of any kind
that are incurred in connection with a matter.
(16) FILING ENTITY means an unincorporated entity,
other than a limited liability partnership, that is of a type
that is created by filing a public organic record or is
required to file a public organic record that evidences its
creation.
(17) FOREIGN CORPORATION means a corporation
incorporated under a law other than the law of this state
which would be a corporation if incorporated under the law of
this state.
(18) FOREIGN NONPROFIT CORPORATION means a corporation
incorporated under a law other than the law of this state
which would be a nonprofit corporation if incorporated under
the law of this state.
(19) GOVERNING STATUTE means the statute governing the
internal affairs of a corporation, foreign corporation,
nonprofit corporation, foreign nonprofit corporation,
unincorporated entity, or foreign unincorporated entity.
(20) GOVERNMENTAL SUBDIVISION includes authority,
county, district, and municipality.
(21) INCLUDES and INCLUDING denote a partial definition
or a nonexclusive list.
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or a nonexclusive list.
(22) INTEREST means either or both of the following
rights under the governing statute governing an unincorporated
entity:
(i) the right to receive distributions from the entity
either in the ordinary course or upon liquidation; or
(ii) the right to receive notice or vote on issues
involving its internal affairs, other than as an agent,
assignee, proxy, or person responsible for managing its
business and affairs.
(23) INTEREST HOLDER means a person who holds of record
an interest.
(24) KNOWLEDGE is determined as follows:
(a) A person knows a fact when the person:
(1) has actual knowledge of it; or
(2) is deemed to know it under law other than this
chapter.
(b) A person has notice of a fact when the person:
(1) knows of it;
(2) receives notification of it in accordance with
Section 10A-2A-1.41;
(3) has reason to know the fact from all of the facts
known to the person at the time in question; or
(4) is deemed to have notice of the fact under
subsection (d).
(c) A person notifies another of a fact by taking steps
reasonably required to inform the other person in ordinary
course in accordance with Section 10A-2A-1.41, whether or not
the other person knows the fact.
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the other person knows the fact.
(d) A person is deemed to have notice of a
corporation's:
(1) matters included in the certificate of
incorporation upon filing;
(2) dissolution, 90 days after a certificate of
dissolution under Section 10A-2A-14.03 becomes effective;
(3) conversion, merger, or interest exchange under
Article 9 or Article 11, 90 days after a statement of
conversion, or statement of merger or interest exchange
becomes effective;
(4) conversion or merger under Article 8 of Chapter 1,
90 days after a statement of conversion or statement of merger
becomes effective; and
(5) revocation of dissolution and reinstatement, 90
days after certificate of revocation of dissolution and
reinstatement under Section 10A-2A-14.04 becomes effective.
(e) A stockholder's knowledge, notice, or receipt of a
notification of a fact relating to the corporation is not
knowledge, notice, or receipt of a notification of a fact by
the corporation solely by reason of the stockholder's capacity
as a stockholder.
(f) The date and time of the effectiveness of a notice
delivered in accordance with Section 10A-2A-1.41, is
determined by Section 10A-2A-1.41.
(25) MEANS denotes an exhaustive definition.
(26) MEMBERSHIP means the rights of a member in a
nonprofit corporation or foreign nonprofit corporation.
(27) ORGANIZATIONAL DOCUMENTS means the public organic
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(27) ORGANIZATIONAL DOCUMENTS means the public organic
record and private organizational documents of a corporation,
foreign corporation, or eligible entity.
(28) PRINCIPAL OFFICE means the office (in or out of
this state) so designated in the annual report where the
principal executive offices of a the corporation or foreign
corporation are located.
(29) PRIVATE ORGANIZATIONAL DOCUMENTS means (i) the
bylaws of a corporation, foreign corporation, nonprofit
corporation, or foreign nonprofit corporation, or (ii) the
rules, regardless of whether in writing, that govern the
internal affairs of an unincorporated entity or foreign
unincorporated entity, are binding on all its interest
holders, and are not part of its public organic record, if
any. Where private organizational documents have been amended
or restated, the term means the private organizational
documents as last amended or restated.
(30) PROCEEDING includes any civil suit and criminal,
administrative, and investigatory action.
(31) PUBLIC ORGANIC RECORD means (i) the certificate of
incorporation of a corporation, foreign corporation, nonprofit
corporation, or foreign nonprofit corporation, or (ii) the
document, if any, the filing of which is required to create an
unincorporated entity or foreign unincorporated entity, or
which creates the unincorporated entity or foreign
unincorporated entity and is required to be filed. Where a
public organic record has been amended or restated, the term
means the public organic record as last amended or restated.
(32) RECORD DATE means the date fixed for determining
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(32) RECORD DATE means the date fixed for determining
the identity of the corporation's stockholders and their
stockholdings for purposes of this chapter. Unless another
time is specified when the record date is fixed, the
determination shall be made as of the close of business at the
principal office of the corporation on the date so fixed.
(33) RECORD STOCKHOLDER means (i) the person in whose
name shares of stock are registered in the records of the
corporation, or (ii) the person identified as the beneficial
owner of stock in a beneficial ownership certificate pursuant
to Section 10A-2A-7.23 on file with the corporation to the
extent of the rights granted by such certificate.
(34) SECRETARY means the corporate officer to whom the
board of directors has delegated responsibility under Section
10A-2A-8.40(c) to maintain the minutes of the meetings of the
board of directors and of the stockholders and for
authenticating records of the corporation.
(35) STOCK EXCHANGE means a transaction pursuant to
Section 10A-2A-11.03.
(36) STOCKHOLDER means a record stockholder.
(37) STOCK means the units into which the proprietary
interests in a corporation or foreign corporation are divided.
(38) TYPE OF ENTITY means a generic form of entity: (i)
recognized at common law; or (ii) formed under a governing
statute, regardless of whether some entities formed under that
law are subject to provisions of that law that create
different categories of the form of entity.
(39) UNINCORPORATED ENTITY means an organization or
artificial legal person that either has a separate legal
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artificial legal person that either has a separate legal
existence or has the power to acquire an estate in real
property in its own name and that is not any of the following:
a corporation, foreign corporation, nonprofit corporation,
foreign nonprofit corporation, a series of a limited liability
company or of another type of entity, an estate, a trust, a
state, United States, or foreign government. The term includes
a general partnership, limited liability company, limited
partnership, business trust, joint stock association, and
unincorporated nonprofit association.
(40) UNITED STATES includes any district, authority,
bureau, commission, department, and any other agency of the
United States.
(41) UNRESTRICTED VOTING TRUST BENEFICIAL OWNER means,
with respect to any stockholder rights, a voting trust
beneficial owner whose entitlement to exercise the stockholder
right in question is not inconsistent with the voting trust
agreement.
(42) VOTING GROUP means all stock of one or more
classes or series that under the certificate of incorporation
or this chapter are entitled to vote and be counted together
collectively on a matter at a meeting of stockholders. All
stock entitled by the certificate of incorporation or this
chapter to vote generally on the matter is for that purpose a
single voting group.
(43) VOTING POWER means the current power to vote in
the election of directors.
(44) VOTING TRUST BENEFICIAL OWNER means an owner of a
beneficial interest in stock of the corporation held in a
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beneficial interest in stock of the corporation held in a
voting trust established pursuant to Section 10A-2A-7.30(a)."
"§10A-2A-1.41
(a) A notice under this chapter must be in writing
unless oral notice is reasonable in the circumstances. Unless
otherwise agreed between the sender and the recipient, words
in a notice or other communication under this chapter must be
in English.
(b) A notice or other communication may be given by any
method of delivery, except that notice or other communication
by electronic transmission must be in accordance with this
section. If the methods of delivery are impracticable, a
notice or other communication from the corporation may be
given by means of a broad non-exclusionary distribution to the
public (which may include a newspaper of general circulation
in the area where published; radio, television, or other form
of public broadcast communication; or other methods of
distribution that the corporation has previously identified to
its stockholders).
(c) A notice or other communication to a corporation or
to a foreign corporation registered to transact business in
this state may be delivered to the corporation's registered
agent at its registered office or to the secretary at the
corporation's principal office shown in its most recent annual
report or, in the case of a foreign corporation that has not
yet delivered an annual report , in its foreign registration
under Chapter 1.
(d) A notice or other communications from the
corporation to a stockholder may be delivered by electronic
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corporation to a stockholder may be delivered by electronic
mail to the electronic mail address for that stockholder
required to be included in the record of stockholders
maintained pursuant to Section 10A-2A-16.01(d), unless that
stockholder has previously notified the corporation in writing
that the stockholder objects to receiving notices and other
communications by electronic mail. Any notice or communication
may be delivered by another form of electronic transmission if
consented to by the stockholder or if authorized by subsection
(j). Any notice or other communication from the corporation to
any other person may be delivered by electronic transmission
if consented to by the recipient or if authorized by
subsection (j). Any consent given under this subsection or
subsection (j) may be revoked with respect to future notices
or communications by the person who consented by written
notice to the person to whom the consent was delivered.
(e) A notice or other communication may no longer be
delivered to an electronic mail address or other electronic
transmission address pursuant to subsection (d) if (i) the
corporation receives notice from the information processing
system into which the notice or other communication was
entered that two consecutive notices or other communications
given by electronic transmissions have not been delivered to
the electronic mail address or other electronic transmission
address to which the notice or other communication was
directed, and (ii) the notice of non-delivery becomes known to
the secretary or an assistant secretary or to the transfer
agent, or another person responsible for the giving of notices
or other communications for the corporation; provided,
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or other communications for the corporation; provided,
however, the inadvertent failure to recognize the notice of
non-delivery as a cessation of authority to provide a
stockholder with notice by electronic mail or other electronic
transmission shall not invalidate any meeting or other action.
(f) Unless otherwise agreed between the sender and the
recipient, a notice or other communication by electronic
transmission is received when:
(1) it enters an information processing system directed
to (i) in the case of a stockholder, the electronic mail
address for the stockholder required to be included in the
record of stockholders maintained pursuant to Section
10A-2A-16.01(d) or other electronic transmission address at
which the stockholder has consented to receive notice or other
communications by electronic transmission, or (ii) in the case
of any other recipient, the electronic transmission address at
which the recipient has consented to receive notice or other
communications by electronic transmission; and
(2) it is in a form capable of being processed by that
system.
(g) Receipt of an electronic acknowledgement from an
information processing system described in subsection (f)(1)
establishes that an electronic transmission was received but,
by itself, does not establish that the content sent
corresponds to the content received.
(h) An electronic transmission is received under this
section even if no person is aware of its receipt.
(i) A notice or other communication, if in a
comprehensible form or manner, is effective at the earliest of
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comprehensible form or manner, is effective at the earliest of
the following:
(1) if in a physical form, the earliest of when it is
actually received, or when it is left at:
(i) a stockholder's address included in the record of
stockholders maintained pursuant to Section 10A-2A-16.01(d);
(ii) a director's residence or usual place of business;
or
(iii) the corporation's principal office;
(2) if mailed by United States mail postage prepaid and
addressed to a stockholder at the stockholder's address
included in the record of stockholders maintained pursuant to
Section 10A-2A-16.01(d), upon deposit in the mail;
(3) if mailed by United States mail postage prepaid and
addressed to a recipient other than a stockholder at the
address included in the corporation's records, the earliest of
when it is actually received, or:
(i) if sent by registered or certified mail, return
receipt requested, the date shown on the return receipt signed
by or on behalf of the addressee; or
(ii) five days after it is deposited in the United
States mail;
(4) if sent by a nationally recognized commercial
carrier that issues a receipt or other confirmation of
delivery, the earliest of when it is actually received or the
date shown on the receipt or other confirmation of delivery
issued by the commercial carrier;
(5) if an electronic transmission, when it is received
as provided in subsection (f); and
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as provided in subsection (f); and
(6) if oral, when communicated.
(j) A notice or other communication may be in the form
of an electronic transmission that cannot be directly
reproduced in paper form by the recipient through an automated
process used in conventional commercial practice only if (i)
the electronic transmission is otherwise retrievable in
perceivable form, and (ii) the sender and the recipient have
consented in writing to the use of such form of electronic
transmission.
(k) If this chapter prescribes requirements for notices
or other communications in particular circumstances, those
requirements govern. If the certificate of incorporation or
bylaws prescribe requirements for notices or other
communications, not inconsistent with this section or other
provisions of this chapter, those requirements govern. The
certificate of incorporation or bylaws may authorize or
require delivery of notices of meetings of directors by
electronic transmission.
(l) In the event that any provisions of this chapter
are deemed to modify, limit, or supersede the federal
Electronic Signatures in Global and National Commerce Act, 15
U.S.C. §§7001 et seq., the provisions of this chapter shall
control to the maximum extent permitted by Section 102(a)(2)
of that federal act.
(m) Whenever a notice or communication would otherwise
be required to be given under this chapter to a stockholder,
the notice or communication need not be given if the
corporation is not permitted to deliver the notice or
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corporation is not permitted to deliver the notice or
communication by electronic transmission pursuant to
subsections (d) and (e) and:
(1) notices and communications to stockholders of two
consecutive annual meetings, and all notices and
communications of meetings during the period between those two
consecutive annual meetings, have been sent to that
stockholder at that stockholder's address included in the
record of stockholders maintained pursuant to Section
10A-2A-16.01(d) and have been returned undeliverable or could
not be delivered; or
(2) all, but not less than two, distributions to
stockholders during a 12-month period, or two consecutive
distributions to stockholders during a period of more than 12
months, have been sent to that stockholder at that
stockholder's address included in the record of stockholders
maintained pursuant to Section 10A-2A-16.01(d) and have been
returned undeliverable or could not be delivered; or
(3) no address has been provided to the corporation by
or on behalf of a stockholder and the corporation has not
otherwise obtained an address for that stockholder it believes
to be reliable.
In addition, if any stockholder to which this
subsection (m) applies delivers to the corporation a written
notice or communication setting forth that stockholder's
then-current address, the requirement that notice and
communication be given to that stockholder shall be
reinstated.
(n) Whenever a notice or communication is required to
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(n) Whenever a notice or communication is required to
be given, under this chapter or the certificate of
incorporation or bylaws of any corporation, to any person with
whom notice to or communication with is unlawful, the giving
of the notice or communication to that person shall not be
required and there shall be no duty to apply to any
governmental authority or agency for a license or permit to
give the notice or communication to that person. Any action or
meeting which shall be taken or held without notice or
communication to the person with whom notice to or
communication with is unlawful shall have the same force and
effect as if the notice or communication had been duly given.
In the event that the action taken by the corporation is such
as to require the filing of a certificate or other filing
instrument under any other sections of this chapter, the
certificate or other filing instrument shall state, if that is
the fact and if notice or communication is required, that
notice or communication was given to all persons entitled to
receive notice or communication except those persons with whom
notice to or communication with is unlawful."
"§10A-2A-16.01
(a) A corporation shall maintain the following records:
(1) its certificate of incorporation as currently in
effect;
(2) any notices to stockholders referred to in Section
10A-2A-1.20(c)(5) specifying facts on which a filed document
is dependent if those facts are not included in the
certificate of incorporation or otherwise available as
specified in Section 10A-2A-1.20(c)(5);
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specified in Section 10A-2A-1.20(c)(5);
(3) its bylaws as currently in effect;
(4) all written communications within the past three
years to stockholders generally;
(5) minutes of all meetings of, and records of all
actions taken without a meeting by, its stockholders, its
board of directors, and board committees established under
Section 10A-2A-8.25; and
(6) a list of the names and business addresses of its
current directors and officers ; and
(7) its most recent annual report delivered to the
Secretary of State under Section 10A-2A-16.11 .
(b) A corporation shall maintain all annual financial
statements prepared for the corporation for its last three
fiscal years (or any shorter period of existence) and any
audit or other reports with respect to those financial
statements.
(c) A corporation shall maintain accounting records in
a form that permits preparation of its financial statements.
(d) A corporation shall maintain a record of its
current stockholders in alphabetical order by class or series
of stock showing the address of each stockholder to which
notices and other communications from the corporation are to
be sent, and which shall include the number and class or
series of stock held by each stockholder. In addition, if a
stockholder has provided an electronic mail address to the
corporation or has consented to receive notices or other
communications by electronic mail or other electronic
transmission, the record of stockholders shall include the
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transmission, the record of stockholders shall include the
electronic mail or other electronic transmission address of
the stockholder if notices or other communications are being
delivered by the corporation to the stockholder at that
electronic mail or other electronic transmission address
pursuant to Section 10A-2A-1.41(d). An electronic mail address
of a stockholder shall be deemed to be provided by a
stockholder if it is contained in a communication to the
corporation by or on behalf of the stockholder, unless the
communication expressly indicates that the electronic mail
address may not be used to deliver notices or other
communications.
(e) A corporation shall maintain the records specified
in this section in a manner so that they may be made available
for inspection within a reasonable time."
Section 2. Section 10A-2A-16.11 of the Code of Alabama
1975, requiring each corporation, including foreign
corporations authorized to transact business in this state, to
file an annual report with the Secretary of State, is
repealed.
Section 3. This act shall become effective on October
1, 2024.
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1, 2024.
________________________________________________
Speaker of the House of Representatives
________________________________________________
President and Presiding Officer of the Senate
House of Representatives
I hereby certify that the within Act originated in and
was passed by the House 19-Mar-24,as amended.
John Treadwell
Clerk
Senate 25-Apr-24 Passed
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