Alabama 2024 Regular Session

Alabama Senate Bill SB204 Compare Versions

Version 1 (Old)

Version 2 (New)

Old	New		Differences
1		-	~~SB204ENGROSSED~~
	1	+	SB204INTRODUCED
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3	3		SB204
4		-	S69H758-2
	4	+	S69H758-1
5	5		By Senators Sessions, Allen
6	6		RFD: Fiscal Responsibility and Economic Development
7	7		First Read: 06-Mar-24
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12		-	5 ~~SB204 Engrossed~~
	12	+	5 S69H758-1 02/26/2024 CNB (L)bm 2024-676
13	13		Page 1
14	14		First Read: 06-Mar-24
	15	+	SYNOPSIS:
	16	+	Under existing law, each corporation, including
	17	+	a foreign corporation authorized to transact business
	18	+	in this state, is required to provide an annual report
	19	+	to the Secretary of State.
	20	+	This bill would repeal the statute requiring
	21	+	corporations to provide an annual report to the
	22	+	Secretary of State.
	23	+	Under existing law, a corporation is required to
	24	+	maintain certain records, including the annual report
	25	+	that is provided to the Secretary of State.
	26	+	This bill would remove this requirement.
15	27		A BILL
16	28		TO BE ENTITLED
17	29		AN ACT
18	30		Relating to corporations; to amend Section 10A-1-7.12,
19	31		Section 10A-2A-1.40, as last amended by Act 2023-503, 2023
20	32		Regular Session, and Sections 10A-2A-1.41 and 10A-2A-16.01,
21	33		Code of Alabama 1975, and repeal Section 10A-2A-16.11, Code of
22	34		Alabama 1975, to remove the requirement that corporations file
23	35		an annual report with the Secretary of State and remove any
24	36		reference to an annual report.
25		-	BE IT ENACTED BY THE LEGISLATURE OF ALABAMA:
26		-	Section 1. Section 10A-1-7.12, Section 10A-2A-1.40, as
27		-	last amended by Act 2023-503, 2023 Regular Session, and
28		-	Sections 10A-2A-1.41 and 10A-2A-16.01, Code of Alabama 1975,
29		-	are amended to read as follows:
30		-	"§10A-1-7.12
31		-	The Secretary of State may commence a proceeding under
32		-	Section 10A-1-7.13 to revoke the registration of a foreign
33		-	entity authorized to transact business in this state if:
34		-	(1) the foreign entity does not deliver its annual
35		-	report, if required by law, to the Secretary of State within
36		-	180 days after it is due;
37		-	(2)(1) the foreign entity does not pay within 180 days
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65		-	28 SB204 ~~Engrossed~~
	64	+	28 SB204 INTRODUCED
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	66	+	reference to an annual report.
	67	+	BE IT ENACTED BY THE LEGISLATURE OF ALABAMA:
	68	+	Section 1. Section 10A-1-7.12, Section 10A-2A-1.40, as
	69	+	last amended by Act 2023-503, 2023 Regular Session, and
	70	+	Sections 10A-2A-1.41 and 10A-2A-16.01, Code of Alabama 1975,
	71	+	are amended to read as follows:
	72	+	"§10A-1-7.12
	73	+	The Secretary of State may commence a proceeding under
	74	+	Section 10A-1-7.13 to revoke the registration of a foreign
	75	+	entity authorized to transact business in this state if:
	76	+	(1) the foreign entity does not deliver its annual
	77	+	report, if required by law, to the Secretary of State within
	78	+	180 days after it is due;
67	79		(2)(1) the foreign entity does not pay within 180 days
68	80		after they are due any applicable privilege or corporation
69	81		share tax, qualification fee or admission tax, or interest or
70	82		penalties imposed by this title or other law;
71	83		(3)(2) the foreign entity is without a registered agent
72	84		or registered office in this state for 60 days or more;
73	85		(4)(3) the foreign entity does not file a statement of
74	86		change of registered agent or registered office with the
75	87		Secretary of State under Section 10A-1-5.32 within 60 days of
76	88		the change or its registered agent does not file a change of
77	89		name or change of address of the registered office with the
78	90		Secretary of State under Section 10A-1-5.33 within 60 days of
79	91		the change;
80	92		(5)(4) an organizer, governing person, or agent of the
81	93		foreign entity signed a document he or she knew was false in
82	94		any material respect with intent that the document be
83		-	delivered to the Secretary of State for filing; or
84		-	(6)(5) the Secretary of State receives a duly
85		-	authenticated certificate from the Secretary of State or other
86		-	official having custody of entity records in the state or
87		-	country under whose laws the foreign entity is formed or is
88		-	governed stating that the foreign entity has been terminated."
89		-	"§10A-2A-1.40
90		-	As used in this chapter, unless otherwise specified or
91		-	unless the context otherwise requires, the following terms
92		-	have the following meanings:
93		-	(1) AUTHORIZED STOCK means the stock of all classes and
94		-	series a corporation or foreign corporation is authorized to
95		-	issue.
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123		-	56 SB204 ~~Engrossed~~
	122	+	56 SB204 INTRODUCED
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	124	+	any material respect with intent that the document be
	125	+	delivered to the Secretary of State for filing; or
	126	+	(6)(5) the Secretary of State receives a duly
	127	+	authenticated certificate from the Secretary of State or other
	128	+	official having custody of entity records in the state or
	129	+	country under whose laws the foreign entity is formed or is
	130	+	governed stating that the foreign entity has been terminated."
	131	+	"§10A-2A-1.40
	132	+	As used in this chapter, unless otherwise specified or
	133	+	unless the context otherwise requires, the following terms
	134	+	have the following meanings:
	135	+	(1) AUTHORIZED STOCK means the stock of all classes and
	136	+	series a corporation or foreign corporation is authorized to
125	137		issue.
126	138		(2) BENEFICIAL STOCKHOLDER means a person who owns the
127	139		beneficial interest in stock, which is either a record
128	140		stockholder or a person on whose behalf shares of stock are
129	141		registered in the name of an intermediary or nominee.
130	142		(3) CERTIFICATE OF INCORPORATION means the certificate
131	143		of incorporation described in Section 10A-2A-2.02, all
132	144		amendments to the certificate of incorporation, and any other
133	145		documents permitted or required to be delivered for filing by
134	146		a corporation with the Secretary of State under this chapter
135	147		or Chapter 1 that modify, amend, supplement, restate, or
136	148		replace the certificate of incorporation. After an amendment
137	149		of the certificate of incorporation or any other document
138	150		filed under this chapter or Chapter 1 that restates the
139	151		certificate of incorporation in its entirety, the certificate
140	152		of incorporation shall not include any prior documents. When
141		-	used with respect to a corporation incorporated and existing
142		-	on December 31, 2019, under a predecessor law of this state,
143		-	the term "certificate of incorporation" means articles of
144		-	incorporation, charter, or similar incorporating document, and
145		-	all amendments and restatements to the certificate of
146		-	incorporation, charter, or similar incorporating document.
147		-	When used with respect to a foreign corporation, a nonprofit
148		-	corporation, or a foreign nonprofit corporation, the
149		-	"certificate of incorporation" of such an entity means the
150		-	document of such entity that is equivalent to the certificate
151		-	of incorporation of a corporation. The term "certificate of
152		-	incorporation" as used in this chapter is synonymous to the
153		-	term "certificate of formation" used in Chapter 1.
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181		-	84 SB204 ~~Engrossed~~
	180	+	84 SB204 INTRODUCED
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	182	+	of incorporation shall not include any prior documents. When
	183	+	used with respect to a corporation incorporated and existing
	184	+	on December 31, 2019, under a predecessor law of this state,
	185	+	the term "certificate of incorporation" means articles of
	186	+	incorporation, charter, or similar incorporating document, and
	187	+	all amendments and restatements to the certificate of
	188	+	incorporation, charter, or similar incorporating document.
	189	+	When used with respect to a foreign corporation, a nonprofit
	190	+	corporation, or a foreign nonprofit corporation, the
	191	+	"certificate of incorporation" of such an entity means the
	192	+	document of such entity that is equivalent to the certificate
	193	+	of incorporation of a corporation. The term "certificate of
	194	+	incorporation" as used in this chapter is synonymous to the
183	195		term "certificate of formation" used in Chapter 1.
184	196		(4) CORPORATION, except in the phrase foreign
185	197		corporation, means an entity incorporated or existing under
186	198		this chapter.
187	199		(5) DELIVER or DELIVERY means any method of delivery
188	200		used in conventional commercial practice, including delivery
189	201		by hand, mail, commercial delivery, and, if authorized in
190	202		accordance with Section 10A-2A-1.41, by electronic
191	203		transmission.
192	204		(6) DISTRIBUTION means a direct or indirect transfer of
193	205		cash or other property (except a corporation's own stock) or
194	206		incurrence of indebtedness by a corporation to or for the
195	207		benefit of its stockholders in respect of any of its stock. A
196	208		distribution may be in the form of a payment of a dividend; a
197	209		purchase, redemption, or other acquisition of stock; a
198	210		distribution of indebtedness; a distribution in liquidation;
199		-	or otherwise.
200		-	(7) DOCUMENT means a writing as defined in Chapter 1.
201		-	(8) EFFECTIVE DATE, when referring to a document
202		-	accepted for filing by the Secretary of State, means the time
203		-	and date determined in accordance with Article 4 of Chapter 1.
204		-	(9) ELECTRONIC MAIL means an electronic transmission
205		-	directed to a unique electronic mail address.
206		-	(10) ELECTRONIC MAIL ADDRESS means a destination,
207		-	commonly expressed as a string of characters, consisting of a
208		-	unique user name or mailbox (commonly referred to as the
209		-	"local part" of the address) and a reference to an internet
210		-	domain (commonly referred to as the "domain part" of the
211		-	address), whether or not displayed, to which electronic mail
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239		-	112 SB204 ~~Engrossed~~
	238	+	112 SB204 INTRODUCED
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	240	+	distribution of indebtedness; a distribution in liquidation;
	241	+	or otherwise.
	242	+	(7) DOCUMENT means a writing as defined in Chapter 1.
	243	+	(8) EFFECTIVE DATE, when referring to a document
	244	+	accepted for filing by the Secretary of State, means the time
	245	+	and date determined in accordance with Article 4 of Chapter 1.
	246	+	(9) ELECTRONIC MAIL means an electronic transmission
	247	+	directed to a unique electronic mail address.
	248	+	(10) ELECTRONIC MAIL ADDRESS means a destination,
	249	+	commonly expressed as a string of characters, consisting of a
	250	+	unique user name or mailbox (commonly referred to as the
	251	+	"local part" of the address) and a reference to an internet
	252	+	domain (commonly referred to as the "domain part" of the
241	253		address), whether or not displayed, to which electronic mail
242	254		can be sent or delivered.
243	255		(11) ELIGIBLE ENTITY means an unincorporated entity,
244	256		foreign unincorporated entity, nonprofit corporation, or
245	257		foreign nonprofit corporation.
246	258		(12) ELIGIBLE INTERESTS means interests or memberships.
247	259		(13) EMPLOYEE includes an officer, but not a director.
248	260		A director may accept duties that make the director also an
249	261		employee.
250	262		(14) ENTITY includes corporation; foreign corporation;
251	263		nonprofit corporation; foreign nonprofit corporation; estate;
252	264		trust; unincorporated entity; foreign unincorporated entity;
253	265		and state, United States, and foreign government.
254	266		(15) EXPENSES means reasonable expenses of any kind
255	267		that are incurred in connection with a matter.
256	268		(16) FILING ENTITY means an unincorporated entity,
257		-	other than a limited liability partnership, that is of a type
258		-	that is created by filing a public organic record or is
259		-	required to file a public organic record that evidences its
260		-	creation.
261		-	(17) FOREIGN CORPORATION means a corporation
262		-	incorporated under a law other than the law of this state
263		-	which would be a corporation if incorporated under the law of
264		-	this state.
265		-	(18) FOREIGN NONPROFIT CORPORATION means a corporation
266		-	incorporated under a law other than the law of this state
267		-	which would be a nonprofit corporation if incorporated under
268		-	the law of this state.
269		-	(19) GOVERNING STATUTE means the statute governing the
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	296	+	140 SB204 INTRODUCED
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	298	+	(16) FILING ENTITY means an unincorporated entity,
	299	+	other than a limited liability partnership, that is of a type
	300	+	that is created by filing a public organic record or is
	301	+	required to file a public organic record that evidences its
	302	+	creation.
	303	+	(17) FOREIGN CORPORATION means a corporation
	304	+	incorporated under a law other than the law of this state
	305	+	which would be a corporation if incorporated under the law of
	306	+	this state.
	307	+	(18) FOREIGN NONPROFIT CORPORATION means a corporation
	308	+	incorporated under a law other than the law of this state
	309	+	which would be a nonprofit corporation if incorporated under
	310	+	the law of this state.
299	311		(19) GOVERNING STATUTE means the statute governing the
300	312		internal affairs of a corporation, foreign corporation,
301	313		nonprofit corporation, foreign nonprofit corporation,
302	314		unincorporated entity, or foreign unincorporated entity.
303	315		(20) GOVERNMENTAL SUBDIVISION includes authority,
304	316		county, district, and municipality.
305	317		(21) INCLUDES and INCLUDING denote a partial definition
306	318		or a nonexclusive list.
307	319		(22) INTEREST means either or both of the following
308	320		rights under the governing statute governing an unincorporated
309	321		entity:
310	322		(i) the right to receive distributions from the entity
311	323		either in the ordinary course or upon liquidation; or
312	324		(ii) the right to receive notice or vote on issues
313	325		involving its internal affairs, other than as an agent,
314	326		assignee, proxy, or person responsible for managing its
315		-	business and affairs.
316		-	(23) INTEREST HOLDER means a person who holds of record
317		-	an interest.
318		-	(24) KNOWLEDGE is determined as follows:
319		-	(a) A person knows a fact when the person:
320		-	(1) has actual knowledge of it; or
321		-	(2) is deemed to know it under law other than this
322		-	chapter.
323		-	(b) A person has notice of a fact when the person:
324		-	(1) knows of it;
325		-	(2) receives notification of it in accordance with
326		-	Section 10A-2A-1.41;
327		-	(3) has reason to know the fact from all of the facts
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	356	+	assignee, proxy, or person responsible for managing its
	357	+	business and affairs.
	358	+	(23) INTEREST HOLDER means a person who holds of record
	359	+	an interest.
	360	+	(24) KNOWLEDGE is determined as follows:
	361	+	(a) A person knows a fact when the person:
	362	+	(1) has actual knowledge of it; or
	363	+	(2) is deemed to know it under law other than this
	364	+	chapter.
	365	+	(b) A person has notice of a fact when the person:
	366	+	(1) knows of it;
	367	+	(2) receives notification of it in accordance with
	368	+	Section 10A-2A-1.41;
357	369		(3) has reason to know the fact from all of the facts
358	370		known to the person at the time in question; or
359	371		(4) is deemed to have notice of the fact under
360	372		subsection (d).
361	373		(c) A person notifies another of a fact by taking steps
362	374		reasonably required to inform the other person in ordinary
363	375		course in accordance with Section 10A-2A-1.41, whether or not
364	376		the other person knows the fact.
365	377		(d) A person is deemed to have notice of a
366	378		corporation's:
367	379		(1) matters included in the certificate of
368	380		incorporation upon filing;
369	381		(2) dissolution, 90 days after a certificate of
370	382		dissolution under Section 10A-2A-14.03 becomes effective;
371	383		(3) conversion, merger, or interest exchange under
372	384		Article 9 or Article 11, 90 days after a statement of
373		-	conversion, or statement of merger or interest exchange
374		-	becomes effective;
375		-	(4) conversion or merger under Article 8 of Chapter 1,
376		-	90 days after a statement of conversion or statement of merger
377		-	becomes effective; and
378		-	(5) revocation of dissolution and reinstatement, 90
379		-	days after certificate of revocation of dissolution and
380		-	reinstatement under Section 10A-2A-14.04 becomes effective.
381		-	(e) A stockholder's knowledge, notice, or receipt of a
382		-	notification of a fact relating to the corporation is not
383		-	knowledge, notice, or receipt of a notification of a fact by
384		-	the corporation solely by reason of the stockholder's capacity
385		-	as a stockholder.
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	414	+	Article 9 or Article 11, 90 days after a statement of
	415	+	conversion, or statement of merger or interest exchange
	416	+	becomes effective;
	417	+	(4) conversion or merger under Article 8 of Chapter 1,
	418	+	90 days after a statement of conversion or statement of merger
	419	+	becomes effective; and
	420	+	(5) revocation of dissolution and reinstatement, 90
	421	+	days after certificate of revocation of dissolution and
	422	+	reinstatement under Section 10A-2A-14.04 becomes effective.
	423	+	(e) A stockholder's knowledge, notice, or receipt of a
	424	+	notification of a fact relating to the corporation is not
	425	+	knowledge, notice, or receipt of a notification of a fact by
	426	+	the corporation solely by reason of the stockholder's capacity
415	427		as a stockholder.
416	428		(f) The date and time of the effectiveness of a notice
417	429		delivered in accordance with Section 10A-2A-1.41, is
418	430		determined by Section 10A-2A-1.41.
419	431		(25) MEANS denotes an exhaustive definition.
420	432		(26) MEMBERSHIP means the rights of a member in a
421	433		nonprofit corporation or foreign nonprofit corporation.
422	434		(27) ORGANIZATIONAL DOCUMENTS means the public organic
423	435		record and private organizational documents of a corporation,
424	436		foreign corporation, or eligible entity.
425		-	(28) PRINCIPAL OFFICE means the office (in or out of
426		-	this state) so designated in the annual report where the
427		-	principal executive offices of a the corporation or foreign
428		-	corporation are located.
429		-	(29) PRIVATE ORGANIZATIONAL DOCUMENTS means (i) the
430		-	bylaws of a corporation, foreign corporation, nonprofit
431		-	corporation, or foreign nonprofit corporation, or (ii) the
432		-	rules, regardless of whether in writing, that govern the
433		-	internal affairs of an unincorporated entity or foreign
434		-	unincorporated entity, are binding on all its interest
435		-	holders, and are not part of its public organic record, if
436		-	any. Where private organizational documents have been amended
437		-	or restated, the term means the private organizational
438		-	documents as last amended or restated.
439		-	(30) PROCEEDING includes any civil suit and criminal,
440		-	administrative, and investigatory action.
441		-	(31) PUBLIC ORGANIC RECORD means (i) the certificate of
442		-	incorporation of a corporation, foreign corporation, nonprofit
443		-	corporation, or foreign nonprofit corporation, or (ii) the
	437	+	(28) PRINCIPAL OFFICE means the address of its
	438	+	principal office (in or out of this state) so designated in
	439	+	the annual report where the including, in the case of a
	440	+	foreign corporation, the address of its principal executive
	441	+	offices of a corporation or foreign corporation are
	442	+	locatedoffice in the state or other jurisdiction under whose
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	472	+	locatedoffice in the state or other jurisdiction under whose
	473	+	law it is incorporated .
	474	+	(29) PRIVATE ORGANIZATIONAL DOCUMENTS means (i) the
	475	+	bylaws of a corporation, foreign corporation, nonprofit
	476	+	corporation, or foreign nonprofit corporation, or (ii) the
	477	+	rules, regardless of whether in writing, that govern the
	478	+	internal affairs of an unincorporated entity or foreign
	479	+	unincorporated entity, are binding on all its interest
	480	+	holders, and are not part of its public organic record, if
	481	+	any. Where private organizational documents have been amended
	482	+	or restated, the term means the private organizational
	483	+	documents as last amended or restated.
	484	+	(30) PROCEEDING includes any civil suit and criminal,
	485	+	administrative, and investigatory action.
	486	+	(31) PUBLIC ORGANIC RECORD means (i) the certificate of
	487	+	incorporation of a corporation, foreign corporation, nonprofit
473	488		corporation, or foreign nonprofit corporation, or (ii) the
474	489		document, if any, the filing of which is required to create an
475	490		unincorporated entity or foreign unincorporated entity, or
476	491		which creates the unincorporated entity or foreign
477	492		unincorporated entity and is required to be filed. Where a
478	493		public organic record has been amended or restated, the term
479	494		means the public organic record as last amended or restated.
480	495		(32) RECORD DATE means the date fixed for determining
481	496		the identity of the corporation's stockholders and their
482	497		stockholdings for purposes of this chapter. Unless another
483	498		time is specified when the record date is fixed, the
484	499		determination shall be made as of the close of business at the
485	500		principal office of the corporation on the date so fixed.
486		-	(33) RECORD STOCKHOLDER means (i) the person in whose
487		-	name shares of stock are registered in the records of the
488		-	corporation, or (ii) the person identified as the beneficial
489		-	owner of stock in a beneficial ownership certificate pursuant
490		-	to Section 10A-2A-7.23 on file with the corporation to the
491		-	extent of the rights granted by such certificate.
492		-	(34) SECRETARY means the corporate officer to whom the
493		-	board of directors has delegated responsibility under Section
494		-	10A-2A-8.40(c) to maintain the minutes of the meetings of the
495		-	board of directors and of the stockholders and for
496		-	authenticating records of the corporation.
497		-	(35) STOCK EXCHANGE means a transaction pursuant to
498		-	Section 10A-2A-11.03.
499		-	(36) STOCKHOLDER means a record stockholder.
500		-	(37) STOCK means the units into which the proprietary
501		-	interests in a corporation or foreign corporation are divided.
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	530	+	principal office of the corporation on the date so fixed.
	531	+	(33) RECORD STOCKHOLDER means (i) the person in whose
	532	+	name shares of stock are registered in the records of the
	533	+	corporation, or (ii) the person identified as the beneficial
	534	+	owner of stock in a beneficial ownership certificate pursuant
	535	+	to Section 10A-2A-7.23 on file with the corporation to the
	536	+	extent of the rights granted by such certificate.
	537	+	(34) SECRETARY means the corporate officer to whom the
	538	+	board of directors has delegated responsibility under Section
	539	+	10A-2A-8.40(c) to maintain the minutes of the meetings of the
	540	+	board of directors and of the stockholders and for
	541	+	authenticating records of the corporation.
	542	+	(35) STOCK EXCHANGE means a transaction pursuant to
	543	+	Section 10A-2A-11.03.
	544	+	(36) STOCKHOLDER means a record stockholder.
	545	+	(37) STOCK means the units into which the proprietary
531	546		interests in a corporation or foreign corporation are divided.
532	547		(38) TYPE OF ENTITY means a generic form of entity: (i)
533	548		recognized at common law; or (ii) formed under a governing
534	549		statute, regardless of whether some entities formed under that
535	550		law are subject to provisions of that law that create
536	551		different categories of the form of entity.
537	552		(39) UNINCORPORATED ENTITY means an organization or
538	553		artificial legal person that either has a separate legal
539	554		existence or has the power to acquire an estate in real
540	555		property in its own name and that is not any of the following:
541	556		a corporation, foreign corporation, nonprofit corporation,
542	557		foreign nonprofit corporation, a series of a limited liability
543	558		company or of another type of entity, an estate, a trust, a
544		-	state, United States, or foreign government. The term includes
545		-	a general partnership, limited liability company, limited
546		-	partnership, business trust, joint stock association, and
547		-	unincorporated nonprofit association.
548		-	(40) UNITED STATES includes any district, authority,
549		-	bureau, commission, department, and any other agency of the
550		-	United States.
551		-	(41) UNRESTRICTED VOTING TRUST BENEFICIAL OWNER means,
552		-	with respect to any stockholder rights, a voting trust
553		-	beneficial owner whose entitlement to exercise the stockholder
554		-	right in question is not inconsistent with the voting trust
555		-	agreement.
556		-	(42) VOTING GROUP means all stock of one or more
557		-	classes or series that under the certificate of incorporation
558		-	or this chapter are entitled to vote and be counted together
559		-	collectively on a matter at a meeting of stockholders. All
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	588	+	company or of another type of entity, an estate, a trust, a
	589	+	state, United States, or foreign government. The term includes
	590	+	a general partnership, limited liability company, limited
	591	+	partnership, business trust, joint stock association, and
	592	+	unincorporated nonprofit association.
	593	+	(40) UNITED STATES includes any district, authority,
	594	+	bureau, commission, department, and any other agency of the
	595	+	United States.
	596	+	(41) UNRESTRICTED VOTING TRUST BENEFICIAL OWNER means,
	597	+	with respect to any stockholder rights, a voting trust
	598	+	beneficial owner whose entitlement to exercise the stockholder
	599	+	right in question is not inconsistent with the voting trust
	600	+	agreement.
	601	+	(42) VOTING GROUP means all stock of one or more
	602	+	classes or series that under the certificate of incorporation
	603	+	or this chapter are entitled to vote and be counted together
589	604		collectively on a matter at a meeting of stockholders. All
590	605		stock entitled by the certificate of incorporation or this
591	606		chapter to vote generally on the matter is for that purpose a
592	607		single voting group.
593	608		(43) VOTING POWER means the current power to vote in
594	609		the election of directors.
595	610		(44) VOTING TRUST BENEFICIAL OWNER means an owner of a
596	611		beneficial interest in stock of the corporation held in a
597	612		voting trust established pursuant to Section 10A-2A-7.30(a)."
598	613		"§10A-2A-1.41
599	614		(a) A notice under this chapter must be in writing
600	615		unless oral notice is reasonable in the circumstances. Unless
601	616		otherwise agreed between the sender and the recipient, words
602		-	in a notice or other communication under this chapter must be
603		-	in English.
604		-	(b) A notice or other communication may be given by any
605		-	method of delivery, except that notice or other communication
606		-	by electronic transmission must be in accordance with this
607		-	section. If the methods of delivery are impracticable, a
608		-	notice or other communication from the corporation may be
609		-	given by means of a broad non-exclusionary distribution to the
610		-	public (which may include a newspaper of general circulation
611		-	in the area where published; radio, television, or other form
612		-	of public broadcast communication; or other methods of
613		-	distribution that the corporation has previously identified to
614		-	its stockholders).
615		-	(c) A notice or other communication to a corporation or
616		-	to a foreign corporation registered to transact business in
617		-	this state may be delivered to the corporation's registered
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	646	+	otherwise agreed between the sender and the recipient, words
	647	+	in a notice or other communication under this chapter must be
	648	+	in English.
	649	+	(b) A notice or other communication may be given by any
	650	+	method of delivery, except that notice or other communication
	651	+	by electronic transmission must be in accordance with this
	652	+	section. If the methods of delivery are impracticable, a
	653	+	notice or other communication from the corporation may be
	654	+	given by means of a broad non-exclusionary distribution to the
	655	+	public (which may include a newspaper of general circulation
	656	+	in the area where published; radio, television, or other form
	657	+	of public broadcast communication; or other methods of
	658	+	distribution that the corporation has previously identified to
	659	+	its stockholders).
	660	+	(c) A notice or other communication to a corporation or
	661	+	to a foreign corporation registered to transact business in
647	662		this state may be delivered to the corporation's registered
648	663		agent at its registered office or to the secretary at the
649	664		corporation's principal office shown in its most recent annual
650	665		report or, in the case of a foreign corporation that has not
651	666		yet delivered an annual report , in its foreign registration
652	667		under Chapter 1.
653	668		(d) A notice or other communications from the
654	669		corporation to a stockholder may be delivered by electronic
655	670		mail to the electronic mail address for that stockholder
656	671		required to be included in the record of stockholders
657	672		maintained pursuant to Section 10A-2A-16.01(d), unless that
658	673		stockholder has previously notified the corporation in writing
659	674		that the stockholder objects to receiving notices and other
660		-	communications by electronic mail. Any notice or communication
661		-	may be delivered by another form of electronic transmission if
662		-	consented to by the stockholder or if authorized by subsection
663		-	(j). Any notice or other communication from the corporation to
664		-	any other person may be delivered by electronic transmission
665		-	if consented to by the recipient or if authorized by
666		-	subsection (j). Any consent given under this subsection or
667		-	subsection (j) may be revoked with respect to future notices
668		-	or communications by the person who consented by written
669		-	notice to the person to whom the consent was delivered.
670		-	(e) A notice or other communication may no longer be
671		-	delivered to an electronic mail address or other electronic
672		-	transmission address pursuant to subsection (d) if (i) the
673		-	corporation receives notice from the information processing
674		-	system into which the notice or other communication was
675		-	entered that two consecutive notices or other communications
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	704	+	that the stockholder objects to receiving notices and other
	705	+	communications by electronic mail. Any notice or communication
	706	+	may be delivered by another form of electronic transmission if
	707	+	consented to by the stockholder or if authorized by subsection
	708	+	(j). Any notice or other communication from the corporation to
	709	+	any other person may be delivered by electronic transmission
	710	+	if consented to by the recipient or if authorized by
	711	+	subsection (j). Any consent given under this subsection or
	712	+	subsection (j) may be revoked with respect to future notices
	713	+	or communications by the person who consented by written
	714	+	notice to the person to whom the consent was delivered.
	715	+	(e) A notice or other communication may no longer be
	716	+	delivered to an electronic mail address or other electronic
	717	+	transmission address pursuant to subsection (d) if (i) the
	718	+	corporation receives notice from the information processing
	719	+	system into which the notice or other communication was
705	720		entered that two consecutive notices or other communications
706	721		given by electronic transmissions have not been delivered to
707	722		the electronic mail address or other electronic transmission
708	723		address to which the notice or other communication was
709	724		directed, and (ii) the notice of non-delivery becomes known to
710	725		the secretary or an assistant secretary or to the transfer
711	726		agent, or another person responsible for the giving of notices
712	727		or other communications for the corporation; provided,
713	728		however, the inadvertent failure to recognize the notice of
714	729		non-delivery as a cessation of authority to provide a
715	730		stockholder with notice by electronic mail or other electronic
716	731		transmission shall not invalidate any meeting or other action.
717	732		(f) Unless otherwise agreed between the sender and the
718		-	recipient, a notice or other communication by electronic
719		-	transmission is received when:
720		-	(1) it enters an information processing system directed
721		-	to (i) in the case of a stockholder, the electronic mail
722		-	address for the stockholder required to be included in the
723		-	record of stockholders maintained pursuant to Section
724		-	10A-2A-16.01(d) or other electronic transmission address at
725		-	which the stockholder has consented to receive notice or other
726		-	communications by electronic transmission, or (ii) in the case
727		-	of any other recipient, the electronic transmission address at
728		-	which the recipient has consented to receive notice or other
729		-	communications by electronic transmission; and
730		-	(2) it is in a form capable of being processed by that
731		-	system.
732		-	(g) Receipt of an electronic acknowledgement from an
733		-	information processing system described in subsection (f)(1)
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	762	+	(f) Unless otherwise agreed between the sender and the
	763	+	recipient, a notice or other communication by electronic
	764	+	transmission is received when:
	765	+	(1) it enters an information processing system directed
	766	+	to (i) in the case of a stockholder, the electronic mail
	767	+	address for the stockholder required to be included in the
	768	+	record of stockholders maintained pursuant to Section
	769	+	10A-2A-16.01(d) or other electronic transmission address at
	770	+	which the stockholder has consented to receive notice or other
	771	+	communications by electronic transmission, or (ii) in the case
	772	+	of any other recipient, the electronic transmission address at
	773	+	which the recipient has consented to receive notice or other
	774	+	communications by electronic transmission; and
	775	+	(2) it is in a form capable of being processed by that
	776	+	system.
	777	+	(g) Receipt of an electronic acknowledgement from an
763	778		information processing system described in subsection (f)(1)
764	779		establishes that an electronic transmission was received but,
765	780		by itself, does not establish that the content sent
766	781		corresponds to the content received.
767	782		(h) An electronic transmission is received under this
768	783		section even if no person is aware of its receipt.
769	784		(i) A notice or other communication, if in a
770	785		comprehensible form or manner, is effective at the earliest of
771	786		the following:
772	787		(1) if in a physical form, the earliest of when it is
773	788		actually received, or when it is left at:
774	789		(i) a stockholder's address included in the record of
775	790		stockholders maintained pursuant to Section 10A-2A-16.01(d);
776		-	(ii) a director's residence or usual place of business;
777		-	or
778		-	(iii) the corporation's principal office;
779		-	(2) if mailed by United States mail postage prepaid and
780		-	addressed to a stockholder at the stockholder's address
781		-	included in the record of stockholders maintained pursuant to
782		-	Section 10A-2A-16.01(d), upon deposit in the mail;
783		-	(3) if mailed by United States mail postage prepaid and
784		-	addressed to a recipient other than a stockholder at the
785		-	address included in the corporation's records, the earliest of
786		-	when it is actually received, or:
787		-	(i) if sent by registered or certified mail, return
788		-	receipt requested, the date shown on the return receipt signed
789		-	by or on behalf of the addressee; or
790		-	(ii) five days after it is deposited in the United
791		-	States mail;
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820	819		Page 15
	820	+	stockholders maintained pursuant to Section 10A-2A-16.01(d);
	821	+	(ii) a director's residence or usual place of business;
	822	+	or
	823	+	(iii) the corporation's principal office;
	824	+	(2) if mailed by United States mail postage prepaid and
	825	+	addressed to a stockholder at the stockholder's address
	826	+	included in the record of stockholders maintained pursuant to
	827	+	Section 10A-2A-16.01(d), upon deposit in the mail;
	828	+	(3) if mailed by United States mail postage prepaid and
	829	+	addressed to a recipient other than a stockholder at the
	830	+	address included in the corporation's records, the earliest of
	831	+	when it is actually received, or:
	832	+	(i) if sent by registered or certified mail, return
	833	+	receipt requested, the date shown on the return receipt signed
	834	+	by or on behalf of the addressee; or
	835	+	(ii) five days after it is deposited in the United
821	836		States mail;
822	837		(4) if sent by a nationally recognized commercial
823	838		carrier that issues a receipt or other confirmation of
824	839		delivery, the earliest of when it is actually received or the
825	840		date shown on the receipt or other confirmation of delivery
826	841		issued by the commercial carrier;
827	842		(5) if an electronic transmission, when it is received
828	843		as provided in subsection (f); and
829	844		(6) if oral, when communicated.
830	845		(j) A notice or other communication may be in the form
831	846		of an electronic transmission that cannot be directly
832	847		reproduced in paper form by the recipient through an automated
833	848		process used in conventional commercial practice only if (i)
834		-	the electronic transmission is otherwise retrievable in
835		-	perceivable form, and (ii) the sender and the recipient have
836		-	consented in writing to the use of such form of electronic
837		-	transmission.
838		-	(k) If this chapter prescribes requirements for notices
839		-	or other communications in particular circumstances, those
840		-	requirements govern. If the certificate of incorporation or
841		-	bylaws prescribe requirements for notices or other
842		-	communications, not inconsistent with this section or other
843		-	provisions of this chapter, those requirements govern. The
844		-	certificate of incorporation or bylaws may authorize or
845		-	require delivery of notices of meetings of directors by
846		-	electronic transmission.
847		-	(l) In the event that any provisions of this chapter
848		-	are deemed to modify, limit, or supersede the federal
849		-	Electronic Signatures in Global and National Commerce Act, 15
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	878	+	process used in conventional commercial practice only if (i)
	879	+	the electronic transmission is otherwise retrievable in
	880	+	perceivable form, and (ii) the sender and the recipient have
	881	+	consented in writing to the use of such form of electronic
	882	+	transmission.
	883	+	(k) If this chapter prescribes requirements for notices
	884	+	or other communications in particular circumstances, those
	885	+	requirements govern. If the certificate of incorporation or
	886	+	bylaws prescribe requirements for notices or other
	887	+	communications, not inconsistent with this section or other
	888	+	provisions of this chapter, those requirements govern. The
	889	+	certificate of incorporation or bylaws may authorize or
	890	+	require delivery of notices of meetings of directors by
	891	+	electronic transmission.
	892	+	(l) In the event that any provisions of this chapter
	893	+	are deemed to modify, limit, or supersede the federal
879	894		Electronic Signatures in Global and National Commerce Act, 15
880	895		U.S.C. §§7001 et seq., the provisions of this chapter shall
881	896		control to the maximum extent permitted by Section 102(a)(2)
882	897		of that federal act.
883	898		(m) Whenever a notice or communication would otherwise
884	899		be required to be given under this chapter to a stockholder,
885	900		the notice or communication need not be given if the
886	901		corporation is not permitted to deliver the notice or
887	902		communication by electronic transmission pursuant to
888	903		subsections (d) and (e) and:
889	904		(1) notices and communications to stockholders of two
890	905		consecutive annual meetings, and all notices and
891	906		communications of meetings during the period between those two
892		-	consecutive annual meetings, have been sent to that
893		-	stockholder at that stockholder's address included in the
894		-	record of stockholders maintained pursuant to Section
895		-	10A-2A-16.01(d) and have been returned undeliverable or could
896		-	not be delivered; or
897		-	(2) all, but not less than two, distributions to
898		-	stockholders during a 12-month period, or two consecutive
899		-	distributions to stockholders during a period of more than 12
900		-	months, have been sent to that stockholder at that
901		-	stockholder's address included in the record of stockholders
902		-	maintained pursuant to Section 10A-2A-16.01(d) and have been
903		-	returned undeliverable or could not be delivered; or
904		-	(3) no address has been provided to the corporation by
905		-	or on behalf of a stockholder and the corporation has not
906		-	otherwise obtained an address for that stockholder it believes
907		-	to be reliable.
908	907		421
909	908		422
910	909		423
911	910		424
912	911		425
913	912		426
914	913		427
915	914		428
916	915		429
917	916		430
918	917		431
919	918		432
920	919		433
921	920		434
922	921		435
923	922		436
924	923		437
925	924		438
926	925		439
927	926		440
928	927		441
929	928		442
930	929		443
931	930		444
932	931		445
933	932		446
934	933		447
935		-	448 SB204 ~~Engrossed~~
	934	+	448 SB204 INTRODUCED
936	935		Page 17
	936	+	communications of meetings during the period between those two
	937	+	consecutive annual meetings, have been sent to that
	938	+	stockholder at that stockholder's address included in the
	939	+	record of stockholders maintained pursuant to Section
	940	+	10A-2A-16.01(d) and have been returned undeliverable or could
	941	+	not be delivered; or
	942	+	(2) all, but not less than two, distributions to
	943	+	stockholders during a 12-month period, or two consecutive
	944	+	distributions to stockholders during a period of more than 12
	945	+	months, have been sent to that stockholder at that
	946	+	stockholder's address included in the record of stockholders
	947	+	maintained pursuant to Section 10A-2A-16.01(d) and have been
	948	+	returned undeliverable or could not be delivered; or
	949	+	(3) no address has been provided to the corporation by
	950	+	or on behalf of a stockholder and the corporation has not
	951	+	otherwise obtained an address for that stockholder it believes
937	952		to be reliable.
938	953		In addition, if any stockholder to which this
939	954		subsection (m) applies delivers to the corporation a written
940	955		notice or communication setting forth that stockholder's
941	956		then-current address, the requirement that notice and
942	957		communication be given to that stockholder shall be
943	958		reinstated.
944	959		(n) Whenever a notice or communication is required to
945	960		be given, under this chapter or the certificate of
946	961		incorporation or bylaws of any corporation, to any person with
947	962		whom notice to or communication with is unlawful, the giving
948	963		of the notice or communication to that person shall not be
949	964		required and there shall be no duty to apply to any
950		-	governmental authority or agency for a license or permit to
951		-	give the notice or communication to that person. Any action or
952		-	meeting which shall be taken or held without notice or
953		-	communication to the person with whom notice to or
954		-	communication with is unlawful shall have the same force and
955		-	effect as if the notice or communication had been duly given.
956		-	In the event that the action taken by the corporation is such
957		-	as to require the filing of a certificate or other filing
958		-	instrument under any other sections of this chapter, the
959		-	certificate or other filing instrument shall state, if that is
960		-	the fact and if notice or communication is required, that
961		-	notice or communication was given to all persons entitled to
962		-	receive notice or communication except those persons with whom
963		-	notice to or communication with is unlawful."
964		-	"§10A-2A-16.01
965		-	(a) A corporation shall maintain the following records:
966	965		449
967	966		450
968	967		451
969	968		452
970	969		453
971	970		454
972	971		455
973	972		456
974	973		457
975	974		458
976	975		459
977	976		460
978	977		461
979	978		462
980	979		463
981	980		464
982	981		465
983	982		466
984	983		467
985	984		468
986	985		469
987	986		470
988	987		471
989	988		472
990	989		473
991	990		474
992	991		475
993		-	476 SB204 ~~Engrossed~~
	992	+	476 SB204 INTRODUCED
994	993		Page 18
	994	+	required and there shall be no duty to apply to any
	995	+	governmental authority or agency for a license or permit to
	996	+	give the notice or communication to that person. Any action or
	997	+	meeting which shall be taken or held without notice or
	998	+	communication to the person with whom notice to or
	999	+	communication with is unlawful shall have the same force and
	1000	+	effect as if the notice or communication had been duly given.
	1001	+	In the event that the action taken by the corporation is such
	1002	+	as to require the filing of a certificate or other filing
	1003	+	instrument under any other sections of this chapter, the
	1004	+	certificate or other filing instrument shall state, if that is
	1005	+	the fact and if notice or communication is required, that
	1006	+	notice or communication was given to all persons entitled to
	1007	+	receive notice or communication except those persons with whom
	1008	+	notice to or communication with is unlawful."
	1009	+	"§10A-2A-16.01
995	1010		(a) A corporation shall maintain the following records:
996	1011		(1) its certificate of incorporation as currently in
997	1012		effect;
998	1013		(2) any notices to stockholders referred to in Section
999	1014		10A-2A-1.20(c)(5) specifying facts on which a filed document
1000	1015		is dependent if those facts are not included in the
1001	1016		certificate of incorporation or otherwise available as
1002	1017		specified in Section 10A-2A-1.20(c)(5);
1003	1018		(3) its bylaws as currently in effect;
1004	1019		(4) all written communications within the past three
1005	1020		years to stockholders generally;
1006	1021		(5) minutes of all meetings of, and records of all
1007	1022		actions taken without a meeting by, its stockholders, its
1008		-	board of directors, and board committees established under
1009		-	Section 10A-2A-8.25; and
1010		-	(6) a list of the names and business addresses of its
1011		-	current directors and officers ; and
1012		-	(7) its most recent annual report delivered to the
1013		-	Secretary of State under Section 10A-2A-16.11 .
1014		-	(b) A corporation shall maintain all annual financial
1015		-	statements prepared for the corporation for its last three
1016		-	fiscal years (or any shorter period of existence) and any
1017		-	audit or other reports with respect to those financial
1018		-	statements.
1019		-	(c) A corporation shall maintain accounting records in
1020		-	a form that permits preparation of its financial statements.
1021		-	(d) A corporation shall maintain a record of its
1022		-	current stockholders in alphabetical order by class or series
1023		-	of stock showing the address of each stockholder to which
1024	1023		477
1025	1024		478
1026	1025		479
1027	1026		480
1028	1027		481
1029	1028		482
1030	1029		483
1031	1030		484
1032	1031		485
1033	1032		486
1034	1033		487
1035	1034		488
1036	1035		489
1037	1036		490
1038	1037		491
1039	1038		492
1040	1039		493
1041	1040		494
1042	1041		495
1043	1042		496
1044	1043		497
1045	1044		498
1046	1045		499
1047	1046		500
1048	1047		501
1049	1048		502
1050	1049		503
1051		-	504 SB204 ~~Engrossed~~
	1050	+	504 SB204 INTRODUCED
1052	1051		Page 19
	1052	+	actions taken without a meeting by, its stockholders, its
	1053	+	board of directors, and board committees established under
	1054	+	Section 10A-2A-8.25; and
	1055	+	(6) a list of the names and business addresses of its
	1056	+	current directors and officers ; and
	1057	+	(7) its most recent annual report delivered to the
	1058	+	Secretary of State under Section 10A-2A-16.11 .
	1059	+	(b) A corporation shall maintain all annual financial
	1060	+	statements prepared for the corporation for its last three
	1061	+	fiscal years (or any shorter period of existence) and any
	1062	+	audit or other reports with respect to those financial
	1063	+	statements.
	1064	+	(c) A corporation shall maintain accounting records in
	1065	+	a form that permits preparation of its financial statements.
	1066	+	(d) A corporation shall maintain a record of its
	1067	+	current stockholders in alphabetical order by class or series
1053	1068		of stock showing the address of each stockholder to which
1054	1069		notices and other communications from the corporation are to
1055	1070		be sent, and which shall include the number and class or
1056	1071		series of stock held by each stockholder. In addition, if a
1057	1072		stockholder has provided an electronic mail address to the
1058	1073		corporation or has consented to receive notices or other
1059	1074		communications by electronic mail or other electronic
1060	1075		transmission, the record of stockholders shall include the
1061	1076		electronic mail or other electronic transmission address of
1062	1077		the stockholder if notices or other communications are being
1063	1078		delivered by the corporation to the stockholder at that
1064	1079		electronic mail or other electronic transmission address
1065	1080		pursuant to Section 10A-2A-1.41(d). An electronic mail address
1066		-	of a stockholder shall be deemed to be provided by a
1067		-	stockholder if it is contained in a communication to the
1068		-	corporation by or on behalf of the stockholder, unless the
1069		-	communication expressly indicates that the electronic mail
1070		-	address may not be used to deliver notices or other
1071		-	communications.
1072		-	(e) A corporation shall maintain the records specified
1073		-	in this section in a manner so that they may be made available
1074		-	for inspection within a reasonable time."
1075		-	Section 2. Section 10A-2A-16.11 of the Code of Alabama
1076		-	1975, requiring each corporation, including foreign
1077		-	corporations authorized to transact business in this state, to
1078		-	file an annual report with the Secretary of State, is
1079		-	repealed.
1080		-	Section 3. This act shall become effective on October
1081		-	1, 2024.
1082	1081		505
1083	1082		506
1084	1083		507
1085	1084		508
1086	1085		509
1087	1086		510
1088	1087		511
1089	1088		512
1090	1089		513
1091	1090		514
1092	1091		515
1093	1092		516
1094	1093		517
1095	1094		518
1096	1095		519
1097	1096		520
1098	1097		521
1099	1098		522
1100	1099		523
1101	1100		524
1102	1101		525
1103	1102		526
1104	1103		527
1105	1104		528
1106	1105		529
1107	1106		530
1108	1107		531
1109		-	532 SB204 ~~Engrossed~~
	1108	+	532 SB204 INTRODUCED
1110	1109		Page 20
	1110	+	pursuant to Section 10A-2A-1.41(d). An electronic mail address
	1111	+	of a stockholder shall be deemed to be provided by a
	1112	+	stockholder if it is contained in a communication to the
	1113	+	corporation by or on behalf of the stockholder, unless the
	1114	+	communication expressly indicates that the electronic mail
	1115	+	address may not be used to deliver notices or other
	1116	+	communications.
	1117	+	(e) A corporation shall maintain the records specified
	1118	+	in this section in a manner so that they may be made available
	1119	+	for inspection within a reasonable time."
	1120	+	Section 2. Section 10-2A-16.11 of the Code of Alabama
	1121	+	1975, requiring each corporation, including foreign
	1122	+	corporations authorized to transact business in this state, to
	1123	+	file an annual report with the Secretary of State, is
	1124	+	repealed.
	1125	+	Section 3. This act shall become effective on October
1111	1126		1, 2024.
1112		-	Senate
1113		-	Read for the first time and referred
1114		-	to the Senate committee on Fiscal
1115		-	Responsibility and Economic
1116		-	Development
1117		-	................06-Mar-24
1118		-	Read for the second time and placed
1119		-	on the calendar:
1120		-	1 amendment
1121		-	................19-Mar-24
1122		-	Read for the third time and passed
1123		-	as amended
1124		-	Yeas 30
1125		-	Nays 0
1126		-	Abstains 0
1127		-	................04-Apr-24
1128		-	Patrick Harris,
1129		-	Secretary.
1130	1127		533
1131	1128		534
1132	1129		535
1133	1130		536
1134	1131		537
1135	1132		538
1136	1133		539
1137	1134		540
1138	1135		541
1139	1136		542
1140	1137		543
1141	1138		544
1142	1139		545
1143	1140		546
1144	1141		547
1145	1142		548
1146		-	549
1147		-	550
1148		-	551
1149		-	552
1150		-	553
1151		-	554