This bill would revise the Alabama Business and Nonprofit Entities Code. This bill would make technical corrections and codify common law. This bill would clarify the law governing entities and would clarify the internal affairs doctrine, thereby codifying common law. This bill would provide a new procedure to correct or nullify filing instruments. This bill would clarify that a registered agent may not perform its duties virtually. This bill would clarify the process for a foreign entity doing business in the state that is withdrawing its certificate of authority to transact business in this state. This bill would clarify certain proxy matters allowed in bylaws of business corporations and would clarify the forum selection provisions for business corporations and nonprofit corporations. This bill would clarify the procedures, processes, rights, and responsibilities of owners and entities regarding records requests, would provide for expedited court review in the event of noncompliance, and would allow the court in any expedited review to determine the allocation among the parties to the review. This bill would clarify the duties of stockholders to business corporations and fellow stockholders. This bill would also provide procedures for officers, directors, stockholders, and members of business corporations and nonprofit corporations to follow when the officers, directors, stockholders, and members of business corporations and nonprofit corporations are involved in a conflicting transaction or a corporate opportunity transaction, or both, which if followed would provide the officers, directors, stockholders, and members of business corporations and nonprofit corporations with certain safe harbors.

Statutes affected:
Introduced: 10A-1-1, 10A-1-1, 10A-1-1, 10A-1-2, 10A-1-3, 10A-1-4, 10A-1-4, 10A-1-4, 10A-1-4, 10A-1-4, 10A-1-5, 10A-1-7, 10A-1-7, 10A-2A-1, 10A-2A-2, 10A-2A-2, 10A-2A-2, 10A-2A-6, 10A-2A-8, 10A-2A-8, 10A-2A-14, 10A-2A-16, 10A-2A-16, 10A-2A-16, 10A-3A-1, 10A-3A-2, 10A-3A-2, 10A-3A-4, 10A-3A-4, 10A-3A-4, 10A-3A-8, 10A-3A-8, 10A-5A-4, 10A-8A-4, 10A-8A-5, 10A-9A-3, 10A-17-1