Ala. Code § 10A-2-2.02
This is the official text of Ala. Code § 10A-2-2.02, part of Alabama’s Code — part of the compiled statutory law of Alabama, published by the state as "Code." Browse the sections below, each linked to its official government source.
Not legal advice. This page reproduces the official text of a government statute for reference only. Laws change, and how a statute applies depends on your specific facts. For advice about your situation, consult a licensed attorney in your state.
Section 10A-2-2.02 Supplemental Provisions Required or Permitted in Articles of Incorporation
Official statutory text
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) In addition to the information required to be set forth in a certificate of formation by Section 10A-1-3.05, articles of incorporation of a corporation formed under this chapter must set forth:
(1) The number of shares the corporation is authorized to issue;
(2) The names and addresses of the individuals who are to serve as the initial directors; and
(3) The purpose or purposes for which the corporation is organized, which may be stated to be or to include the transaction of any lawful business for which corporations may be incorporated under this chapter.
(b) The articles of incorporation may set forth:
(1) Provisions not inconsistent with law regarding:
(i) Reservation to the shareholders of the right to adopt the initial bylaws of the corporation;
(ii) Managing the business and regulating the affairs of the corporation;
(iii) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders; or
(iv) A par value for authorized shares or classes of shares;
(2) Any provision that under this chapter is required or permitted to be set forth in the bylaws; and
(3) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for (A) the amount of a financial benefit received by a director to which he or she is not entitled; (B) an intentional infliction of harm on the corporation or the shareholders; (C) a violation of Section 10A-2-8.33; (D) an intentional violation of criminal law; or (E) a breach of the director’s duty of loyalty to the corporation or its shareholders.
(c) The articles of incorporation need not set forth any of the corporate powers enumerated in Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13.
(a) In addition to the information required to be set forth in a certificate of formation by Section 10A-1-3.05, articles of incorporation of a corporation formed under this chapter must set forth:
(1) The number of shares the corporation is authorized to issue;
(2) The names and addresses of the individuals who are to serve as the initial directors; and
(3) The purpose or purposes for which the corporation is organized, which may be stated to be or to include the transaction of any lawful business for which corporations may be incorporated under this chapter.
(b) The articles of incorporation may set forth:
(1) Provisions not inconsistent with law regarding:
(i) Reservation to the shareholders of the right to adopt the initial bylaws of the corporation;
(ii) Managing the business and regulating the affairs of the corporation;
(iii) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders; or
(iv) A par value for authorized shares or classes of shares;
(2) Any provision that under this chapter is required or permitted to be set forth in the bylaws; and
(3) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for (A) the amount of a financial benefit received by a director to which he or she is not entitled; (B) an intentional infliction of harm on the corporation or the shareholders; (C) a violation of Section 10A-2-8.33; (D) an intentional violation of criminal law; or (E) a breach of the director’s duty of loyalty to the corporation or its shareholders.
(c) The articles of incorporation need not set forth any of the corporate powers enumerated in Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13.
Status: reserved · Read it on the official government site
Need a lawyer in Alabama?
Find a Alabama lawyer
About this page: Statute text is reproduced from official government publishers via the
Open US Law dataset
(Vaquill AI, snapshot v2026.08, CC BY 4.0). Primary legislative text like this is public domain under the government-edicts doctrine
(Georgia v. Public.Resource.Org, 2020). We link every section back to its official source so you can verify it independently.