The Alabama Legislature

This act substantially amends the Alabama Business and Nonprofit Entity Code, Title 10A of, and adds Sections 10A-2A-8.70, 10A-3A-6.14, 10A-3A-8.61, 10A-3A-8.62, and 10A-3A-8.70 to, the Code of Alabama 1975, to: (1) clarify the internal affairs doctrine thereby codifying the relevant common law; (2) provide for entities' filling instruments to be corrected and nullified; (3) prohibit registered agents from performing duties or functions via a virtual office or the retention of a mail forwarding service; (4) provide procedures for the execution of certificates of withdrawal by foreign entities; (5) authorize certain bylaw provisions regarding proxy matters, including proxy solicitations; (6) further provide for the rights of, and procedures governing, owners' and members' requests to inspect entities' records, including expedited judicial review for noncompliance; (7) provide duties of stockholders to the corporation and fellow stockholders; and (8) provide procedures and duties of officers, directors, stockholders, and corporate members regarding conflicting interest transactions and corporate opportunity transactions. This act also repeals Sections 10A-2A-16.10 and 10A-3A-4.20, Code of Alabama 1975, which provided for financial statements for entities' stockholders and members.