Alabama § 10A-2A-10.09 - Effect of Amendment.
Full text of Alabama Code of Alabama § 10A-2A-10.09 — Effect of Amendment., with citation guidance and answers to common questions.
§ 10A-2A-10.09. Effect of Amendment.
(a) An amendment to the certificate of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than the stockholders. An amendment changing a corporation’s name does not affect a proceeding brought by or against the corporation in its former name.
(b) A stockholder who becomes subject to new personal liability in respect of the corporation as a result of an amendment to the certificate of incorporation shall have that new personal liability only in respect of interest holder liabilities that arise after the amendment becomes effective.
(c) Except as otherwise provided in the certificate of incorporation of the corporation, the personal liability of a stockholder who had personal liability in respect of the corporation before the amendment becomes effective and has new personal liability after the amendment becomes effective shall be as follows:
(1) The amendment does not discharge that prior personal liability with respect to any interest holder liabilities that arose before the amendment becomes effective.
(2) The provisions of the certificate of incorporation relating to personal liability as in effect immediately prior to the amendment shall continue to apply to the collection or discharge of any interest holder liabilities preserved by subsection (c)(1), as if the amendment had not occurred.
(3) The stockholder shall have the rights of contribution from other persons as are provided by the certificate of incorporation relating to personal liability as in effect immediately prior to the amendment with respect to any interest holder liabilities preserved by subsection (c)(1), as if the amendment had not occurred.
(4) The stockholder shall not, by reason of any prior personal liability, have personal liability with respect to any interest holder liabilities that arise after the amendment becomes effective.
Frequently Asked Questions About Alabama § 10A-2A-10.09
What does Code of Alabama § 10A-2A-10.09 cover?
Section 10A-2A-10.09 ("Effect of Amendment.") is part of the Code of Alabama, the codified statutory law of Alabama. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Alabama § 10A-2A-10.09?
A common citation format is "Code of Alabama § 10A-2A-10.09" (Alabama). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Alabama law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Alabama official source linked on this page or consult a licensed Alabama attorney.
How does Alabama § 10A-2A-10.09 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Alabama can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Alabama.