Alabama corporate bylaws are internal documents that outline the rules and procedures for the operation and management of a corporation. These cover essential aspects such as the identification of the organization, its purpose, shareholder rights and responsibilities, officer roles and election procedures, protocols for conducting meetings, record-keeping requirements, indemnification of directors and officers, and dissolution procedures.
Additionally, while it’s not mandatory to file bylaws with the Alabama Secretary of State, they should be kept as part of the corporation’s internal records and made available to shareholders and other relevant parties as needed.
Legal Requirements
Alabama law requires corporations to adopt bylaws (Ala. Code § 10A-2A-2.05). Additionally, it’s crucial to be aware of some further legal requirements when drafting bylaws for your corporation:
- Annual Meetings – § 10A-2A-7.01(a).
- Corporate Bylaws – § 10A-2A-2.05.
- Issuance of Stock – § 10A-2A-6.21.
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” or an abbreviation thereof (choose one).
- Prohibited Words: Language suggesting that the entity is organized for an impermissible objective.
- Name Reservation Period: 120 days.
- Renewal Period: Renewable.
- Transferability: Yes.
Emergency Bylaws
Emergency bylaws are permissible solely in a “catastrophic event” for convening a meeting and managing corporate affairs. Following the conclusion of the catastrophic event, the regular bylaws will resume precedence (§ 10A-2A-2.06).
