Section 10A-2A-2.01 Incorporators; filing of certificate of incorporation. Section 10A-1-3.04 shall not apply to this chapter. In order to incorporate a corporation, one or more incorporators must execute a certificate of incorporation and deliver it for filing to the Secretary of State. (Act 2019-94, §1; Act 2021-299, §3.)
Section 10A-2A-2.02 Certificate of incorporation. Section 10A-1-3.05 shall not apply to this chapter. Instead: (a) The certificate of incorporation must set forth: (1) a corporate name for the corporation that satisfies the requirements of Article 5 of Chapter 1; (2) the number of shares of stock the corporation is authorized to issue; (3) the street […]
Section 10A-2A-2.03 Liability for preincorporation transactions. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting. (Act 2019-94, §1.)
Section 10A-2A-2.04 Organization of corporation. (a) After incorporation: (1) if initial directors are named in the certificate of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought […]
Section 10A-2A-2.05 Bylaws. (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision that is not inconsistent with law or the certificate of incorporation. (c) The bylaws may contain one or both of the following provisions: (1) a […]
Section 10A-2A-2.06 Emergency bylaws. (a) Unless the certificate of incorporation provides otherwise, the board of directors may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the stockholders, may make all provisions necessary for managing the corporation during the emergency, […]
Section 10A-2A-2.07 Forum selection provisions. (a) The certificate of incorporation or the bylaws may require that any or all internal corporate claims shall be brought exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the corporation […]
