Bill > HB248

This bill makes several revisions to Alabama's Business and Nonprofit Entities Code to clarify procedures, correct technical errors, and codify common law principles. Key changes include refining the definition of a "disinterested person" in transactions, clarifying that state law governs the internal affairs of domestic entities, and establishing clearer rules for when an entity's formation is effective. The bill also updates provisions related to record inspection rights for owners and members, allowing entities to impose reasonable restrictions on access and use of confidential information, and specifies conditions under which demands for records may be denied. Additionally, it modifies rules regarding the correction and nullification of filed documents, the requirements for registered agents, and the process for foreign entities to register or withdraw from doing business in the state. For corporations and nonprofit corporations, the bill revises definitions and procedures related to "qualified directors," "conflicting interest transactions," and the handling of "corporate opportunities," aiming to provide clearer guidance on director and officer duties and protections. It also adjusts provisions concerning stockholder and member rights to financial statements and clarifies rules for derivative actions in nonprofit corporations. Finally, the bill repeals certain sections related to financial statements and incorporates their provisions into other sections, with most changes taking effect on August 1, 2026, and not applying to civil actions completed or pending before that date.