(a) The law of the jurisdiction of formation of a foreign corporation governs:

Terms Used In Alabama Code 10A-2A-15.01

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • state: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Alabama Code 1-1-1
(1) the incorporation and internal affairs of the foreign corporation;
(2) the liability of its stockholders as stockholders for the debts, obligations, or other liabilities of the foreign corporation; and
(3) the authority of the directors and officers of the foreign corporation.
(b) A foreign corporation is not precluded from registering to do business in this state because of any difference between the law of the foreign corporation’s jurisdiction of formation and the law of this state.
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