AL HB248

Codifies the internal affairs doctrine, establishing that Alabama law governs formation and internal affairs of domestic entities while foreign entities are governed by their jurisdiction of formation; limits oppression/squeeze-out claims to close corporations under Article 2 of Chapter 30

Substantially revises records inspection rights across entity types, requiring 10 business days' written notice, a "proper purpose" directly related to the owner's interest, and reasonable particularity in describing records sought; allows entities to impose confidentiality restrictions, redact unrelated portions, and deny access if the demanding party misused information within the prior 2 years

Creates expedited court review process when entities fail to allow inspection within reasonable time, with courts ordered to dispose of applications on an expedited basis and entities required to pay expenses unless they establish good faith refusal

Prohibits registered agents from performing duties solely through virtual offices, mail forwarding services, or other remote communication means

Creates new Certificate of Nullification filing instrument to void erroneous filing instruments, with corrections and nullifications effective as of the original filing date except for persons who relied on the original

Establishes corporate opportunity safe harbor provisions for business corporation directors and officers who bring opportunities to the corporation's attention before becoming legally obligated and receive disclaimer from qualified directors or stockholders; allows certificates of incorporation to limit or eliminate the duty to offer corporate opportunities

Expands liability limitation provisions in certificates of incorporation for directors and officers, with exceptions for receipt of improper financial benefits, intentional harm, intentional criminal violations, and certain officer claims

Prohibits corporations from imposing stockholder liability for attorney's fees in internal corporate claims through certificate of incorporation provisions

Explicitly prohibits derivative actions in the right of nonprofit corporations under new Section 10A-3A-6.14

Creates comprehensive conflicting interest transaction safe harbors for nonprofit corporations (both membership and nonmembership), protecting transactions approved by majority vote of at least two qualified directors after required disclosure, or that are fair to the corporation