Ala. Code § 10A-8A-10.02 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-10.02
Section 10A-8A-10.02 Special Rules for Limited Liability Partnerships Performing Professional Services
Status: in_force

(a) A limited liability partnership shall have the power to render professional services if it complies with the rules of the licensing authority for such profession.

(b) Every individual who renders professional services as a partner or as an employee of a limited liability partnership shall be liable for any negligent or wrongful act or omission in which the individual personally participates to the same extent the individual would be liable if the individual rendered the services as a sole practitioner.

(c) Except as otherwise provided in subsection (b), the personal liability of a partner of any limited liability partnership engaged in providing professional services shall be governed by Section 10A-8A-3.06.

(d) Except as otherwise provided in subsection (b), the personal liability of a partner or employee of a foreign limited liability partnership engaged in providing professional services shall be determined under the law of the jurisdiction which governs the foreign limited liability partnership.

(e) Nothing in this article shall restrict or limit in any manner the authority or duty of a licensing authority with respect to individuals rendering a professional service within the jurisdiction of the licensing authority. Nothing in this article shall restrict or limit any law, rule, or regulation pertaining to standards of professional conduct.

(f) Nothing in this article shall limit the authority of a licensing authority to impose requirements in addition to those stated in this chapter on any limited liability partnership or foreign limited liability partnership rendering professional services within the jurisdiction of the licensing authority.

(g) A partner’s transferable interest in a limited liability partnership organized to render professional services may be voluntarily transferred only to a qualified person.
Ala. Code § 10A-30-1.11 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-1.11
Section 10A-30-1.11 Effect of Article on Professional Relationships; Liability of Members or Shareholders; Applicable to Professional Associations Formed Prior to January 1, 1984
Status: in_force

This article does not modify any law applicable to the relationship between a person furnishing professional services and a person receiving the service, including liability for tort arising out of such professional service and including the confidential relationship between the person rendering the professional service and the person receiving such professional service, if any; and all confidential relationships previously enjoyed under the laws of this state or hereinafter enacted shall remain inviolate. Subject to the foregoing provisions of this section, the members or shareholders of any professional association organized pursuant to this article shall not be individually liable for the debts of, or claims against, the professional association unless such member or shareholder has personally participated in the transaction for which the debt or claim is made or out of which it arises.
Ala. Code § 10A-10-1.24 — Alabama Code / Title 10A / Chapter 10 / Section 10A-10-1.24
Section 10A-10-1.24 Treatment of Distribution
Status: in_force

Distributions made from ordinary income by a real estate investment trust are income. All other distributions made by the trust, including distributions from capital gains, depreciation, or depletion, whether in the form of cash or an option to take new stock or cash or an option to purchase additional shares, are principal.
Ala. Code § 10-2B-7.02 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-7.02
Section 10-2B-7.02 Special Meeting
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-5.11 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.11
Section 10A-1-5.11 Application for Reservation of Name
Status: reserved

(a) To reserve the exclusive use of an entity name, including a fictitious name for a foreign entity whose name is not available, a person must deliver an application to the Secretary of State for filing. Any person may file an application with the Secretary of State to reserve the exclusive use of a name under this article.

(b) The application must set forth the name and address of the applicant and the name proposed to be reserved and must be:

(1) accompanied by any required filing fee; and

(2) signed by the applicant or by the agent or attorney of the applicant.

(c) The name may also be reserved, renewed, withdrawn, and transferred by electronic means as set forth in Section 10A-1-5.17.
Ala. Code § 10-4-406 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-406
Section 10-4-406 Application to Unincorporated Professional Associations
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-14.05 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-14.05
Section 10A-2A-14.05 Effect of Dissolution
Status: in_force

(a) A dissolved corporation continues its existence as a corporation but may not carry on any business except as is appropriate to wind up and liquidate its business and affairs, including:

(1) collecting its assets;

(2) disposing of its properties that will not be distributed in kind to stockholders;

(3) discharging or making provisions for discharging its liabilities;

(4) distributing its remaining property among its stockholders according to their interests; and

(5) doing every other act necessary to wind up and liquidate its business and affairs.

(b) In winding up its business and affairs, a corporation may:

(1) preserve the corporation’s business and affairs and property as a going concern for a reasonable time;

(2) prosecute, defend, or settle actions or proceedings whether civil, criminal, or administrative;

(3) transfer the corporation’s assets;

(4) resolve disputes by mediation or arbitration;

(5) merge or convert in accordance with Article 9 or 11 of this chapter or Article 8 of Chapter 1; and

(6) enter into a stock exchange in accordance with Article 11 of this chapter.

(c) Dissolution of a corporation does not:

(1) transfer title to the corporation’s property;

(2) prevent transfer of its stock or securities;

(3) subject its directors or officers to standards of conduct different from those prescribed in Article 8 of this chapter ;

(4) change (i) quorum or voting requirements for its board of directors or stockholders;

(ii) provisions for selection, resignation, or removal of its directors or officers or both; or

(iii) provisions for amending its bylaws;

(5) prevent commencement of a proceeding by or against the corporation in its corporate name;

(6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or

(7) terminate the authority of the registered agent of the corporation.

(d) A distribution in liquidation under this section may only be made by a dissolved corporation. For purposes of determining the stockholders entitled to receive a distribution in liquidation, the board of directors may fix a record date for determining stockholders entitled to a distribution in liquidation, which date may not be retroactive. If the board of directors does not fix a record date for determining stockholders entitled to a distribution in liquidation, the record date is the date the board of directors authorizes the distribution in liquidation.
Ala. Code § 10A-20-7.14 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-7.14
Section 10A-20-7.14 Tax Exemptions, Credits, and Privileges
Status: in_force

Any tax exemptions, tax credits, or tax privileges granted to banks, savings and loan associations, trust companies, and other financial institutions by any general laws are granted to corporations organized pursuant to this article.
Ala. Code § 10A-5A-1.03 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-1.03
Section 10A-5A-1.03 Knowledge; Notice
Status: in_force

(a) A person knows a fact when the person:

(1) has actual knowledge of it; or

(2) is deemed to know it under law other than this chapter.

(b) A person has notice of a fact when the person:

(1) knows of it;

(2) receives notification of it;

(3) has reason to know the fact from all of the facts known to the person at the time in question; or

(4) is deemed to have notice of the fact under subsection (d).

(c) A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.

(d) A person is deemed to have notice of a limited liability company’s:

(1) matters included in the certificate of formation under Sections 10A-5A-2.01(a)(1), (a)(2), (a)(3), (a)(4) and, if applicable, (a)(5) upon filing;

(2) dissolution, 90 days after a statement of dissolution under Section 10A-5A-7.02(b)(1) becomes effective;

(3) merger or conversion, 90 days after a statement of merger or statement of conversion under Article 10 becomes effective; and

(4) reinstatement, 90 days after a certificate of reinstatement under Section 10A-5A-7.08 becomes effective.

(e) A member’s knowledge, notice or receipt of a notification of a fact relating to the limited liability company is not knowledge, notice or receipt of a notification of a fact by the limited liability company solely by reason of the member’s capacity as a member.
Ala. Code § 10A-3-2.05 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-2.05
Section 10A-3-2.05 Voting of Members
Status: in_force

(a) The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the nonprofit corporation’s governing documents. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.

(b) A member entitled to vote may vote in person or, unless the nonprofit corporation’s governing documents otherwise provide, may vote by proxy executed in writing by the member, or by his or her duly authorized attorney-in-fact. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that the elections may be conducted by mail.

(c) The governing documents of a nonprofit corporation may provide that in all elections of directors every member entitled to vote shall have the right to cumulate his or her vote and to give one candidate a number of votes equal to his or her vote multiplied by the number of directors to be elected, or by distributing the votes on the same principle among any number of the candidates.

(d) If a nonprofit corporation has no members or its members have no right to vote, the directors shall have the sole voting power.
Ala. Code § 10-8A-1002 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-1002
Section 10-8A-1002 Name of Registered Limited Liability Partnership
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-130 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-130
Section 10-4-130 Definitions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-13.08 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-13.08
Section 10A-3A-13.08 Approval by Specified Person or Group of Persons
Status: in_force

(a) The certificate of incorporation of a membership nonprofit corporation may require that a conversion under this article or under Article 8 of Chapter 1 be approved in writing by a specified person or group of persons in addition to the board of directors and members.

(b) The certificate of incorporation of a nonmembership nonprofit corporation may require that a conversion under this article or under Article 8 of Chapter 1 be approved in writing by a specified person or group of persons in addition to the board of directors.

(c) A requirement in the certificate of incorporation described in subsections (a) or (b) of this section may only be approved by the written approval of the specified person or group of persons.
Ala. Code § 10A-20-7.22 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-7.22
Section 10A-20-7.22 Dissolution
Status: in_force

A corporation may, upon the affirmative vote of two thirds of the votes to which the stockholders shall be entitled and two thirds of the votes to which the members shall be entitled, dissolve the corporation. Upon dissolution of the corporation, none of the corporation’s assets shall be distributed to the stockholders until all sums due the members of the corporation as creditors thereof have been paid in full.
Ala. Code § 10-9A-100 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-100
Section 10-9A-100 Interim Distributions
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-2-7.32 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-7.32
Section 10A-2-7.32 Shareholder Agreements
Status: reserved

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.

(a) An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more provisions of this chapter in that it:

(1) Eliminates the authority of the board of directors or restricts the discretion or powers of the board of directors;

(2) Governs the authorization or making of distributions whether or not in proportion to ownership of shares, subject to the limitations in Section 10A-2-6.40;

(3) Establishes who shall be directors or officers of the corporation, or their terms of office or manner of selection or removal;

(4) Governs, in general or in regard to specific matters, the exercise or division of voting power by or between the shareholders and directors or by or among any of them, including use of weighted voting rights or director proxies;

(5) Establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation and any shareholder, director, officer, or employee of the corporation or among any of them;

(6) Transfers to one or more shareholders or other persons all or part of the authority to exercise the corporate powers or to manage the business and affairs of the corporation, including the resolution of any issue about which there exists a deadlock among directors or shareholders;

(7) Requires dissolution of the corporation at the request of one or more of the shareholders or upon the occurrence of a specified event or contingency; or

(8) Otherwise governs the exercise of the corporate powers or the management of the business and affairs of the corporation or the relationship among the shareholders, the directors and the corporation, or among any of them, and is not contrary to public policy.

(b) An agreement authorized by this section shall be:

(1) Set forth (A) in the articles of incorporation or bylaws and approved by all persons who are shareholders at the time of the agreement or (B) in a written agreement that is signed by all persons who are shareholders at the time of the agreement and is made known to the corporation; and

(2) Subject to amendment only by all persons who are shareholders at the time of the amendment, unless the agreement provides otherwise.

(c) The existence of an agreement authorized by this section shall be noted conspicuously on the front or back of each certificate for outstanding shares. If at the time of the agreement the corporation has shares outstanding represented by certificates, the corporation shall recall the outstanding certificates and either add the notation or issue substitute certificates that comply with this subsection. The failure to note the existence of the agreement on the certificate shall not affect the validity of the agreement or any action taken pursuant to it. Any purchaser of shares who, at the time of purchase, did not have knowledge of the existence of the agreement shall be entitled to recision of the purchase. A purchaser shall be deemed to have knowledge of the existence of the agreement if its existence is noted on the certificate for the shares in compliance with this subsection. An action to enforce the right of recision authorized by this subsection must be commenced within the earlier of 90 days after discovery of the existence of the agreement or two years after the time of purchase of the shares.

(d) An agreement authorized by this section shall cease to be effective when shares of the corporation are listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association. If the agreement ceases to be effective for any reason, the board of directors may, if the agreement is contained or referred to in the corporation’s articles of incorporation or bylaws, adopt an amendment of the articles of incorporation or bylaws, without shareholder action, to delete the agreement and any references to it.

(e) An agreement authorized by this section that limits the discretion or powers of the board of directors shall relieve the directors of, and impose upon the person or persons in whom the discretion or powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement.

(f) The existence or performance of an agreement authorized by this section shall not be a ground for imposing personal liability on any shareholder for the acts or debts of the corporation even if the agreement or its performance treats the corporation as if it were a partnership or results in failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement.

(g) Incorporators or subscribers for shares may act as shareholders with respect to an agreement authorized by this section if no shares have been issued when the agreement is made.
Ala. Code § 10-12-51 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-51
Section 10-12-51 Cancellation of Registration
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-5.04 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-5.04
Section 10A-9-5.04 Interim Distributions
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-2-2.04 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-2.04
Section 10A-2-2.04 Liability for Preincorporation Transactions
Status: reserved

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.

Any person purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, is liable for all liabilities created by so acting.
Ala. Code § 10A-2A-11.01 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-11.01
Section 10A-2A-11.01 Definitions
Status: in_force

As used in this article, unless the context otherwise requires, the following terms mean:

(1) ACQUIRED ENTITY means the corporation or foreign corporation that will have all of one or more classes or series of its stock acquired in a stock exchange.

(2) ACQUIRING ENTITY means the corporation or foreign corporation that will acquire all of one or more classes or series of stock of the acquired entity in a stock exchange.

(3) CONSTITUENT CORPORATION means a constituent organization that is a corporation.

(4) CONSTITUENT ORGANIZATION means an organization that is party to a merger under this article.

(5) GOVERNING STATUTE of an organization means the statute that governs the organization’s internal affairs.

(6) ORGANIZATION means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; nonprofit corporation; professional corporation; or any other person having a governing statute. The term includes domestic and foreign organizations whether or not organized for profit.

(7) ORGANIZATIONAL DOCUMENTS means:

(A) for a general partnership or foreign general partnership, its partnership agreement and if applicable, its registration as a limited liability partnership or a foreign limited liability partnership;

(B) for a limited partnership or foreign limited partnership, its certificate of formation and partnership agreement, or comparable writings as provided in its governing statute;

(C) for a limited liability company or foreign limited liability company, its certificate of formation and limited liability company agreement, or comparable writings as provided in its governing statute;

(D) for a business or statutory trust or foreign business or statutory trust its agreement of trust and declaration of trust, or comparable writings as provided in its governing statute;

(E) for a corporation or foreign corporation, its certificate of incorporation, bylaws, and other agreements among its stockholders that are authorized by its governing statute, or comparable writings as provided in its governing statute;

(F) for a nonprofit corporation or foreign nonprofit corporation, its certificate of incorporation, bylaws, and other agreements that are authorized by its governing statute, or comparable writings as provided in its governing statute;

(G) for a professional corporation or foreign professional corporation, its certificate of incorporation, bylaws, and other agreements among its stockholders that are authorized by its governing statute, or comparable writings as provided in its governing statute; and

(H) for any other organization, the basic writings that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.

(8) NEW PERSONAL LIABILITY means personal liability of a person, resulting from a merger or stock exchange, that is (i)(A) in respect of an entity which is different from the entity in which the person held stock or eligible interests immediately before the merger became effective, or (B) in respect of an entity which is different from the entity in which the person held stock immediately before the stock exchange became effective; or (ii) in respect of the same entity as the one in which the person held stock or eligible interests immediately before the merger became effective if (A) the person did not have personal liability immediately before the merger became effective, or (B) the person had personal liability immediately before the merger became effective, the terms and conditions of which were changed when the merger became effective; or (iii) in respect of the same entity as the one in which the person held stock immediately before the stock exchange became effective if (A) the person did not have personal liability immediately before the stock exchange became effective, or (B) the person had personal liability immediately before the stock exchange became effective, the terms and conditions of which were changed when the stock exchange became effective.

(9) PLAN OF MERGER. Except as set forth in Section 10A-2A-11.02(g), a plan of merger, whether referred to as a plan of merger, an agreement of merger, a merger agreement, a plan and agreement of merger, an agreement and plan of merger, or otherwise, means a writing described in Section 10A-2A-11.02 and includes any agreement, instrument, or other document referenced therein or associated therewith that sets forth the terms and conditions of the merger.

(10) SURVIVING ORGANIZATION means an organization into which one or more other organizations are merged under this article, whether the organization pre-existed the merger or was created pursuant to the merger.
Ala. Code § 10A-9-7.02 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-7.02
Section 10A-9-7.02 Transfer of Partner’s Transferable Interest
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-20-7.23 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-7.23
Section 10A-20-7.23 Applicability of Laws Regulating Securities
Status: in_force

The provisions of Title 8 and any other laws of this state regulating the issue, registration, and sale of securities shall not apply to any security issued by a corporation organized under this article.
Ala. Code § 10A-8-1.04 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-1.04
Section 10A-8-1.04 Effect of Partnership Agreement; Nonwaivable Provisions
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10A-9-10.01 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-10.01
Section 10A-9-10.01 Direct Action by Partner
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-12-57 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-57
Section 10-12-57 Recording of Articles of Merger; Effect When Secretary of State Files Articles; Copy of Certified Articles Conclusive Evidence of Matters
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-1101 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1101
Section 10-9C-1101 Definitions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-15.04 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-15.04
Section 10-2B-15.04 Amended Certificate of Authority
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-176 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-176
Section 10-4-176 Declaratory Actions - Averments of Plaintiff
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-8.50 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.50
Section 10-2B-8.50 Definitions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-8.44 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.44
Section 10A-3A-8.44 Contract Rights of Officers
Status: in_force

(a) The election or appointment of an officer does not itself create contract rights.

(b) An officer’s removal does not affect the officer’s contract rights, if any, with the nonprofit corporation. An officer’s resignation does not affect the nonprofit corporation’s contract rights, if any, with the officer.
Ala. Code § 10-9C-605 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-605
Section 10-9C-605 Effect of Dissociation as General Partner
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-17.03 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-17.03
Section 10-2B-17.03 Saving Provisions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3-2.10 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-2.10
Section 10A-3-2.10 Board of Directors; Vacancies
Status: in_force

(a) Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, unless the governing documents of the nonprofit corporation provide that a vacancy or directorship so created shall be filled in some other manner, in which case the provision shall control.

(b) A director elected or appointed, as the case may be, to fill a vacancy shall be elected or appointed for the unexpired term of his or her predecessor in office.

(c) Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors for a term of office continuing only until the next election of directors.
Ala. Code § 10A-5A-11.10 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-11.10
Section 10A-5A-11.10 Effect of Dissolution of Series
Status: in_force

(a) A dissolved series continues its existence as a series but may not carry on any activities and affairs except as is appropriate to wind up and liquidate its activities and affairs, including:

(1) collecting the assets of the series;

(2) disposing of the properties of the series that will not be distributed in kind to persons owning transferable interests;

(3) discharging or making provisions for discharging the liabilities of the series;

(4) distributing the remaining property of the series in accordance with Section 10A-5A-11.14; and

(5) doing every other act necessary to wind up and liquidate the series’ activities and affairs.

(b) In winding up a series’ activities and affairs, a series may:

(1) preserve the series’ activities and affairs and property as a going concern for a reasonable time;

(2) prosecute, defend, or settle actions or proceedings whether civil, criminal, or administrative;

(3) transfer the series’ property; and

(4) resolve disputes by mediation or arbitration.

(c) The dissolution of a series does not:

(1) transfer title to the series’ property;

(2) prevent the commencement of a proceeding by or against the series in the series’ name;

(3) terminate, abate, or suspend a proceeding pending by or against the series on the effective date of dissolution; or

(4) abate, suspend, or otherwise alter the application of Section 10A-5A-3.01.
Ala. Code § 10-2B-2.04 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-2.04
Section 10-2B-2.04 Liability for Preincorporation Transaction
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-11.08 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-11.08
Section 10A-8A-11.08 Taxation of Limited Liability Partnership
Status: in_force

A limited liability partnership and a foreign limited liability partnership shall be taxed as a partnership in accordance with Section 40-18-24, as amended from time to time, will file partnership returns as required by Section 40-18-28, as amended from time to time, and shall for all other tax purposes be taxed as a partnership, all being subject to the limited liability partnership and a foreign limited liability partnership maintaining its status as a partnership under federal income tax law.
Ala. Code § 10A-3-2.01 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-2.01
Section 10A-3-2.01 Members
Status: in_force

(a) A nonprofit corporation may have one or more classes of members or may have no members. If the nonprofit corporation has one or more classes of members, the designation of the class or classes, the manner of election or appointment and the qualifications and rights of the members of each class shall be set forth in the governing documents. If the nonprofit corporation has no members, that fact shall be set forth in the certificate of formation. A nonprofit corporation may issue certificates evidencing membership therein.

(b) The members of the nonprofit corporation shall not be liable for obligations of the corporation.
Ala. Code § 10-9A-6.06 — Alabama Code / Title 10A / Chapter 9 / Section 10-9A-6.06
Section 10-9A-6.06 Power to Bind and Liability to Limited Partnership Before Dissolution of Partnership of Person Dissociated as General Partner
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-9A-103 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-103
Section 10-9A-103 Distribution Upon Withdrawal
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-2-3.04 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-3.04
Section 10A-2-3.04 Ultra Vires
Status: reserved

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.

(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

(b) A corporation’s power to act may be challenged:

(1) In a proceeding by a shareholder against the corporation to enjoin the act;

(2) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or

(3) In a proceeding by the Attorney General under Section 10A-2-14.30.

(c) In a shareholder’s proceeding under subsection (b)(1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
Ala. Code § 10-2B-7.23 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-7.23
Section 10-2B-7.23 Shares Held by Nominees
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-10.03 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-10.03
Section 10A-9-10.03 Proper Plaintiff
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-20-6.10 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-6.10
Section 10A-20-6.10 Regulation of Rates, Charges, Fees, and Dues
Status: in_force

The rates, charges, fees, and dues to be paid by the public for benefits under a health service plan and for contracts or certificates covering same shall not be unreasonably high or excessive, shall be adequate to meet the liability assumed under the contracts and all expenses in connection therewith, shall be adequate for the safeness and soundness of the corporation, and shall take into account past and prospective loss experience. A health care service corporation shall file with the Commissioner of Insurance any change in its rates, charges, fees, and dues, and, as soon as reasonably possible after the filing has been made the commissioner shall, in writing, approve or disapprove the same, provided that, unless disapproved within 30 days after filing, the changed rates, charges, fees, or dues shall be deemed to be approved. The commissioner shall approve the rates, charges, fees, and dues which are consistent with and shall disapprove the rates, charges, fees, and dues which are not consistent with the standards and factors set forth in the first sentence of this section; provided, that notwithstanding the foregoing, when a filing of changes in rates, charges, fees, and dues for existing classifications of risks does not involve a change in the relationship between the rates and the expense portion thereof or does not involve a change of the element of expenses which are paid as a percentage of premiums and does not involve a change in rate relativities among the classifications on any basis other than loss experience, the changed rates in the filing shall become effective upon the date or dates specified in the filing and shall be deemed to meet the requirements of this section.
Ala. Code § 10-11-5 — Alabama Code / Title 10 / Chapter 11 / Section 10-11-5
Section 10-11-5 Construction
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-3.01 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-3.01
Section 10A-2A-3.01 Purposes
Status: in_force

(a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the certificate of incorporation.

(b) A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute.
Ala. Code § 10A-5A-4.03 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-4.03
Section 10A-5A-4.03 Contribution
Status: in_force

A contribution by a member may be made to a limited liability company as agreed upon by the members. A contribution by a member associated with a series may be made to that series as agreed upon by the members associated with that series.
Ala. Code § 10A-3-7.14 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-7.14
Section 10A-3-7.14 Liquidation - Discontinuance of Liquidation Proceedings
Status: in_force

The liquidation of the assets and affairs of a nonprofit corporation may be discontinued at anytime during the liquidation proceedings when it is established that cause for liquidation no longer exists. In that event, the court shall dismiss the proceedings and direct the receiver to redeliver to the nonprofit corporation all its remaining property and assets.
Ala. Code § 10A-1-3.02 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.02
Section 10A-1-3.02 Formation and Existence of Nonfiling Entities
Status: in_force

The requirements for the formation of and the determination of the existence of a nonfiling entity are governed by the chapter of this title which applies to that entity.
Ala. Code § 10A-3A-4.02 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-4.02
Section 10A-3A-4.02 Inspection Rights of Members. (Amended by 2026-495)
Status: in_force

AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE.

(a) A member of a membership nonprofit corporation is entitled to inspect and copy, during regular business hours at the membership nonprofit corporation’s principal office, any of the records of the membership nonprofit corporation described in Section 10A-3A-4.01(a), excluding minutes of meetings of, and records of actions taken without a meeting by, the membership nonprofit corporation’s board of directors and board committees established under Section 10A-3A-8.25, if the member gives the membership nonprofit corporation a signed written notice of the member’s demand at least five business days before the date on which the member wishes to inspect and copy.

(b) A member of a membership nonprofit corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the membership nonprofit corporation, any of the following records of the membership nonprofit corporation if the member meets the requirements of subsection (c) and gives the membership nonprofit corporation a signed written notice of the member’s demand at least five business days before the date on which the member wishes to inspect and copy:

(1) the financial statements of the membership nonprofit corporation maintained in accordance with Section 10A-3A-4.01(b);

(2) accounting records of the membership nonprofit corporation; and

(3) excerpts from minutes of any meeting of, or records of any actions taken without a meeting by, the board of directors and board committees maintained in accordance with Section 10A-3A-4.01(a); and

(4) subject to Section 10A-3A-4.06, the record of members maintained in accordance with Section 10A-3A-4.01(d).

(c) A member may inspect and copy the records described in subsection (b) only if:

(1) the member’s demand is made in good faith and for a proper purpose;

(2) the member’s demand describes with reasonable particularity the member’s purpose and the records the member desires to inspect; and

(3) the records are directly connected with the member’s purpose.

(d) The membership nonprofit corporation may impose reasonable restrictions and conditions on access to and use of the records to be inspected and copied under subsections (a) and (b), including designating information confidential and imposing nondisclosure and safeguarding, and may further keep confidential from its members and other persons, for a period of time as the membership nonprofit corporation deems reasonable any information that the membership nonprofit corporation reasonably believes to be in the nature of a trade secret or other information the disclosure of which the membership nonprofit corporation in good faith believes is not in the best interest of the membership nonprofit corporation or could damage the membership nonprofit corporation or its activities or affairs, or that the membership nonprofit corporation is required by law or by agreement with a third party to keep confidential. In any dispute concerning the reasonableness of a restriction under this subsection, the membership nonprofit corporation has the burden of proving reasonableness.

(e) For any meeting of members for which the record date for determining members entitled to vote at the meeting is different than the record date for notice of the meeting, any person who becomes a member subsequent to the record date for notice of the meeting and is entitled to vote at the meeting is entitled to obtain from the membership nonprofit corporation upon request the notice and any other information provided by the membership nonprofit corporation to members in connection with the meeting, unless the membership nonprofit corporation has made that information generally available to members by posting it on its website or by other generally recognized means. Failure of a membership nonprofit corporation to provide that information does not affect the validity of action taken at the meeting.

(f) Subject to Section 10A-3A-4.20, the right of inspection granted by subsection (b) may be limited by a membership nonprofit corporation’s certificate of incorporation.

(g) This section does not affect:

(1) the right of a member to inspect records under Section 10A-3A-7.20 or, if the member is in litigation with the membership nonprofit corporation, to the same extent as any other litigant; or

(2) the power of a court, independently of this chapter, to compel the production of corporate records for examination and to impose reasonable restrictions as provided in Section 10A-3A-4.04(c), provided that, in the case of production of records described in subsection (b) of this section at the request of the member, the member has met the requirements of subsection (c) of this section.
Ala. Code § 10A-8A-11.05 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-11.05
Section 10A-8A-11.05 Repeals
Status: reserved

Effective January 1, 2019, the following parts of the Code of Alabama 1975, are repealed: Section 10A-1-7.33 and Chapter 8 of Title 10A, comprised of Sections 10A-8-1.01 to 10A-8-11.04, inclusive, as amended and in effect immediately before the effective date of this act.
Ala. Code § 10-2B-2.06 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-2.06
Section 10-2B-2.06 Bylaws
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-7.04 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-7.04
Section 10A-9A-7.04 Power of Personal Representative of Deceased Partner
Status: in_force

If a partner dies, the deceased partner’s personal representative or other legal representative may:

(a) for the period of time, if any, that the deceased partner’s personal representative or other legal representative holds the deceased partner’s transferable interest:

(1) exercise the rights of a holder of transferable interests under this chapter;

(2) exercise the rights of a transferee under Section 10A-9A-7.02; and

(3) for purposes of settling the estate, exercise the rights of a current limited partner under Section 10A-9A-3.04; and

(b) for the period of time that the deceased partner’s personal representative or other legal representative does not hold the deceased partner’s transferable interest, for purposes of settling the estate, exercise the rights of a person dissociated as a limited partner under Section 10A-9A-3.04.
Ala. Code § 10-2B-8.23 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.23
Section 10-2B-8.23 Waiver of Notice
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-11-1.03 — Alabama Code / Title 10A / Chapter 11 / Section 10A-11-1.03
Section 10A-11-1.03 Election as Employee Cooperative
Status: in_force

Any corporation governed by the Alabama Business Corporation Law may elect to be governed as an employee cooperative under this chapter, by so stating in its certificate of formation or certificate of amendment filed in accordance with the Alabama Business Corporation Law.
Ala. Code § 10A-3A-9.02 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-9.02
Section 10A-3A-9.02 Amendment of Certificate of Incorporation of Membership Nonprofit Corporation Before Admission of Members
Status: in_force

Subject to Section 10A-3A-9.30 , if a membership nonprofit corporation has not yet admitted any members, the board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the membership nonprofit corporation’s certificate of incorporation.
Ala. Code § 10A-17-1.17 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-1.17
Section 10A-17-1.17 Savings Clause
Status: in_force

This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect.
Ala. Code § 10A-9-8.12 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-8.12
Section 10A-9-8.12 Disposition of Assets; When Contributions Required
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-4-100 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-100
Section 10-4-100 Applicability of Article
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3-5.01 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-5.01
Section 10A-3-5.01 Procedure for Merger
Status: in_force

(a) Any two or more domestic nonprofit corporations may merge into one of the corporations pursuant to a plan of merger approved in the manner provided in this chapter.

(b) Each nonprofit corporation shall adopt a plan of merger setting forth:

(1) The names of the nonprofit corporations proposing to merge, and the name of the nonprofit corporation into which they propose to merge, which is hereinafter designated as the surviving nonprofit corporation.

(2) The terms and conditions of the proposed merger.

(3) A statement of any changes in the certificate of formation of the surviving nonprofit corporation to be effected by the merger.

(4) The other provisions with respect to the proposed merger as are deemed necessary or desirable.
Ala. Code § 10-3A-24 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-24
Section 10-3A-24 Change of Registered Office or Registered Agent
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-8.04 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.04
Section 10A-2-8.04 Election of Directors by Certain Classes of Shareholders
Status: reserved

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.

If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class, or classes, of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
Ala. Code § 10A-2-6.30 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-6.30
Section 10A-2-6.30 Shareholders’ Preemptive Rights
Status: reserved

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.

(a) The shareholders of a corporation have a preemptive right to acquire the corporation’s unissued shares except to the extent the articles of incorporation otherwise provide.

(b) The following principles govern a shareholder’s preemptive rights under this section, except to the extent the articles of incorporation expressly provide otherwise:

(1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation’s unissued shares upon the decision of the board of directors to issue them.

(2) A shareholder may waive his or her preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.

(3) There is no preemptive right with respect to:

(i) Shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;

(ii) Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates; or

(iii) Shares sold otherwise than for money.

(4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class.

(5) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.

(6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders’ preemptive rights.

(c) For purposes of this section, “shares” include a security convertible into or carrying a right to subscribe for or acquire shares.
Ala. Code § 10A-2-10.21 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-10.21
Section 10A-2-10.21 Bylaw Increasing Quorum or Voting Requirement for Shareholders
Status: reserved

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.

(a) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is required by this chapter. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.

(b) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) may not be adopted, amended, or repealed by the board of directors.
Ala. Code § 10A-9A-10.07 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-10.07
Section 10A-9A-10.07 Action on Plan of Merger by Constituent Limited Partnership
Status: in_force

(a) Subject to Section 10A-9A-10.10, a plan of merger must be consented to by all the partners of a constituent limited partnership.

(b) Subject to Section 10A-9A-10.10 and any contractual rights, after a merger is approved, and at any time before a filing is made under Section 10A-9A-10.08, a constituent limited partnership may amend the plan or abandon the merger:

(1) as provided in the plan; and

(2) except as prohibited by the plan, with the same consent as was required to approve the plan.
Ala. Code § 10A-9A-8.05 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-8.05
Section 10A-9A-8.05 Liability After Dissolution of General Partner and Person Dissociated as General Partner to Limited Partnership, Other General Partners, and Persons Dissociated as General Partner
Status: in_force

(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under Section 10A-9A-8.04(a) by an act that is not appropriate for winding up the partnership’s activities and affairs, the general partner is liable:

(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and

(2) if another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.

(b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under Section 10A-9A-8.04(b), the person is liable:

(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and

(2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
Ala. Code § 10A-8-1.05 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-1.05
Section 10A-8-1.05 Supplemental Principles of Law
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10-9A-6.07 — Alabama Code / Title 10A / Chapter 9 / Section 10-9A-6.07
Section 10-9A-6.07 Liability to Other Persons of Person Dissociated as General Partner
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-17-2.05 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.05
Section 10A-17-2.05
Status: in_force

(a) Unless prohibited or otherwise limited by its written rules or governing documents, a decentralized unincorporated nonprofit association in its name may acquire, hold, encumber, or transfer an estate or interest in real or personal property.

(b) Unless prohibited or otherwise limited by its written rules or governing documents, a decentralized unincorporated nonprofit association may be a legatee, devisee, or beneficiary of a trust or contract.

(c) Real and personal property in Alabama may be acquired, held, encumbered, and transferred by a decentralized unincorporated nonprofit association, whether it or a member has any other relationship to Alabama.
Ala. Code § 10A-2A-8.60 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.60
Section 10A-2A-8.60 Interested Directors; Quorum. (Amended by 2026-495)
Status: in_force

AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE.

(a) No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other entity in which one or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or committee which authorizes the contract or transaction, or solely because the director’s or officer’s votes are counted for that purpose, if:

(1) The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the qualified directors, even though the qualified directors be less than a quorum; or

(2) The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.
Ala. Code § 10A-3A-8.60 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.60
Section 10A-3A-8.60 Interested Directors; Quorum. (Amended by 2026-495)
Status: in_force

AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE.

(a) No contract or transaction between a nonprofit corporation and one or more of its directors or officers, or between a nonprofit corporation and any other corporation, partnership, association, or other entity in which one or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or committee which authorizes the contract or transaction, or solely because the director’s or officer’s votes are counted for that purpose, if:

(1) The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee of a nonmembership nonprofit corporation, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the qualified directors, even though the qualified directors be less than a quorum; or

(2) The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to (i) the members in a membership nonprofit corporation entitled to vote thereon or (ii) the qualified directors of the board of directors in a membership nonprofit corporation, and the contract or transaction is specifically approved in good faith by vote of the members in a membership nonprofit corporation or the qualified directors of the board of directors in a membership nonprofit corporation; or

(3) The contract or transaction is fair as to the nonprofit corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee, or the members.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.
Ala. Code § 10A-9A-9.04 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-9.04
Section 10A-9A-9.04 Demand
Status: in_force

A partner may commence a derivative action in the right of the limited partnership, if:

(a) the partner first makes a written demand upon general partners requesting that they cause the limited partnership to bring an action to enforce the right and the general partners do not bring the action within a reasonable time; or

(b) a demand under subsection (a) would be futile.
Ala. Code § 10A-30-1.13 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-1.13
Section 10A-30-1.13 Withdrawal of Members and Employees Becoming Disqualified to Practice; Proceedings to Dissolve Noncomplying Association; Applicable to Professional Associations Formed Prior to January 1, 1984
Status: in_force

If any member, shareholder, agent, or employee of a professional association becomes legally disqualified to render a professional service within the state or accepts employment or is elected to a public office that, pursuant to existing law, is a restriction or limitation upon rendering of professional service, he or she shall sever all employment with, or financial interest in, such professional association forthwith. A professional association’s failure to comply or require compliance with this section shall be a ground for the forfeiture of its right to render professional service as a professional association pursuant to this article. When a professional association’s failure to comply with this section is brought to the attention of the Secretary of State, the Secretary of State shall certify that fact to the Attorney General for appropriate action to dissolve the professional association.
Ala. Code § 10A-20-6.06 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-6.06
Section 10A-20-6.06 Altering, Amending, or Changing Certificate of Formation
Status: in_force

The corporation may change its corporate name, the location of its principal office, or make other alteration, amendment, or change in its certificate of formation, as may be desired in the following manner:

(1) Its board of directors by a majority vote thereof, either in person or by proxy, at any regular meeting of the board, or at any special meeting called for the purpose, shall adopt a resolution or resolutions setting forth the respect or respects in which the certificate of formation of the corporation shall be altered, amended, or changed;

(2) The report thereof, certified by the president or the secretary of the corporation under corporate seal, if any, shall be delivered to the Secretary of State for filing; and

(3) Upon the filing of same, its certificate of formation shall be deemed to be altered, amended, or changed; provided, that the certificate of alteration, amendment, or change shall contain only the provisions as would be lawful and proper to insert in an original certificate of formation made at the time of making the amendment.
Ala. Code § 10A-2-8.42 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.42
Section 10A-2-8.42 Standards of Conduct for Officers
Status: reserved

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.

(a) An officer with discretionary authority shall discharge his or her duties under that authority:

(1) In good faith;

(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(3) In a manner he or she reasonably believes to be in the best interests of the corporation.

(b) In discharging his or her duties an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(1) One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or

(2) Legal counsel, public accountants, certified public accountants, or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence.

(c) An officer is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.

(d) An officer is not liable for any action taken as an officer, or any failure to take any action, if he or she performed the duties of his or her office in compliance with this section.
Ala. Code § 10-15-3 — Alabama Code / Title 10 / Chapter 15 / Section 10-15-3
Section 10-15-3 Conversions of Business Entities; Documentation and Filing Requirements; Effective Date of Conversion; Effects of Conversion
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2A-300 — Alabama Code / Title 10 / Chapter 2A / Section 10-2A-300
Section 10-2A-300 Law Applicable to Close Corporations
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3-2.02 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-2.02
Section 10A-3-2.02 Meetings of Members, Remote Communication
Status: in_force

(a) Unless the board of directors determines to hold the meeting of the members solely by means of remote communication in accordance with subsections (d), (e), and (f), meetings of members may be held at the place, either within or without Alabama, as may be provided in the bylaws and, in the absence of any provision, all meetings shall be held at the registered office of the corporation in Alabama.

(b) An annual meeting of the members shall be held at the time as may be provided in the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.

(c) Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by other officers or persons or number or proportion of members as may be provided in the governing documents. In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having one-twentieth of the votes entitled to be cast at the meeting.

(d) Members may participate in any meeting of the members by means of remote communication to the extent the governing authority authorizes participation for that meeting. Participation as a member by means of remote communication shall be subject to guidelines and procedures as the governing authority adopts and shall be in conformity with this subsection.

(e) Members participating in a meeting of the members by means of remote communication shall be deemed present and may vote at that meeting if the corporation has implemented reasonable measures:

(1) to verify that each person participating remotely as a member is a member; and

(2) to provide members participating remotely a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with the proceedings.

(f) Unless the certificate of incorporation or bylaws require the meeting of members to be held at a place, the governing authority may determine that any meeting of the members shall not be held at any place and shall instead be held solely by means of remote communication, but only if the corporation implements the measures specified in subsection (e).
Ala. Code § 10A-3A-14.03 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-14.03
Section 10A-3A-14.03 Saving Provisions
Status: reserved

(a) Except as provided in subsection (b), the repeal of a statute by this chapter does not affect:

(1) the operation of the statute or any action taken under it before its repeal;

(2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;

(3) any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation before its repeal; or

(4) any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.

(5) the application of Article 16 of Chapter 20 of this Title to any “officer” and “qualified entity” as such terms are defined in Article 16 of Chapter 20 of this Title.

(b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment, if not already imposed, shall be imposed in accordance with this chapter.
Ala. Code § 10A-20-6.04 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-6.04
Section 10A-20-6.04 Board of Directors
Status: in_force

The property and business of the corporation shall be managed by a board of directors with the powers and authority necessary or incidental to the purposes of the corporation. The board shall be composed of not less than 15 nor more than 27 directors. Public directors, who shall reflect the social, economic, and geographic characteristics of the population served by the corporation, shall constitute at least a majority of the board. Providers of health care and their representatives may also serve on the board, but in no event may constitute a majority thereof. Persons who derive income from the delivery or administration of health care or services shall not be eligible to serve as public directors. The bylaws of the corporation shall contain a provision requiring the board:

(1) To establish a procedure for the disclosure of and the determination of whether a person is a provider or a representative of a provider of health care and possible conflict of interest situations with respect to directors; and

(2) To establish and select an advisory committee consisting of not more than seven persons, not members of the board, who are knowledgeable in providing health services and whose functions shall be to consult with and advise the board of directors.
Ala. Code § 10-3B-9 — Alabama Code / Title 10 / Chapter 3B / Section 10-3B-9
Section 10-3B-9 Effect of Judgment or Order
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3-7.13 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-7.13
Section 10A-3-7.13 Liquidation - Filing of Claims in Liquidation Proceedings
Status: in_force

In proceedings to liquidate the assets and affairs of a nonprofit corporation, the court may require all creditors of the nonprofit corporation to file with the clerk of the court or with the receiver, in the form as the court may prescribe, proofs under oath of their respective claims. If the court requires the filing of claims, it shall fix a date, which shall be not less than four months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed. Prior to the date so fixed, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claim on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the nonprofit corporation.
Ala. Code § 10-13-23 — Alabama Code / Title 10 / Chapter 13 / Section 10-13-23
Section 10-13-23 Treatment of Corporate Real Estate Investment Trust
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-7.04 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-7.04
Section 10A-8A-7.04 Statement of Dissociation
Status: in_force

(a) A person dissociated as a partner or the partnership may file a statement of dissociation stating the name of the partnership and that the person is dissociated as a partner from the partnership.

(b) A statement of dissociation is a limitation on the authority of a person dissociated as a partner for the purposes of Section 10A-8A-3.03.
Ala. Code § 10A-9-8.08 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-8.08
Section 10A-9-8.08 Liability of General Partner and Person Dissociated as General Partner When Claim Against Limited Partnership Barred
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-9C-1113 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1113
Section 10-9C-1113 Article Not Exclusive
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-8.43 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.43
Section 10A-3A-8.43 Resignation and Removal of Officers
Status: in_force

Division C of Article 3 of Chapter 1 shall not apply to this chapter. Instead:

(a) An officer may resign at any time by delivering a written notice to the board of directors, its chair, the appointing officer, the secretary, or the nonprofit corporation. A resignation is effective as provided in Section 10A-3A-1.03 unless the notice provides for a delayed effectiveness, including effectiveness determined upon a future event or events. If effectiveness of a resignation is stated to be delayed and the board of directors or the appointing officer accepts the delay, the board of directors or the appointing officer may fill the pending vacancy before the delayed effectiveness, but the new officer may not take office until the vacancy occurs.

(b) An officer may be removed at any time with or without cause by (i) the board of directors; (ii) the appointing officer, unless the certificate of incorporation, bylaws, or the board of directors provide otherwise; or (iii) any other officer if authorized by the certificate of incorporation, bylaws, or the board of directors.

(c) In this section, “appointing officer” means the officer (including any successor to that officer) who appointed the officer resigning or being removed.
Ala. Code § 10-4-389 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-389
Section 10-4-389 Death or Disqualification of Shareholder
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-8.52 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.52
Section 10A-2-8.52 Mandatory Indemnification
Status: reserved

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.

A corporation shall indemnify a director who was successful, on the merits or otherwise, in the defense of any proceeding, or of any claim, issue or matter in the proceeding, where he or she was a party because he or she is or was a director of the corporation, against reasonable expenses incurred in connection therewith, notwithstanding that he or she was not successful on any other claim, issue or matter in any proceeding.
Ala. Code § 10A-2A-14.06 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-14.06
Section 10A-2A-14.06 Known Claims Against Dissolved Corporation
Status: in_force

(a) A dissolved corporation may dispose of any known claims against it by following the procedures described in subsection (b) at any time after the effective date of the dissolution of the corporation.

(b) A dissolved corporation may give written notice of the dissolution to the holder of any known claim. The notice must:

(1) identify the dissolved corporation;

(2) describe the information required to be included in a claim;

(3) provide a mailing address to which the claim is to be sent;

(4) state the deadline, which may not be fewer than 120 days from the effective date of the notice, by which the dissolved corporation must receive the claim; and

(5) state that if not sooner barred, the claim will be barred if not received by the deadline.

(c) Unless sooner barred by any other statute limiting actions, a claim against a dissolved corporation is barred:

(1) if a claimant who was given notice under subsection (b) does not deliver the claim to the dissolved corporation by the deadline; or

(2) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.

(d) For purposes of this section, “known claim” or “claim” includes unliquidated claims, but does not include a contingent liability that has not matured so that there is no immediate right to bring suit or a claim based on an event occurring after the effective date of dissolution.

(e) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.
Ala. Code § 10A-3A-6.40 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-6.40
Section 10A-3A-6.40 Distributions
Status: in_force

(a) Except as permitted or required by law other than this chapter, or contractual obligations, a nonprofit corporation shall not make distributions to its members, directors, or officers. Any permitted or required distribution is subject to the limitations set forth in subsection (c).

(b) The board of directors of a membership nonprofit corporation may fix the record date for determining members entitled to a distribution, which date may not be retroactive. If the board of directors does not fix a record date for determining members entitled to a distribution, the record date is the date the board of directors authorizes the distribution.

(c) No distribution may be made if, after giving it effect:

(1) the nonprofit corporation would not be able to pay its debts as they become due in the usual course of its activities and affairs; or

(2) the nonprofit corporation’s unrestricted total assets would be less than the sum of its total liabilities other than those liabilities which are solely secured by the nonprofit corporation’s restricted assets.

(d) The board of directors may base a determination that a distribution is not prohibited under subsection (c) either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.

(e) The effect of a distribution under subsection (c) is measured as of (i) the date the distribution is authorized if the payment occurs within 120 days after the date of authorization or (ii) the date the payment is made if it occurs more than 120 days after the date of authorization.

(f) This section shall not apply to distributions in liquidation under Article 11.

(g) This section shall not apply to a contract or transaction with a member, director, or officer, which contract or transaction is authorized pursuant to Section 10A-3A-8.60.
Ala. Code § 10A-20-14.01 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-14.01
Section 10A-20-14.01 Wholesale Merchants; Authority to Form Corporation
Status: in_force

Whenever 10 or more wholesale merchants wish to form an association, cooperative society, or corporation for nonprofit purposes in the sense of not paying interest or dividends on stock, but for mutual benefit through the application of cooperation or other economic principles, they may become a body corporate in the manner provided in Chapter 4.
Ala. Code § 10A-3A-11.20 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-11.20
Section 10A-3A-11.20 Grounds for Judicial Dissolution
Status: in_force

The circuit court for the county in which the nonprofit corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the nonprofit corporation’s most recent registered office is located may dissolve a nonprofit corporation:

(1) in a proceeding by the Attorney General if it is established that:

(i) the nonprofit corporation obtained its certificate of incorporation through fraud; or

(ii) the nonprofit corporation has continued to exceed or abuse the authority conferred upon it by law;

(2) in a proceeding by a director, or members holding at least 25 percent of the aggregate voting power of all of the members entitled to vote on dissolution, unless the certificate of incorporation reduces or eliminates that percentage requirement, if it is established that:

(i) the directors are deadlocked in the management of the corporate affairs, the members, if any, are unable to break the deadlock, and irreparable injury to the nonprofit corporation or its mission is threatened or being suffered, because of the deadlock;

(ii) the directors or those in control of the nonprofit corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;

(iii) the members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired;

(iv) the corporate assets are being misapplied or wasted;

(v) the nonprofit corporation has insufficient assets to continue its activities and affairs;

(vi) the nonprofit corporation is not able to assemble a quorum of directors or members; or

(vii) the nonprofit corporation has abandoned its activities and affairs and has failed within a reasonable time to liquidate and distribute its assets and dissolve; or

(3) in a proceeding by a creditor if it is established that:

(i) the creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the nonprofit corporation is insolvent; or

(ii) the nonprofit corporation has admitted in writing that the creditor’s claim is due and owing and the nonprofit corporation is insolvent;

(4) in a proceeding by the nonprofit corporation to have its voluntary dissolution continued under court supervision; or

(5) in a proceeding by an interested person, as determined by the court, if it is established that:

(i) there is not at least one member or director of the nonprofit corporation; and

(ii) a member or director cannot be elected in accordance with the certificate of incorporation or bylaws of the nonprofit corporation.
Ala. Code § 10-3B-2 — Alabama Code / Title 10 / Chapter 3B / Section 10-3B-2
Section 10-3B-2 Definitions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-8.25 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.25
Section 10A-3A-8.25 Board and Advisory Committees
Status: in_force

(a) A committee of the board of directors composed exclusively of one or more directors may be established to perform functions of the board:

(1) by the certificate of incorporation or bylaws; or

(2) except as restricted by the certificate of incorporation or bylaws, by the board of directors.

(b) Unless this chapter, the certificate of incorporation, or the bylaws provide otherwise, the establishment of a committee and appointment of directors to it must be approved by the greater of:

(1) a majority of all the directors in office when the action is taken; or

(2) the number of directors required by the certificate of incorporation or bylaws to take action under Section 10A-3A-8.24.

(c) Sections 10A-3A-8.20 through 10A-3A-8.24 apply to board committees and their members.

(d) A board committee may exercise the powers of the board of directors under Section 10A-3A-8.01, to the extent specified by the board of directors or in the certificate of incorporation or bylaws, except that a board committee may not:

(1) in the case of a membership nonprofit corporation, approve or propose to members action that this chapter requires be approved by members;

(2) remove a director from office;

(3) fill a vacancy on the board of directors; or, subject to subsection (e), on any committee of the board; or

(4) adopt, amend, or repeal a provision of the certificate of incorporation or bylaws.

(e) The board of directors may appoint one or more directors as alternate members of any board committee to replace any absent or disqualified member during the member’s absence or disqualification. If the certificate of incorporation, bylaws, or the action creating a board committee so provides, the member or members present at any board committee meeting and not disqualified from voting may, by unanimous action, appoint another director to act in place of an absent or disqualified member during that member’s absence or disqualification.

(f) The certificate of incorporation, bylaws, or board of directors may create or authorize the creation of one or more advisory committees whose members need not be directors. An advisory committee:

(1) is not a committee of the board; and

(2) may not exercise any of the powers of the board.
Ala. Code § 10A-3A-8.53 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.53
Section 10A-3A-8.53 Advance for Expenses
Status: in_force

(a) A nonprofit corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a director if the director delivers to the nonprofit corporation a signed written undertaking of the director to repay any funds advanced if (i) the director is not entitled to mandatory indemnification under Section 10A-3A-8.52 and (ii) it is ultimately determined under Section 10A-3A-8.54 or Section 10A-3A-8.55 that the director is not entitled to indemnification.

(b) The undertaking required by subsection (a) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.

(c) Authorizations under this section shall be made:

(1) by the board of directors:

(i) if there are two or more qualified directors, by a majority vote of all the qualified directors (a majority of whom shall for that purpose constitute a quorum) or by a majority of the members of a committee consisting solely of two or more qualified directors appointed by a majority vote of qualified directors; or

(ii) if there are fewer than two qualified directors, by the vote necessary for action by the board of directors in accordance with Section 10A-3A-8.24(c), in which authorization directors who are not qualified directors may participate; or

(2) by the members, but membership interests owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the authorization.
Ala. Code § 10-2B-7.03 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-7.03
Section 10-2B-7.03 Court-Ordered Meeting
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-10-13 — Alabama Code / Title 10 / Chapter 10 / Section 10-10-13
Section 10-10-13 Withdrawal of Members and Employees Becoming Disqualified to Practice; Proceedings to Dissolve Noncomplying Association
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-21-2.10 — Alabama Code / Title 10A / Chapter 21 / Section 10A-21-2.10
Section 10A-21-2.10 Operation of Transportation Methods for Persons or Property by Railroad, Mining, Manufacturing, and Quarrying Companies
Status: in_force

Railroad companies and mining, manufacturing, and quarrying companies may contract, purchase, or otherwise acquire, own, operate, and maintain steamboats, barges, ships, and other vessels for transportation of freight and passengers on the navigable waters of this state, any other state or foreign country and on the seas. Railroad companies may purchase or otherwise acquire, own, maintain, and operate motor vehicles for the transportation of persons or property, or both, upon the highways of this state; they may purchase or otherwise acquire, own, maintain, and operate airplanes for the transportation of persons or property, or both, in the air; they may purchase, lease, or otherwise acquire and own the property, rights, and franchises of any individual, firm, partnership, or other association of persons, or corporation, engaged in the transportation of persons or property, or both, by motor vehicle on the highways or by airplanes in the air, and they may subscribe to, acquire, and own the capital stock of any such corporation and may enter into any agreement or arrangement, not inconsistent with law, with any individual, firm, partnership, or other association of persons, or corporation, engaged in, or authorized to engage in, any of the methods of transportation; provided, however, that any railroad companies exercising in this state the powers granted in this section shall, in their operation of motor vehicles, be subject to all the laws of this state applicable to or authorizing, regulating, and governing motor carriers and their business or prescribing the condition under which operators of motor vehicles may operate vehicles on the highways of this state. All railroad companies organized under the laws of other states, but authorized to do business in this state, may exercise in this state the powers hereinabove granted, subject, however, to the limitations hereinabove set forth; provided, that before operating any motor vehicles upon the highways of this state, railroad companies must procure a certificate of convenience and necessity covering the operations.
Ala. Code § 10A-9A-6.06 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-6.06
Section 10A-9A-6.06 Power to Bind and Liability to Limited Partnership Before Dissolution of Partnership of Person Dissociated as General Partner
Status: in_force

(a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under Article 10 of this chapter or under Article 8 of Chapter 1, or merged out of existence under Article 10 of this chapter or Article 8 of Chapter 1, the limited partnership is bound by an act of the person only if:

(1) the act would have bound the limited partnership under Section 10A-9A-4.02 before the dissociation; and

(2) at the time the other party enters into the transaction the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.

(b) If a limited partnership is bound under subsection (a), the person dissociated as a general partner which caused the limited partnership to be bound is liable:

(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (a); and

(2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
Ala. Code § 10A-20-4.03 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-4.03
Section 10A-20-4.03 Perpetual Existence of Conventions or Association
Status: in_force

All conventions or associations, heretofore incorporated under general or special laws or hereafter organized under general laws, shall have perpetual existence, and may hereafter do and perform any and all acts pertaining to the spread and propagation of the gospel, the furtherance of education, and the doing of all acts of charity and benevolence that any unincorporated convention of natural persons shall be permitted lawfully to do under the laws of the state now in force or that may hereafter be enacted.
Ala. Code § 10A-3-1.03 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-1.03
Section 10A-3-1.03 Applicability
Status: reserved

(a) The provisions of this chapter relating to domestic nonprofit corporations shall apply to:

(1) All nonprofit corporations organized hereunder; and

(2) All nonprofit corporations heretofore organized under any act hereby or heretofore repealed, for a purpose or purposes for which a nonprofit corporation might be organized under this chapter.

(b) The provisions of this chapter relating to foreign nonprofit corporations shall apply to all foreign nonprofit corporations conducting affairs in Alabama for a purpose or purposes for which a nonprofit corporation might be organized under this chapter.

(c) Beginning May 1, 2004, the Young Men’s Christian Association (YMCA) of Mobile which was incorporated by Act 405 approved on February 18, 1895, shall be subject to this chapter. Prospectively from May 1, 2004, the YMCA of Mobile shall be entitled to all of the rights and privileges of a nonprofit corporation including, but not limited to, the right to amend its charter and bylaws as provided by this chapter.
Ala. Code § 10A-8A-11.10 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-11.10
Section 10A-8A-11.10 Interstate Application
Status: in_force

A limited liability partnership governed by this chapter may conduct its business or not for profit activity, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction.
Ala. Code § 10A-5A-10.02 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-10.02
Section 10A-5A-10.02 Action on Plan of Conversion by Converting Limited Liability Company
Status: in_force

(a) Subject to Section 10A-5A-10.09, a plan of conversion must be consented to by all the members of a converting limited liability company.

(b) Subject to Section 10A-5A-10.09 and any contractual rights, after a conversion is approved, and at any time before a filing is made under Section 10A-5A-10.03, a converting limited liability company may amend the plan or abandon the planned conversion:

(1) as provided in the plan; and

(2) except as prohibited by the plan, by the same consent as was required to approve the plan.
Ala. Code § 10A-20-7.10 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-7.10
Section 10A-20-7.10 Rights to Shares, Bonds, Securities, or Other Evidences of Corporate Indebtedness
Status: in_force

(a) Notwithstanding any rule at common law, any provision of any general or special law or any provision in their respective charters, agreements of association, certificate of formation, or trust indentures:

(1) Any person, including all domestic corporations organized for the purpose of carrying on business within this state, and further including, without implied limitation, public utility companies, insurance companies, foreign corporations licensed to do business within this state, all financial institutions, as defined in Section 10A-20-7.01, and all trusts, are hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of any bonds, securities, or other evidences of indebtedness created by, or the shares of the capital stock of, the corporation and, while owners of the stock, to exercise all the rights, powers, and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory authority of the state, except as otherwise provided in this article; provided, however, that a financial institution which does not become a member of the corporation shall not be permitted to acquire any shares of the capital stock of the corporation;

(2) All financial institutions are hereby authorized to become members of the corporation and to make loans to the corporation as provided in Section 10A-20-7.11; and

(3) Each financial institution which becomes a member of the corporation is hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of any bonds, securities, or other evidences of indebtedness created by, or the shares of the capital stock of, the corporation and, while owners of the stock, to exercise all the rights, powers, and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory authority of the state; provided, that the amount of the capital stock of the corporation which may be acquired by any member pursuant to the authority granted in this section shall not exceed 10 percent of the loan limit of the member.

(b) The amount of capital stock of the corporation which any member is authorized to acquire pursuant to the authority granted in this section is in addition to the amount of capital stock in corporations which the member may otherwise be authorized to acquire.
Ala. Code § 10-4-131 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-131
Section 10-4-131 Incorporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-5.09 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.09
Section 10A-1-5.09 Name of General Partnership
Status: in_force

(a) The name of a general partnership that has filed a statement of partnership in accordance with Section 10A-8A-2.02 must include the words “general partnership” or the abbreviation “G.P.” or “GP.”

(b) The name of a general partnership that has filed a statement of not for profit partnership in accordance with Section 10A-8A-2.02 must include the words “not for profit general partnership” or the abbreviation “N.G.P.” or “NGP.”
Ala. Code § 10A-20-9.04 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-9.04
Section 10A-20-9.04 Exemption of Certain Waterworks from Ad Valorem Taxes and State or County License Taxes on Gross Receipts
Status: in_force

All associations or corporations heretofore or hereafter organized pursuant to this article for the purpose of operating waterworks for unincorporated areas shall be exempt from the payment of all state, county, municipal, or other ad valorem taxes and shall be exempt from paying any state or county license tax on any gross receipts of the association or corporation.
Ala. Code § 10A-17-1.12 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-1.12
Section 10A-17-1.12 Claim Not Abated by Change of Members or Offices
Status: in_force

A claim for relief against a nonprofit association does not abate merely because of a change in its members or persons authorized to manage the affairs of the nonprofit association.
Ala. Code § 10-2B-15.45 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-15.45
Section 10-2B-15.45 Service of Process on Foreign Corporation Acting in Fiduciary Capacity
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-181 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-181
Section 10-3A-181 Amended Certificate of Authority
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-81 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-81
Section 10-9A-81 Liability for Contributions
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-3A-28 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-28
Section 10-3A-28 Meetings of Members
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-11.03 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-11.03
Section 10A-3A-11.03 Approval of Dissolution of Nonmembership Nonprofit Corporations
Status: in_force

Except as otherwise provided in the certificate of incorporation:

(1) the dissolution of a nonmembership nonprofit corporation may be approved by the board of directors; and

(2) the dissolution of the nonmembership nonprofit corporation approved by the board of directors under this section must also be approved by those persons whose approval is required by the certificate of incorporation in accordance with Section 10A-3A-11.04.
Ala. Code § 10A-2A-7.30 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.30
Section 10A-2A-7.30 Voting Trusts
Status: in_force

(a) One or more stockholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust (which may include anything consistent with its purpose) and transferring their stock to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all voting trust beneficial owners, together with the number and class of stock each transferred to the trust, and deliver copies of the list and agreement to the corporation at its principal office.

(b) A voting trust becomes effective on the date the first shares of stock subject to the trust are registered in the trustee’s name.

(c) Limits, if any, on the duration of a voting trust shall be as set forth in the voting trust. A voting trust that became effective when this chapter provided a 10-year limit on its duration remains governed by the provisions of this section concerning duration then in effect, unless the voting trust is amended to provide otherwise by unanimous agreement of the parties to the voting trust.
Ala. Code § 10-8A-807 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-807
Section 10-8A-807 Settlement of Accounts and Contributions Among Partners
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-21-2.06 — Alabama Code / Title 10A / Chapter 21 / Section 10A-21-2.06
Section 10A-21-2.06 Construction through Curtilage of House, Etc., Without Consent Prohibited
Status: in_force

Unless otherwise provided by law, no street railroad company or any other corporation, except railroad companies, pipeline companies, and public works companies shall, without the consent of the owner, construct any railway, tramway, canal, tunnel, underground passage, telegraph or telephone line, aqueduct, pipeline, or any other line or works through any yard or curtilage of a dwelling house, garden, stable lot, or barn.
Ala. Code § 10-8A-204 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-204
Section 10-8A-204 When Property Is Partnership Property
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-7.05 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-7.05
Section 10-2B-7.05 Notice of Meeting
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-9.02 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-9.02
Section 10A-9A-9.02 Right of Derivative Action
Status: in_force

A partner may commence or maintain a derivative action in the right of a limited partnership to enforce a right of the limited partnership by complying with this article.
Ala. Code § 10A-1-4.26 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-4.26
Section 10A-1-4.26 Amendment of Filings
Status: in_force

A filing instrument that an entity files with the filing officer may be amended or supplemented in accordance with the provisions of the chapter that apply to that entity or in accordance with that entity’s governing documents. If neither the chapter that applies to that entity nor the governing documents of that entity provides or prohibits a process for the approval and filing of an amendment or supplement to that filing instrument for that entity, then that filing instrument may be amended or supplemented and filed utilizing the same process for approval and filing as was used to approve and file that filing instrument.
Ala. Code § 10A-5A-11.06 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-11.06
Section 10A-5A-11.06 Event Causing Dissociation of a Member Associated with a Series
Status: in_force

A person is dissociated as a member associated with a series when any of the following occurs:

(a) the series has notice of the person’s express will to dissociate from the series, except if the person specifies a dissociation date later than the date the series had notice, then the person is dissociated from the series on that later date;

(b) an event stated in the limited liability company agreement as causing the person’s dissociation from the series occurs;

(c) the person is dissociated as a member of the limited liability company pursuant to Section 10A-5A-6.02;

(d) the person is expelled as a member associated with that series pursuant to the limited liability company agreement;

(e) the person is expelled as a member associated with the series by the unanimous consent of the other members associated with that series if:

(1) it is unlawful to carry on the series’ activities and affairs with the person as a member associated with that series; or

(2) there has been a transfer of all of the person’s transferable interest other than a transfer for security purposes; or

(3) the person is an organization and, within 90 days after the series notifies the person that it will be expelled as a member associated with that series because the person has filed a statement of dissolution or the equivalent, or its right to conduct activities and affairs has been suspended by its jurisdiction of formation, the statement of dissolution or the equivalent has not been revoked or its right to conduct activities and affairs has not been reinstated; or

(4) the person is an organization and, within 90 days after the series notifies the person that it will be expelled as a member associated with that series because the person has been dissolved and its activities and affairs are being wound up, the organization has not been reinstated or the dissolution and winding up have not been revoked or cancelled;

(f) on application by the series, the person is expelled as a member associated with that series by judicial order because the person:

(1) has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, that series’ activities and affairs;

(2) has willfully or persistently committed, or is willfully and persistently committing, a material breach of the limited liability company agreement or the person’s duty or obligation under this chapter or other applicable law; or

(3) has engaged, or is engaging, in conduct relating to that series’ activities and affairs that makes it not reasonably practicable to carry on the activities and affairs with the person as a member associated with that series;

(g) in the case of a person who is an individual, the person dies, there is appointed a guardian or general conservator for the person or there is a judicial determination that the person has otherwise become incapable of performing the person’s duties as a member associated with a series under this chapter or the limited liability company agreement;

(h) the person becomes a debtor in bankruptcy, executes an assignment for the benefit of creditors, or seeks, consents, or acquiesces to the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person’s property but this subsection shall not apply to a person who is the sole remaining member associated with a series;

(i) in the case of a person that is a trust or is acting as a member by virtue of being a trustee of a trust, the trust’s entire transferable interest is distributed, but not solely by reason of the substitution of a successor trustee;

(j) in the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate’s entire transferable interest is distributed, but not solely by reason of the substitution of a successor personal representative;

(k) in the case of a member associated with a series that is not an individual, the legal existence of the person otherwise terminates;

(l) the transfer of a member’s entire remaining transferable interest but not until the later of (1) the transferee’s becoming a member associated with the series or (2) the time the transfer is completed.
Ala. Code § 10A-1-6.11 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-6.11
Section 10A-1-6.11 Mandatory Indemnification
Status: in_force

(a) An enterprise shall indemnify a governing person or former governing person against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a governing person if the person is successful, on the merits or otherwise, in the defense of the proceeding, or any claim, issue, or matter in the proceeding, notwithstanding that he or she was not successful on any other claim, issue, or matter in the proceeding.

(b) A court that determines, in a suit for indemnification, that a governing person is entitled to indemnification under this section shall order indemnification and award to the person the expenses incurred in securing the indemnification.
Ala. Code § 10-2B-2.08 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-2.08
Section 10-2B-2.08 Incorporation by Purchasers of Property or Franchise of Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-8A-402 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-402
Section 10-8A-402 Distributions in Kind
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-11.02 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-11.02
Section 10A-3A-11.02 Approval of Dissolution of Membership Nonprofit Corporations
Status: in_force

(a) The board of directors of a membership nonprofit corporation may propose dissolution for submission to the members by first adopting a resolution authorizing the dissolution.

(b) For a proposal to dissolve to be adopted, it shall then be approved by the members entitled to vote thereon. In submitting the proposal to dissolve to the members for approval, the board of directors shall recommend that the members approve the dissolution, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation in which case the board of directors must inform the members of the basis for that determination.

(c) The board of directors may set conditions for the approval of the proposal for dissolution by the members or the effectiveness of the dissolution.

(d) If the approval of the members is to be given at a meeting, the membership nonprofit corporation shall notify each member entitled to vote on the dissolution, of the meeting of members at which the dissolution is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider dissolving the membership nonprofit corporation and how the assets of the membership nonprofit corporation will be distributed after all creditors have been paid, or how the distribution of assets will be determined.

(e) Unless the certificate of incorporation, the bylaws, or the board of directors acting pursuant to subsection (c), requires a greater vote, a greater quorum, or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of the members at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the proposal to dissolve.

(f) Dissolution of a membership nonprofit corporation may also be authorized without action of the directors if all the members entitled to vote thereon shall consent in writing and a certificate of dissolution shall be delivered to the Secretary of State for filing pursuant to Section 10A-3A-11.05.

(g) In addition to the approval of the dissolution of a membership nonprofit corporation as set forth in subsections (a) through (f), the dissolution must also be approved in writing by a person or group of persons whose approval is required under the certificate of incorporation in accordance with Section 10A-3A-11.04.
Ala. Code § 10-9A-190 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-190
Section 10-9A-190 Definition of “Other Business Entity.”
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-2B-6.24 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-6.24
Section 10-2B-6.24 Share Options
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-10.08 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-10.08
Section 10-2B-10.08 Amendment Pursuant to Reorganization
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-1.04 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-1.04
Section 10A-20-1.04 Powers
Status: in_force

A corporation sole under this article shall have the following powers:

(1) To have succession by its corporate name perpetually;

(2) To sue and be sued and defend;

(3) To make and use a corporate seal and alter the same at pleasure;

(4) To receive, take and hold, by sale, gift, lease, devise, or otherwise, real and personal estate of every description for charitable, educational, burial, religious, and church purposes and to manage and dispose of the same by any form of legal conveyance or transfer with full power and authority to borrow money and to convey by mortgage deed;

(5) To acquire, hold, purchase, receive by bequest or devise, and to convey or otherwise dispose of all such real, personal, and mixed property as may be necessary or convenient for the construction, operation, or maintenance of the diocesan enterprises or for the conduct or management of the business or businesses of the diocese of the bishop, or as the purposes of the bishop may require, and all other real, personal, or mixed property which shall have been bona fide conveyed, transferred, pledged, or mortgaged to the corporation by way of security for, or in, satisfaction of debts or purchased at sale under judgment obtained for the debts;

(6) To borrow money, issue notes, bonds, or other negotiable paper or mortgage, pledge, or otherwise transfer or convey its real, personal, and mixed property to secure the payment of money borrowed or any debt contracted;

(7) To appoint and employ officers and agents as the business of the corporation may require;

(8) To wind up and dissolve itself or be wound up and dissolved in the manner provided in this article;

(9) To establish and maintain churches, schools, orphanages, hospitals, and religious or benevolent institutions and to undertake and execute all business enterprises that the work of the diocese shall require;

(10) To undertake, execute, and carry on religious or diocesan charities, works, institutions, business, or enterprises in other states or foreign countries and to acquire, hold, transfer, mortgage, and convey, real, personal, or mixed property in those states and foreign countries; and

(11) To subscribe for, acquire, hold, and dispose of the stock, bonds, or other evidence of indebtedness of any other corporation of this or any other state or foreign countries and, while owner thereof, to exercise the rights, privileges, and powers of ownership, including the right to vote.
Ala. Code § 10-9A-120 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-120
Section 10-9A-120 Nature of Partnership Interest
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-2B-8.02 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.02
Section 10-2B-8.02 Qualifications of Directors
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-172 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-172
Section 10-3A-172 Corporate Name of Foreign Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3-7.08 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-7.08
Section 10A-3-7.08 Involuntary Dissolution - Procedure; Notification to Attorney General
Status: in_force

The Secretary of State shall certify to the Attorney General, from time to time, the names of all nonprofit corporations which have given cause for dissolution as provided in this chapter, together with the facts pertinent thereto. Whenever the Secretary of State shall certify the name of a nonprofit corporation to the Attorney General as having given any cause for dissolution, the Secretary of State shall concurrently mail to the nonprofit corporation at its registered office a notice that the certification has been made. Upon the receipt of the certification, the Attorney General shall, no sooner than 30 days nor more than 90 days after the receipt, file an action in the name of the State of Alabama against the nonprofit corporation for its dissolution. If, before an action is filed, the nonprofit corporation shall appoint or maintain a registered agent as provided in this title, or shall file with the Secretary of State the required statement of change of registered agent, the fact shall be forthwith certified by the Secretary of State to the Attorney General and he or she shall not file an action against the nonprofit corporation for the cause. If, after an action is filed, the nonprofit corporation shall appoint or maintain a registered agent as provided in this title, or shall file with the Secretary of State the required statement of change of registered agent, and shall pay the costs of the action, the action for the cause shall abate.
Ala. Code § 10-9A-24 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-24
Section 10-9A-24 Amendment or Cancellation by Judicial Act
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-8A-1.02 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-1.02
Section 10A-8A-1.02 Definitions
Status: in_force

As used in this chapter, unless the context otherwise requires, the following terms mean:

(1) BUSINESS includes every trade, occupation, and profession for profit.

(2) DISQUALIFIED PERSON means any person who is not a qualified person.

(3) DISTRIBUTION except as otherwise provided in Section 10A-8A-4.09(f), means a transfer of money or other property from a partnership to another person on account of a transferable interest.

(4) FOREIGN LIMITED LIABILITY PARTNERSHIP means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to Section 10A-8A-3.06(c).

(5) FOREIGN PARTNERSHIP means a partnership governed by the laws of a jurisdiction other than this state which would be a partnership if governed by the laws of this state. The term includes a foreign limited liability partnership.

(6) LIMITED LIABILITY PARTNERSHIP, except in the phrase “foreign limited liability partnership”, means a partnership that has filed a statement of limited liability partnership under Section 10A-8A-10.01, and does not have a similar statement in effect in any other jurisdiction.

(7) NOT FOR PROFIT ACTIVITY includes every undertaking not for profit.

(8) PARTNER means a person that:

(A) has become a partner in a partnership under Section 10A-8A-4.02 or was a partner in a partnership when the partnership became subject to this chapter; and

(B) has not dissociated as a partner under Section 10A-8A-6.01.

(9) PARTNERSHIP means an entity that is formed under this chapter or that is governed by this chapter. The term includes, for all purposes of the laws of this state, a limited liability partnership.

(10) PARTNERSHIP AGREEMENT means any agreement (whether referred to as a partnership agreement or otherwise), written, oral or implied, of the partners as to the business or not for profit activity of a partnership. The partnership agreement includes any amendments to the partnership agreement.

(11) PARTNERSHIP AT WILL means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.

(12) PERSON DISSOCIATED AS A PARTNER means a person dissociated as a partner of a partnership.

(13) QUALIFIED PERSON, with respect to a partnership rendering professional services in this state, means a person authorized by this state or a regulatory authority of this state to own a transferable interest in that partnership.

(14) REQUIRED INFORMATION means the information that a partnership is required to maintain under Section 10A-8A-1.11.

(15) STATEMENT means a statement of partnership under Section 10A-8A-2.02, a statement of not for profit partnership under Section 10A-8A-2.02, a statement of authority under Section 10A-8A-3.03, a statement of denial under Section 10A-8A-3.04, a statement of dissociation under Section 10A-8A-7.04, a statement of dissolution under Section 10A-8A-8.02 or under Section 10A-8A-8.03, a certificate of reinstatement under Section 10A-8A-8.11, a statement of limited liability partnership under Section 10A-8A-10.01, a statement of cancellation under Section 10A-8A-10.01, or any other document required or permitted to be delivered to the Secretary of State for filing under this chapter, or an amendment or cancellation of any of the foregoing.

(16) TRANSFER means an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer by operation of law.

(17) TRANSFERABLE INTEREST means a partner’s right to receive distributions from a partnership.

(18) TRANSFEREE means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.
Ala. Code § 10A-3A-1.04 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-1.04
Section 10A-3A-1.04 Requirements for Filing Instruments; Extrinsic Facts
Status: in_force

(a) Whenever any filing instrument is to be delivered to the Secretary of State for filing in accordance with this chapter, the instrument shall be executed as follows:

(1) Except as provided in subsection (a)(3), the certificate of incorporation, and any other instrument to be filed before the election of the initial board of directors if the initial directors were not named in the certificate of incorporation, shall be signed by the incorporator or incorporators or the successors and assigns of the incorporator or incorporators. If any incorporator is not available then any other instrument may be signed, with the same effect as if the incorporator had signed it, by any person for whom or on whose behalf the incorporator, in executing the certificate of incorporation, was acting directly or indirectly as employee or agent, provided that the other instrument shall state that the incorporator is not available and the reason therefor, that the incorporator in executing the certificate of incorporation was acting directly or indirectly as employee or agent for or on behalf of the person, and that the person’s signature on the instrument is otherwise authorized and not wrongful.

(2) Except as provided in subsection (a)(3), all other filing instruments shall be signed:

(i) by any authorized officer of the nonprofit corporation; or

(ii) if it shall appear from the filing instrument that there are no authorized officers, then by a majority of the directors or by the directors as may be designated by a majority of the board of directors; or

(iii) if it shall appear from the filing instrument that there are no authorized officers or directors, then by a majority of the members or by the members as may be designated by a majority of the members.

(3) If the nonprofit corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

(b) The person executing the filing instrument shall sign it and state beneath or opposite the person’s signature the person’s name and the capacity in which the filing instrument is signed. The filing instrument may, but need not, contain a corporate seal, attestation, acknowledgment, or verification.

(c) Whenever a provision of this chapter permits any of the terms of a plan or a filing instrument to be dependent on facts objectively ascertainable outside the plan or filing instrument, the following provisions apply:

(1) The manner in which the facts will operate upon the terms of the plan or filing instrument must be set forth in the plan or filing instrument.

(2) The facts may include:

(i) any of the following that are available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data;

(ii) a determination or action by any person or body, including the nonprofit corporation or any other party to a plan or filing instrument; or

(iii) the terms of, or actions taken under, an agreement to which the nonprofit corporation is a party, or any other agreement or document.

(3) As used in this subsection (c), “plan” means a plan of conversion or merger.

(4) The following provisions of a plan or filing instrument may not be made dependent on facts outside the plan or filed document:

(i) the name and address of any person required in a filing instrument;

(ii) the registered office of any entity required in a filing instrument;

(iii) the registered agent of any entity required in a filing instrument;

(iv) the effective date and time of a filing instrument as determined under Article 4 of Chapter 1; and

(v) any required statement in a filing instrument of the date on which the underlying transaction was approved or the manner in which that approval was given.

(5) If a provision of a filing instrument is made dependent on a fact ascertainable outside of the filing instrument, and that fact is neither ascertainable by reference to a source described in subsection (c)(2)(i) or a document that is a matter of public record, nor have the affected members, if any, and if none, the affected directors, received notice of the fact from the nonprofit corporation, then the nonprofit corporation shall deliver to the Secretary of State for filing a certificate of amendment to the filing instrument setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. A certificate of amendment under this subsection is deemed to be authorized by the authorization of the original filing instrument to which it relates and may be filed by the nonprofit corporation without further action by the board of directors or the members.
Ala. Code § 10A-11-1.10 — Alabama Code / Title 10A / Chapter 11 / Section 10A-11-1.10
Section 10A-11-1.10 Internal Capital Accounts
Status: in_force

(a) Any employee cooperative may establish through its governing documents a system of internal capital accounts, to reflect the book value and to determine the redemption price of membership shares, capital stock, and written notices of allocation.

(b) The governing documents of an employee cooperative may permit the periodic redemption of written notices of allocation and capital stock, and shall provide for recall and redemption of the membership share upon termination of membership in the cooperative. No redemption shall be made if the redemption would result in the liability of any director or officer of the employee cooperative.

(c) The governing documents may provide for the employee cooperative to pay or credit interest on the balance in each member’s internal capital account.

(d) The governing documents may authorize assignment of a portion of retained net earnings and net losses to a collective reserve account. Earnings assigned to the collective reserve account may be used for any and all corporate purposes as determined by the board of directors.
Ala. Code § 10-4-23 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-23
Section 10-4-23 Validity of Service of Process on Trustee
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-11.04 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-11.04
Section 10A-8A-11.04 Effective Date
Status: in_force

This chapter takes effect January 1, 2019.
Ala. Code § 10A-8A-10.01 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-10.01
Section 10A-8A-10.01 Limited Liability Partnerships; Statements; Cancellations
Status: in_force

(a) A partnership may be formed as, or may become, a limited liability partnership pursuant to this section.

(b) In order to form a limited liability partnership, the original partnership agreement of the partnership shall state that the partnership is formed as a limited liability partnership, and the partnership shall deliver to the Secretary of State for filing a statement of limited liability partnership in accordance with subsection (d) of this section.

(c) In order for an existing partnership to become a limited liability partnership, the terms and conditions on which the partnership becomes a limited liability partnership must be approved by the affirmative approval necessary to amend the partnership agreement and, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, also the affirmative approval necessary to amend those provisions, and after such approval, the partnership shall deliver to the Secretary of State for filing a statement of limited liability partnership in accordance with subsection (d).

(d) A statement of limited liability partnership must contain all of the following:

(1) the name of the limited liability partnership which must comply with Article 5 of Chapter 1;

(2) the street, and mailing, if different, address of its principal office;

(3) the street and mailing address of the registered office and the name of the registered agent at that office for service of process in this state in accordance with Chapter 1;

(4) a statement that the partnership was formed as a limited liability partnership in accordance with subsection (b) or a statement that the statement of limited liability partnership was approved in accordance with subsection (c);

(5) a statement that the partnership is a limited liability partnership; and

(6) the unique identifying number or other designation, if any, as assigned to the partnership by the Secretary of State.

(e) A statement of limited liability partnership may be amended or restated from time to time in accordance with Section 10A-1-4.26.

(f) The statement of limited liability partnership shall be executed by one or more partners authorized to execute the statement of limited liability partnership.

(g) The statement of limited liability partnership shall be accompanied by a fee for the Secretary of State in the respective amounts prescribed by Section 10A-1-4.31.

(h) The Secretary of State shall file the statement of limited liability partnership of any partnership as a limited liability partnership that submits a completed statement of limited liability partnership with the required fees. The filing by the Secretary of State of a statement of limited liability partnership is conclusive evidence that the partnership has satisfied all conditions required to be a limited liability partnership.

(i) The statement of limited liability partnership is effective, and a partnership becomes a limited liability partnership, immediately on the date the statement of limited liability partnership is filed with the Secretary of State or at any later date or time specified in the statement of limited liability partnership in compliance with Article 4 of Chapter 1. The status as a limited liability partnership remains effective, regardless of changes in the partnership, and partnership continues as a limited liability partnership until a statement of cancellation is voluntarily filed in accordance with subsection (m).

(j) The fact that a statement of limited liability partnership is on file with the Secretary of State is notice that the partnership is a limited liability partnership and as notice of the facts required to be set forth in the statement of limited liability partnership.

(k) A partnership that has filed a statement of limited liability partnership as a limited liability partnership is for all purposes, except as provided in Section 10A-8A-3.06, the same entity that existed before the statement of limited liability partnership was filed and continues to be a partnership under the laws of this state subject to the limited liability partnership provisions of this chapter. If a limited liability partnership dissolves and its business or not for profit activity, or a portion of its business or not for profit activity is continued without the complete winding up of partnership’s business or not for profit activity, a partnership which is a successor to the limited liability partnership shall not be required to file a new statement of limited liability partnership.

(l) The status of the partnership as a limited liability partnership and the liability of a partner of the limited liability partnership shall not be adversely affected by error or subsequent changes in the information stated in the statement of limited liability partnership under subsection (d).

(m) The decision to file a statement of cancellation shall require the approval of all of the partners of the partnership. The statement of cancellation must be delivered for filing to the Secretary of State and must contain the following:

(1) the name of the limited liability partnership;

(2) the unique identifying number or other designation as assigned to the partnership by the Secretary of State;

(3) the street and mailing address of its principal office;

(4) the street and mailing address of its registered office and the name of the registered agent at that office for service of process in this state which the partnership was required to maintain;

(5) a statement that the statement of cancellation was approved in accordance with this subsection; and

(6) any other information that the partners determine to include.

(n) A statement of cancellation must be executed by one or more partners authorized to execute the statement of cancellation.

(o) The statement of cancellation is effective, and a partnership ceases to be a limited liability partnership, immediately on the date the statement of cancellation is delivered to the Secretary of State for filing or at any later date or time specified in the statement of cancellation in compliance with Article 4 of Chapter 1. The statement of cancellation shall not cause the dissolution of the partnership.

(p) The filing of a statement of cancellation of a limited liability partnership does not affect the limited liability of partners for debts, obligations or liabilities of the partnership which occur or were incurred prior to the filing of the statement of cancellation.

(q) A dissolved limited liability partnership shall continue its status as a limited liability partnership unless a statement of cancellation is voluntarily filed in accordance with subsection (m).

(r) The statement of limited liability partnership and the statement of cancellation are filing instruments for the purposes of Chapter 1.
Ala. Code § 10A-20-16.03 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-16.03
Section 10A-20-16.03 Officer Immune from Suit; Exception for Willful Misconduct, Fraud, or Gross Negligence; For-Profit Subsidiary Not Immune
Status: in_force

Any noncompensated officer of a qualified entity shall be immune from suit and not subject to civil liability arising from the conduct of the affairs of the qualified entity except when the act or omission of the officer, which gives rise to a cause of action, amounts to willful or wanton misconduct or fraud, or gross negligence. Provided however, such immunity shall not, except to the extent as may otherwise be provided by law, extend to the qualified entity, to a for-profit subsidiary of the qualified entity, or to the officers of such for-profit subsidiary but only to the qualified entity’s officers as defined in this article. Nothing contained herein shall be construed to immunize the corporate entity or qualified entity for the acts or omissions of noncompensated officers as defined in this article.
Ala. Code § 10A-9A-10.01 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-10.01
Section 10A-9A-10.01 Definitions
Status: in_force

As used in this article, unless the context otherwise requires, the following terms mean:

(1) CONSTITUENT LIMITED PARTNERSHIP means a constituent organization that is a limited partnership.

(2) CONSTITUENT ORGANIZATION means an organization that is party to a merger under this article.

(3) CONVERTED ORGANIZATION means the organization into which a converting organization converts pursuant to this article.

(4) CONVERTING LIMITED PARTNERSHIP means a converting organization that is a limited partnership.

(5) CONVERTING ORGANIZATION means an organization that converts into another organization pursuant to this article.

(6) GENERAL PARTNER means a general partner of a limited partnership.

(7) GOVERNING STATUTE of an organization means the statute that governs the organization’s internal affairs.

(8) ORGANIZATION means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; nonprofit corporation; professional corporation; or any other person having a governing statute. The term includes domestic and foreign organizations whether or not organized for profit.

(9) ORGANIZATIONAL DOCUMENTS means:

(A) for a general partnership or foreign general partnership, its partnership agreement and if applicable, its registration as a limited liability partnership or a foreign limited liability partnership;

(B) for a limited partnership or foreign limited partnership, its certificate of formation and partnership agreement, or comparable writings as provided in its governing statute;

(C) for a limited liability company or foreign limited liability company, its certificate of formation and limited liability company agreement, or comparable writings as provided in its governing statute;

(D) for a business or statutory trust or foreign business or statutory trust its agreement of trust and declaration of trust, or comparable writings as provided in its governing statute;

(E) for a corporation for profit or foreign corporation for profit, its certificate of formation, bylaws, and other agreements among its shareholders that are authorized by its governing statute, or comparable writings as provided in its governing statute;

(F) for a nonprofit corporation or foreign nonprofit corporation, its certificate of formation, bylaws, and other agreements that are authorized by its governing statute, or comparable writings as provided in its governing statute;

(G) for a professional corporation or foreign professional corporation, its certificate of formation, bylaws, and other agreements among its shareholders that are authorized by its governing statute, or comparable writings as provided in its governing statute; and

(H) for any other organization, the basic writings that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.

(10) PLAN OF MERGER. Except as set forth in Section 10A-9A-10.06(e), a plan of merger, whether referred to as a plan of merger, an agreement of merger, a merger agreement, a plan and agreement of merger, an agreement and plan of merger, or otherwise, means a writing described in Section 10A-9A-10.06 and includes any agreement, instrument, or other document referenced therein or associated therewith that sets forth the terms and conditions of the merger.

(11) SURVIVING ORGANIZATION means an organization into which one or more other organizations are merged under this article, whether the organization pre-existed the merger or was created pursuant to the merger.
Ala. Code § 10A-2-10.07 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-10.07
Section 10A-2-10.07 Restated Articles of Incorporation
Status: reserved

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.

(a) A corporation’s board of directors may restate its articles of incorporation at any time with or without shareholder action.

(b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in Section 10A-2-10.03.

(c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with Section 10A-2-7.05. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement that identifies any amendment or other change it would make in the articles.

(d) A corporation restating its articles of incorporation shall deliver to the judge of probate for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:

(1) Whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement;

(2) If the restatement contains an amendment to the articles requiring shareholder approval, the information required by Section 10A-2-10.06.

(e) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.

(f) The judge of probate may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (d).
Ala. Code § 10-3A-180 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-180
Section 10-3A-180 Merger of Foreign Corporation Authorized to Conduct Affairs in Alabama
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-30-2.09 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-2.09
Section 10A-30-2.09 Appointment of Custodian for Close Corporation; Applicable to Corporations Formed as Close Corporations or Electing Close Corporation Status Prior to January 1, 1995
Status: in_force

(a) The circuit court of the county in which the corporation has its registered office or any court in such place having jurisdiction, upon application of any shareholder, may appoint one or more persons to be custodians, and, if the corporation is insolvent, to be receivers, of any close corporation when:

(1) Pursuant to Section 10A-30-2.08, the business and affairs of the corporation are managed by the shareholders and they are so divided that the business of the corporation is suffering or is threatened with irreparable injury and any remedy with respect to such deadlock provided in the governing documents or in any written agreement of the shareholders has failed; or

(2) The petitioning shareholder has the right to the dissolution of the corporation under a provision of the certificate of formation permitted by Section 10A-30-2.12.

(b) In lieu of appointing a custodian for a close corporation under this section, the court may appoint a provisional director, whose powers and status shall be as provided in Section 10A-30-2.10 if the court determines that it would be in the best interest of the corporation. The appointment shall not preclude any subsequent order of the court appointing a custodian for such corporation.

(c) A custodian appointed under this section shall have all the powers of a receiver or custodian appointed under the Alabama Business Corporation Law, but the authority of the custodian is to continue the business of the corporation and not to liquidate its affairs and distribute its assets, except when the court shall otherwise order.
Ala. Code § 10A-8A-1.01 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-1.01
Section 10A-8A-1.01 Short Title
Status: in_force

This chapter and the provisions of Chapter 1 to the extent applicable to partnerships, shall be known and may be cited as the Alabama Partnership Law.
Ala. Code § 10A-2A-14.20 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-14.20
Section 10A-2A-14.20 Deposit with State Treasurer
Status: in_force

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or stockholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the State Treasurer or other appropriate state official for safekeeping. When the creditor, claimant, or stockholder furnishes satisfactory proof of entitlement to the amount deposited, the State Treasurer or other appropriate state official shall pay that person or his or her representative that amount.
Ala. Code § 10A-9A-1.05 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-1.05
Section 10A-9A-1.05 Powers; Indemnification
Status: in_force

(a) A limited partnership shall possess and may exercise all the powers and privileges granted and enumerated by Chapter 1 or by any other law or by its partnership agreement, together with any powers incidental thereto, including those powers and privileges necessary or convenient to the conduct, promotion, or attainment of the business, purposes, or activities and affairs of the limited partnership and including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.

(b) A limited partnership may indemnify and hold harmless a partner or other person, pay in advance or reimburse expenses incurred by a partner or other person, and purchase and maintain insurance on behalf of a partner or other person.
Ala. Code § 10-12-26 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-26
Section 10-12-26 Contributions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-3.07 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.07
Section 10A-1-3.07 Certificate of Existence or Registration
Status: in_force

Unless provided otherwise in a chapter of this title governing an entity:

(a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a filing entity if the filing instruments filed with the Secretary of State show that the filing entity has been formed under the laws of this state. A certificate of existence shall reflect only the information on file with the Secretary of State. A certificate of existence must state:

(1) the filing entity’s name;

(2) that the filing entity was formed under the laws of this state and the date of formation;

(3) whether the filing entity has delivered to the Secretary of State for filing a certificate of dissolution;

(4) whether the filing entity has delivered to the Secretary of State for filing a certificate of reinstatement;

(5) the unique identifying number or other designation of the filing entity as assigned by the Secretary of State; and

(6) other facts of record in the office of the Secretary of State that are specified by the person requesting the certificate.

(b) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of registration for a foreign entity if the filing instruments of that foreign entity filed with the Secretary of State show that the Secretary of State has filed an application for registration for authority to transact business in this state and the registration has not been revoked, withdrawn, or terminated. A certificate of registration must state:

(1) the foreign entity’s name and any alternate name adopted for use in this state;

(2) that the foreign entity is authorized to transact business in this state;

(3) that the Secretary of State has not revoked the foreign entity’s registration;

(4) that the foreign entity has not filed with the Secretary of State a certificate of withdrawal or otherwise terminated its registration;

(5) the unique identifying number or other designation of the foreign entity as assigned by the Secretary of State; and

(6) other facts of record in the office of the Secretary of State that are specified by the person requesting the certificate.

(c) Subject to any qualification stated in the certificate, a certificate of existence or certificate of registration issued by the Secretary of State is conclusive evidence that the filing entity is in existence or the foreign filing entity is authorized to transact business in this state.

(d) The Secretary of State shall not be required to issue a certificate of existence for a filing entity if the records of the Secretary of State do not show that the filing entity has been formed under the laws of this state. The Secretary of State shall furnish a certificate of existence upon the filing entity delivering to the Secretary of State a certificate of information which must list and attach certified copies of all filing instruments as to the entity which (i) were previously filed with a filing officer other than the Secretary of State, (ii) are not in the records of the Secretary of State, and (iii) prove that the filing entity was formed under the laws of this state.
Ala. Code § 10A-21-3.02 — Alabama Code / Title 10A / Chapter 21 / Section 10A-21-3.02
Section 10A-21-3.02 Service of Notice and Copy; When Case Stands for Trial
Status: in_force

Such notice and copy may be served upon any officer or agent of the defendant corporation authorized by law to receive service of summons or other civil process issuing against such corporation, and upon the return of the sheriff showing proper service, the indictment stands for trial.
Ala. Code § 10A-2A-14.03 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-14.03
Section 10A-2A-14.03 Certificate of Dissolution
Status: in_force

(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing a certificate of dissolution setting forth:

(1) the name of the corporation;

(2) the date that dissolution was authorized;

(3) if dissolution was approved by the stockholders, a statement that the proposal to dissolve was duly approved by the stockholders in the manner required by this chapter and by the certificate of incorporation; and

(4) the unique identifying number or other designation as assigned by the Secretary of State.

(b) The certificate of dissolution shall take effect at the effective date determined in accordance with Article 4 of Chapter 1. A corporation is dissolved upon the effective date of its certificate of dissolution.

(c) For purposes of this Division A of this Article 14, “dissolved corporation” means a corporation whose certificate of dissolution has become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.
Ala. Code § 10A-9-11.08 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-11.08
Section 10A-9-11.08 Filings Required for Merger; Effective Date
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-17-1.07 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-1.07
Section 10A-17-1.07 Liability in Tort and Contract
Status: in_force

(a) A nonprofit association is a legal entity separate from its members for the purposes of determining and enforcing rights, duties, and liabilities in contract and tort.

(b) A person is not liable for a breach of a nonprofit association’s contract merely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association, or is a person considered to be a member by the nonprofit association.

(c) A person is not liable for a tortious act or omission for which a nonprofit association is liable merely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association, or is a person considered to be a member by the nonprofit association.

(d) A tortious act or omission of a member or other person for which a nonprofit association is liable is not imputed to a person merely because the person is a member of the nonprofit association, is authorized to participate in the management of the affairs of the nonprofit association, or is a person considered to be a member by the nonprofit association.

(e) A member of, or a person considered to be a member by, a nonprofit association may assert a claim against the nonprofit association. A nonprofit association may assert a claim against a member or a person considered to be a member by the nonprofit association.
Ala. Code § 10A-9A-3.04 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-3.04
Section 10A-9A-3.04 Right of Limited Partner and Former Limited Partner to Information. (Amended by 2026-495)
Status: in_force

AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE.

Notwithstanding the provisions of Sections 10A-1-3.32 and 10A-1-3.33:

(a) Subject to subsection (g), on 10 days’ demand, made in a writing received by the limited partnership, a limited partner may inspect and copy required information during regular business hours and at a reasonable location specified by the limited partnership. The limited partner need not have any particular purpose for seeking the information.

(b) Subject to subsection (g), during regular business hours and at a reasonable location specified by the limited partnership, a limited partner may obtain from the limited partnership and inspect and copy true and full information regarding the state of the activities and affairs and financial condition of the limited partnership and other information regarding the activities and affairs of the limited partnership as is just and reasonable if:

(1) the limited partner seeks the information for a purpose reasonably related to the partner’s interest as a limited partner;

(2) the limited partner makes a demand in a writing received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and

(3) the information sought is directly connected to the limited partner’s purpose.

(c) Within 10 days after receiving a demand pursuant to subsection (b), the limited partnership in a writing shall inform the limited partner that made the demand:

(1) what information the limited partnership will provide in response to the demand;

(2) when and where the limited partnership will provide the information;

(3) if the limited partnership declines to provide any demanded information, the limited partnership’s reasons for declining; and

(4) what, if any, restrictions will be imposed pursuant to the partnership agreement or subsection (g).

(d) Subject to subsections (f) and (g), a person dissociated as a limited partner may inspect and copy required information during regular business hours and at a reasonable location specified by the limited partnership if:

(1) the required information pertains to the period during which the person was a limited partner;

(2) the person seeks the required information in good faith; and

(3) the person meets the requirements of subsection (b).

(e) The limited partnership shall respond to a demand made pursuant to subsection (d) in the same manner as provided in subsection (c).

(f) If a limited partner dies, Section 10A-9A-7.04 applies.

(g) In addition to any restriction or condition stated in its limited partnership agreement, a limited partnership, as a matter within the ordinary course of its activities and affairs, may:

(1) impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient; and

(2) keep confidential from the partners and any other person, for such period of time as the limited partnership deems reasonable, any information that the limited partnership reasonably believes to be in the nature of trade secrets or other information that disclosure of which the limited partnership in good faith believes is not in the best interest of the limited partnership or could damage the limited partnership or its activities and affairs, or that the limited partnership is required by law or by agreement with a third party to keep confidential.

In a dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness. Any general partner, or any agent, officer or employee of a general partner or any agent of a limited partnership, who, without reasonable cause, refuses to allow any limited partner or the limited partner’s agent or attorney to inspect or copy any information of the limited partnership to which such limited partner is entitled under subsection (a) or (b) shall be personally liable to the limited partner for a penalty in an amount not to exceed ten percent of the fair market value of the limited partnership interest of the limited partner in addition to any other damages or remedy.

(h) A limited partnership may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material.

(i) A limited partner or person dissociated as a limited partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (g) or by the partnership agreement applies both to the attorney or other agent and to the limited partner or person dissociated as a limited partner.

(j) The rights stated in this section do not extend to a person as transferee, but may be exercised by the legal representative of an individual under legal disability who is a limited partner or person dissociated as a limited partner.
Ala. Code § 10A-1-2.12 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-2.12
Section 10A-1-2.12 Consideration for Indebtedness
Status: in_force

(a) Unless otherwise provided by its governing documents or this title a domestic entity may create indebtedness for any consideration the entity considers appropriate, including:

(1) cash;

(2) property;

(3) a contract to receive property;

(4) a debt or other obligation of the entity or of another person;

(5) services performed or a contract for services to be performed; or

(6) a direct or indirect benefit realized by the entity.

(b) In the absence of fraud in the transaction, the judgment of the governing authority of a domestic entity as to the value of the consideration received by the entity for indebtedness is conclusive.

(c) For purposes of establishing the receipt of consideration under this section, a domestic entity is treated as part of the entity creating indebtedness if the domestic entity is directly or indirectly or wholly or partly owned by that entity.
Ala. Code § 10-2B-15.10 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-15.10
Section 10-2B-15.10 Service on Foreign Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-12.07 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-12.07
Section 10A-3A-12.07 Abandonment of a Merger
Status: in_force

(a) After a plan of merger has been adopted and approved as required by this Article 12, and before the statement of merger has become effective, the plan may be abandoned by a nonprofit corporation that is a party to the plan without action by its members, if any, or a person or group of persons under Section 10A-3A-12.08, if any, in accordance with any procedures set forth in the plan of merger or, if no procedures are set forth in the plan, in the manner determined by the board of directors.

(b) If a merger is abandoned under subsection (a) after the statement of merger has been delivered to the Secretary of State for filing but before the merger has become effective, a statement of abandonment signed by all the parties that signed the statement of merger shall be delivered to the Secretary of State for filing before the statement of merger becomes effective. The statement shall take effect on filing and the merger shall be deemed abandoned and shall not become effective. The statement of abandonment must contain:

(1) the name of each party to the merger;

(2) the date on which the statement of merger was filed by the Secretary of State; and

(3) a statement that the merger has been abandoned in accordance with this section.
Ala. Code § 10-2B-11.07 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-11.07
Section 10-2B-11.07 Merger or Share Exchange with Foreign Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-1.29 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-1.29
Section 10-2B-1.29 Penalty for Signing False Document
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-16.02 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-16.02
Section 10A-2A-16.02 Inspection Rights of Stockholders. (Amended by 2026-495)
Status: in_force

AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE.

(a) A stockholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office, any of the records of the corporation described in Section 10A-2A-16.01(a), excluding minutes of meetings of, and records of actions taken without a meeting by, the corporation’s board of directors and board committees established under Section 10A-2A-8.25, if the stockholder gives the corporation a signed written notice of the stockholder’s demand at least five business days before the date on which the stockholder wishes to inspect and copy.

(b) A stockholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the stockholder meets the requirements of subsection (c) and gives the corporation a signed written notice of the stockholder’s demand at least five business days before the date on which the stockholder wishes to inspect and copy:

(1) the financial statements of the corporation maintained in accordance with Section 10A-2A-16.01(b);

(2) accounting records of the corporation;

(3) excerpts from minutes of any meeting of, or records of any actions taken without a meeting by, the corporation’s board of directors and board committees maintained in accordance with Section 10A-2A-16.01(a); and

(4) the record of stockholders maintained in accordance with Section 10A-2A-16.01(d).

(c) A stockholder may inspect and copy the records described in subsection (b) only if:

(1) the stockholder’s demand is made in good faith and for a proper purpose;

(2) the stockholder’s demand describes with reasonable particularity the stockholder’s purpose and the records the stockholder desires to inspect; and

(3) the records are directly connected with the stockholder’s purpose.

(d)(1) The corporation may impose reasonable restrictions and conditions on access to and use of the records to be inspected and copied under subsections (a) and (b), including designating information confidential and imposing nondisclosure and safeguarding, and may further keep confidential from its stockholders and other persons, for a period of time as the corporation deems reasonable any information that the corporation reasonably believes to be in the nature of a trade secret or other information the disclosure of which the corporation in good faith believes is not in the best interest of the corporation or could damage the corporation or its business or affairs, or that the corporation is required by law or by agreement with a third party to keep confidential. In any dispute concerning the reasonableness of a restriction under this subsection, the corporation has the burden of proving reasonableness.

(2) If a stockholder is entitled to inspect and copy the records described in subsection (a) or having met the requirements of subsection (c) is entitled to inspect and copy the records described in subsection (b), and an officer of the corporation with the authority to bind the corporation who, or a corporation which, without reasonable cause, refuses to allow that stockholder to inspect and copy those records shall be liable to that stockholder for a penalty of an amount not to exceed 10 percent of the value of the shares of stock owned by that stockholder, in addition to any other damages or remedy afforded that stockholder by law. It shall be a defense to an action brought to collect the penalty specified in this section that the stockholder suing therefor has previously sold or offered for sale any list of stockholders of the corporation, or any other corporation or knowingly has aided or abetted any person in procuring any list of stockholders, or improperly has used any information secured through any prior inspection of those records of the corporation, or was not acting in good faith or for a proper purpose in making this demand.

(e) For any meeting of stockholders for which the record date for determining stockholders entitled to vote at the meeting is different than the record date for notice of the meeting, any person who becomes a stockholder subsequent to the record date for notice of the meeting and is entitled to vote at the meeting is entitled to obtain from the corporation upon request the notice and any other information provided by the corporation to stockholders in connection with the meeting, unless the corporation has made that information generally available to stockholders by posting it on its website or by other generally recognized means. Failure of a corporation to provide that information does not affect the validity of action taken at the meeting.

(f) The right of inspection granted by this section may not be abolished or limited by a corporation’s certificate of incorporation or bylaws, but the right of inspection granted by this section may be limited to the extent permitted under Section 10A-2A-7.32.

(g) This section does not affect:

(1) the right of a stockholder to inspect records under Section 10A-2A-7.20 or, if the stockholder is in litigation with the corporation, to the same extent as any other litigant; or

(2) the power of a court, independently of this chapter, to compel the production of corporate records for examination and to impose reasonable restrictions as provided in Section 10A-2A-16.04(c), provided that, in the case of production of records described in subsection (b) of this section at the request of a stockholder, the stockholder has met the requirements of subsection (c).

(h) For purposes of this section, “stockholder” means a record stockholder, a beneficial stockholder, and an unrestricted voting trust beneficial owner.
Ala. Code § 10A-2A-6.40 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-6.40
Section 10A-2A-6.40 Distributions to Stockholders
Status: in_force

(a) The board of directors may authorize and the corporation may make distributions to its stockholders subject to restriction by the certificate of incorporation and the limitation in subsection (c).

(b) The board of directors may fix the record date for determining stockholders entitled to a distribution, which date may not be retroactive. If the board of directors does not fix a record date for determining stockholders entitled to a distribution (other than one involving a purchase, redemption, or other acquisition of the corporation’s stock), the record date is the date the board of directors authorizes the distribution.

(c) No distribution may be made if, after giving it effect:

(1) the corporation would not be able to pay its debts as they become due in the usual course of business; or

(2) the corporation’s total assets would be less than the sum of its total liabilities plus (unless the certificate of incorporation permits otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution.

(d) The board of directors may base a determination that a distribution is not prohibited under subsection (c) either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.

(e) Except as provided in subsection (g), the effect of a distribution under subsection (c) is measured:

(1) in the case of distribution by purchase, redemption, or other acquisition of the corporation’s stock, as of the earlier of (i) the date cash or other property is transferred or debt to a stockholder is incurred by the corporation or (ii) the date the stockholder ceases to be a stockholder with respect to the acquired stock;

(2) in the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and

(3) in all other cases, as of (i) the date the distribution is authorized if the payment occurs within 120 days after the date of authorization or (ii) the date the payment is made if it occurs more than 120 days after the date of authorization.

(f) A corporation’s indebtedness to a stockholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation’s indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.

(g) Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under subsection (c) if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to stockholders could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made.

(h) This section shall not apply to distributions in liquidation under Article 14.
Ala. Code § 10A-8-10.05 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-10.05
Section 10A-8-10.05 Cancellation of a Registered Limited Liability Partnership
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10A-8-10.07 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-10.07
Section 10A-8-10.07 Withdrawal of a Qualified Foreign Registered Limited Liability Partnership
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10-8A-904 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-904
Section 10-8A-904 Effect of Conversion; Entity Unchanged
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-12.02 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-12.02
Section 10A-2A-12.02 Stockholder Approval of Certain Dispositions
Status: in_force

(a) A sale, lease, exchange, or other disposition of assets, other than a disposition described in Section 10A-2A-12.01, requires approval of the corporation’s stockholders if the disposition would leave the corporation without a significant continuing business activity. A corporation will conclusively be deemed to have retained a significant continuing business activity if it retains a business activity that represented, for the corporation and its subsidiaries on a consolidated basis, at least (i) 25 percent of total assets at the end of the most recently completed fiscal year, and (ii) either 25 percent of either income from continuing operations before taxes or 25 percent of revenues from continuing operations, in each case for the most recently completed fiscal year.

(b) To obtain the approval of the stockholders under subsection (a) the board of directors shall first adopt a resolution authorizing the disposition. The disposition shall then be approved by the stockholders. In submitting the disposition to the stockholders for approval, the board of directors shall recommend that the stockholders approve the disposition, unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make a recommendation, or (ii) Section 10A-2A-8.26 applies. If either (i) or (ii) applies, the board of directors shall inform the stockholders of the basis for its so proceeding.

(c) The board of directors may set conditions for the approval by the stockholders of a disposition or the effectiveness of the disposition.

(d) If a disposition is required to be approved by the stockholders under subsection (a), and if the approval is to be given at a meeting, the corporation shall notify each stockholder, regardless of whether entitled to vote, of the meeting of stockholders at which the disposition is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the disposition and must contain a description of the disposition, including the terms and conditions of the disposition and the consideration to be received by the corporation.

(e) Unless the certificate of incorporation or the board of directors acting pursuant to subsection (c) requires a greater vote or a greater quorum, the approval of a disposition by the stockholders shall require the approval of the stockholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the disposition.

(f) After a disposition has been approved by the stockholders under this Article 12, and at any time before the disposition has been consummated, it may be abandoned by the corporation without action by the stockholders, subject to any contractual rights of other parties to the disposition.

(g) A disposition of assets in the course of dissolution under Article 14 is not governed by this section.

(h) For purposes of this section only, the property and assets of the corporation include the property and assets of any subsidiary of the corporation. As used in this subsection, “subsidiary” means any entity wholly owned and controlled, directly or indirectly, by the corporation and includes, without limitation, corporations, partnerships, limited partnerships, limited liability partnerships, limited liability companies, and/or statutory trusts.
Ala. Code § 10-9C-1201 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1201
Section 10-9C-1201 Uniformity of Application and Construction
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-13-17 — Alabama Code / Title 10 / Chapter 13 / Section 10-13-17
Section 10-13-17 Liability of Trust
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3B-5 — Alabama Code / Title 10 / Chapter 3B / Section 10-3B-5
Section 10-3B-5 Real and Personal Property; Nonprofit Association as Legatee, Devisee, or Beneficiary
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-5A-1.11 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-1.11
Section 10A-5A-1.11 Limited Liability Company Agreement - Ratification or Waiver of Certain Actions and Transactions
Status: in_force

(a) If a limited liability company agreement provides that an act or transaction is void or voidable when taken, then that act or transaction may be ratified or waived by:

(1) the members or other persons entitled to ratify or waive that act or transaction under the limited liability company agreement;

(2) if the limited liability company agreement does not specify the approval required for the ratification or waiver, then those members or other persons entitled to approve the amendment of the limited liability company agreement; or

(3) if the limited liability company agreement does not specify the approval required for the amendment of the limited liability company agreement, then all of the members.

(b) If the void or voidable act or transaction was the issuance or transfer of any transferable interest, then for purposes of determining who may ratify or waive any act or transaction, the transferable interest purportedly issued or transferred shall be deemed not to have been issued or transferred.

(c) Any act or transaction ratified, or with respect to which the failure to comply with any requirements of the limited liability company agreement is waived, pursuant to this section shall be deemed validly taken at the time of the act or transaction.

(d) Upon application of the limited liability company, any member, or any person claiming to be substantially and adversely affected by a ratification or waiver pursuant to this section, the designated court, and if none, the circuit court for the county in which the limited liability company’s principal office is located in this state, and if none in this state, in the circuit court for the county in which the limited liability company’s most recent registered office is located, may hear and determine the validity and effectiveness of the ratification of, or waiver with respect to, any void or voidable act or transaction effectuated pursuant to this section, and in any such application, the limited liability company shall be named as a party and service of the application upon the registered agent of the limited liability company shall be deemed to be service upon the limited liability company, and no other party need be joined in order for the court to adjudicate the validity and effectiveness of the ratification or waiver, and the court may make such order respecting further or other notice of the application as the court deems proper under the circumstances; provided, that nothing herein limits or affects the right to serve process in any other manner now or hereafter provided by law, and this sentence is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents.

(e) The provisions of this section shall not be construed to limit the accomplishment of a ratification or waiver of a void or voidable act or transaction by other means permitted by law.
Ala. Code § 10A-1-4.31 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-4.31
Section 10A-1-4.31 Filing Fees; All Entities
Status: in_force

(a)(1) The Secretary of State shall collect the following fees when a filing instrument described in this title is delivered to the Secretary of State for filing:

a. Certificate of formation for all entities: Two hundred dollars ($200).

b. Amendment to a certificate of formation and a restated certificate of formation: One hundred dollars ($100).

c. Name reservations and notice of transfer of name reservation: Twenty-five dollars ($25).

d. Certificates, articles, or statements of dissolution or cancellation: One hundred dollars ($100).

e. Foreign entity registration including a statement of foreign limited liability partnership: One hundred fifty dollars ($150).

f. Certificate of existence: Twenty-five dollars ($25).

g. Certificates, articles, or statements of merger, conversion, and share exchange: One hundred dollars ($100).

h. Any other filing instrument required or permitted to be delivered to the Secretary of State for filing pursuant to this title: One hundred dollars ($100).

(2) If a state of emergency declared in this or any other state or by the federal government renders substantial compliance with this article impossible or unreasonable, the Secretary of State may waive the certificate of existence fee of twenty-five dollars ($25).

(b) The judge of probate shall collect the following fees when a filing instrument described in this title is delivered to the judge of probate for filing:

(1) Certified copy of statements of authority, denial, and cancellation thereof, permitted to be filed with the judge of probate: One hundred dollars ($100).

(2) Certified copy of certificates, articles, or statements of merger and conversion filed pursuant to this chapter, Chapter 2A, Chapter 5A, Chapter 8A, Chapter 9A, or Chapter 10: Five dollars ($5).

(3) Any other filing instrument required or permitted to be delivered to the judge of probate for filing pursuant to this title: One hundred dollars ($100).

(c) There is hereby established in the State Treasury a fund to be known and designated as the Secretary of State Entity Fund. All funds, fees, charges, costs, and collections accruing to or collected by the Secretary of State under this section or any other fees collected by the Secretary of State relating to entities shall be deposited into the State Treasury to the credit of the Secretary of State Entity Fund except as so provided in subsection (e).

(d) Except as set forth in subdivision (e)(1), all funds now or hereafter deposited in the State Treasury to the credit of the Secretary of State Entity Fund shall not be expended for any purpose unless the same shall have been allotted and budgeted in accordance with Article 4 of Chapter 4 of Title 41, and only in the amounts and for the purposes provided by the Legislature in the general appropriation bill or this section.

(e)(1) From the two hundred dollar ($200) fee collected by the Secretary of State for the filing of a certificate of formation in final irrevocable full payment of immediately available funds, the Secretary of State shall pay the sum of one hundred dollars ($100) to the county treasurer for the county in which the office of the initial registered agent for that entity is located, which sum shall constitute the entire fee due to that county for the formation of that entity.

(2) After the payment of the amounts set forth in subdivision (e)(1) have been paid, 70 percent of the remaining funds collected by the Secretary of State in final irrevocable full payment of immediately available funds in relation to entities during the fiscal year shall be deposited to the credit of the State General Fund.

(f) The fees imposed for the office of the judge of probate or required to be paid by the Secretary of State to the county treasurer pursuant to subdivision (e)(1) shall be charged and paid into the appropriate county treasury or to the judge of probate as may be authorized or required by law.

(g) The Secretary of State shall collect the following fees for copying and certifying the copy of any filing instrument relating to a domestic or foreign entity:

(1) Two dollars ($2) a page for copying.

(2) Ten dollars ($10) for the certificate.

(h) The judge of probate shall collect the following fees for copying and certifying the copy of any filing instrument relating to an entity:

(1) Two dollars ($2) a page for copying.

(2) Ten dollars ($10) for the certificate.
Ala. Code § 10A-2-8.44 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.44
Section 10A-2-8.44 Contract Rights of Officers
Status: reserved

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.

(a) The appointment of an officer does not itself create contract rights.

(b) An officer’s removal does not affect the officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the officer’s contract rights, if any, with the corporation.
Ala. Code § 10A-30-2.10 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-2.10
Section 10A-30-2.10 Appointment of a Provisional Director in Certain Cases; Applicable to Corporations Formed as Close Corporations or Electing Close Corporation Status Prior to January, 1 1995
Status: in_force

(a) Notwithstanding any contrary provision of the governing documents or agreement of the shareholders, the circuit court of the county in which the registered office of the corporation is located may appoint a provisional director for a close corporation if the directors are so divided respecting the management of the corporation’s business and affairs that the votes required for action by the board of directors cannot be obtained with the consequence that the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally.

(b) An application for relief under this section must be filed (1) by at least one-half of the number of directors then in office, or (2) by the holders of at least one-third of all shares then entitled to elect directors, or, (3) if there be more than one class of shares then entitled to elect one or more directors, by the holders of two-thirds of the shares of any such class; but the certificate of formation of a close corporation may provide that a lesser proportion of the directors or of the shareholders or of a class of shareholders may apply for relief under this section.

(c) A provisional director shall be an impartial person who is neither a shareholder nor a creditor of the corporation or of any subsidiary or affiliate of the corporation, and whose further qualifications, if any, may be determined by the circuit court of the county. A provisional director is not a receiver of the corporation and does not have the title and powers of a custodian or receiver. A provisional director shall have all the rights and powers of a duly elected director of the corporation, including the right to notice of and to vote at meetings of directors until such time as he or she shall be removed by order of the circuit court of the county or by the holders of a majority of all shares then entitled to vote to elect directors or by the holders of two-thirds of the shares of that class of voting shares which filed the application for appointment of a provisional director. His or her compensation shall be determined by agreement between him or her and the corporation subject to approval of the circuit court of the county, which may fix his or her compensation in the absence of agreement or in the event of disagreement between the provisional director and the corporation.

(d) Even though the requirements of subsection (b) relating to the number of directors or shareholders who may petition for appointment of a provisional director are not satisfied, the circuit court of the county may nevertheless appoint a provisional director if permitted by subsection (b) of Section 10A-30-2.09.
Ala. Code § 10-14-8 — Alabama Code / Title 10 / Chapter 14 / Section 10-14-8
Section 10-14-8 Voting Powers; Amendment or Repeal of Bylaws; Protection of Stockholders
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-6.21 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-6.21
Section 10A-1-6.21 Permissive Indemnification
Status: in_force

(a) An enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding to the extent permitted by Section 10A-1-6.22 if it is determined in accordance with Section 10A-1-6.23 that:

(1) the person:

(A) acted in good faith; and

(B) reasonably believed:

(i) in the case of conduct in the person’s official capacity that the person’s conduct was in the enterprise’s best interests; and

(ii) in all other cases, that the person’s conduct was not opposed to the enterprise’s best interests; and

(C) in the case of a criminal proceeding, did not have a reasonable cause to believe the person’s conduct was unlawful;

(2) with respect to expenses, the amount of expenses is reasonable; and

(3) indemnification should be paid.

(b) Action taken or omitted by a governing person or delegate with respect to an employee benefit plan in the performance of the person’s duties for a purpose reasonably believed by the person to be in the interests of the participants in and beneficiaries of the plan is for a purpose that is not opposed to the best interests of the enterprise.

(c) Action taken or omitted by a delegate to another enterprise for a purpose reasonably believed by the delegate to be in the interest of the other enterprise or its owners or members is for a purpose that is not opposed to the best interests of the enterprise.

(d) A person does not fail to meet the standard under subsection (a)(1) solely because of the termination of a proceeding by:

(1) judgment;

(2) order;

(3) settlement;

(4) conviction; or

(5) a plea of nolo contendere or its equivalent.