Ala. Code § 10A-10-1.15 — Alabama Code / Title 10A / Chapter 10 / Section 10A-10-1.15
Section 10A-10-1.15 Merger
Status: in_force

(a) For purposes of this section, the following words shall have the respective meanings ascribed to them:

(1) ALABAMA REAL ESTATE INVESTMENT TRUST. A real estate investment trust organized in compliance with the provisions of this chapter.

(2) BUSINESS TRUST.

a. An entity described in Section 10A-16-1.01.

b. An unincorporated trust or association, including an Alabama real estate investment trust, a common-law trust, or a Massachusetts trust, which is engaged in business and in which property is acquired, held, managed, administered, controlled, invested, or disposed of for the benefit and profit of any person who may become a holder of a transferable unit of beneficial interest in the trust.

(3) DOMESTIC LIMITED LIABILITY COMPANY. A limited liability company as defined under the Alabama Limited Liability Company Law.

(4) DOMESTIC LIMITED PARTNERSHIP. A limited partnership as defined under the Alabama Limited Partnership Law.

(5) FOREIGN BUSINESS TRUST. A business trust organized under the laws of the United States, another state of the United States, or a territory, possession, or district of the United States.

(6) FOREIGN LIMITED LIABILITY COMPANY. A limited liability company formed under the laws of any state other than the State of Alabama or under the laws of a foreign country or other foreign jurisdiction and denominated as such under the laws of such state, foreign country, or other foreign jurisdiction.

(7) FOREIGN LIMITED PARTNERSHIP. A limited partnership formed under the laws of any state other than the State of Alabama or under the laws of a foreign country or other foreign jurisdiction and denominated as such under the laws of such state, foreign country, or other foreign jurisdiction.

(b) Unless the declaration of trust provides otherwise, an Alabama real estate investment trust may merge into an Alabama or foreign business trust, into an Alabama or foreign corporation having capital stock, or into a domestic or foreign limited partnership or limited liability company; or one or more business trusts, corporations, domestic or foreign limited partnerships, or limited liability companies may merge into an Alabama real estate investment trust.

(c) A merger shall be approved in the manner provided by this section, except that:

(1) A foreign business trust, an Alabama business trust, other than an Alabama real estate investment trust, a corporation, a domestic or foreign limited partnership, or a domestic or foreign limited liability company party to the merger shall have the merger advised, authorized, and approved in the manner and by the vote required by its declaration of trust, charter, or partnership agreement, and the laws of the place where it is organized.

(2) A merger needs to be approved by an Alabama real estate investment trust successor only by a majority of its entire board of trustees if:

a. The merger does not reclassify or change its outstanding shares or otherwise amend its declaration of trust.

b. The number of shares to be issued or delivered in the merger is not more than 15 percent of the number of its shares of the same class or series outstanding immediately before the merger becomes effective.

(d) The board of trustees of each Alabama real estate investment trust proposing to merge shall:

(1) Adopt a resolution that declares the proposed transaction is advisable in substantially the terms and conditions set forth or referred to in the resolution.

(2) Direct that the proposed transaction be submitted for consideration at either an annual or special meeting of shareholders.

(e) Notice which states that a purpose of a meeting will be to act upon the proposed merger shall be given by each Alabama real estate investment trust in the manner provided for corporations by the Alabama Business Corporation Law, to:

(1) Each of its shareholders entitled to vote on the proposed transaction.

(2) Each of its shareholders not entitled to vote on the proposed transaction, except the shareholders of a successor in a merger if the merger does not alter the contract rights of their shares as expressly set forth in the declaration of trust.

(f) Except as provided in subsection (c) of Section 10A-10-1.06, the proposed merger shall be approved by the shareholders of each Alabama real estate investment trust by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter.

(g) Articles of merger containing the information required by the Alabama Business Corporation Law and the other provisions as permitted by that section shall be:

(1) Executed for each party to the articles of merger in the manner required by the Alabama Business Corporation Law.

(2) Filed for the record in the Office of the Secretary of State in accordance with the provisions of Article 4 of Chapter 1.

(h)(1) A proposed merger may be abandoned before the effective date of the articles of merger:

a. If the articles of merger so provide, by majority vote of the entire board of trustees of any one business trust party to the articles or by a majority of the entire board of directors of any one corporation party to the articles.

b. Unless the articles of merger provide otherwise, by a majority vote of the entire board of trustees of each Alabama real estate investment trust party to the articles.

c. By unanimous consent of the members of a limited liability company party to the articles of merger.

d. By unanimous consent of the partners of a limited partnership party to the articles of merger.

(2) If the articles of merger have been filed in the Office of the Secretary of State, notice of the abandonment shall be given promptly to the Secretary of State.

(3)a. If the proposed merger is abandoned as provided in this subsection, no legal liability arises under the articles of merger.

b. An abandonment does not prejudice the rights of any person under any other contract made by a business trust, corporation, limited partnership, or limited liability company party to the proposed articles of merger in connection with the proposed merger.

c. Each shareholder of an Alabama real estate investment trust objecting to a merger of the Alabama real estate investment trust shall have the same rights as a stockholder of an Alabama corporation under Article 13 of Chapter 2A and under the same procedures.

(i) The Secretary of State shall prepare certificates of merger that specify:

(1) The name of each party to the articles of merger.

(2) The name of the successor and the location of its principal office in this state or, if it has none, its principal place of business.

(3) The time the articles of merger are accepted for record by the Secretary of State.

(j) If the successor in a merger is an Alabama real estate investment trust, a merger is effective as of the later of:

(1) The time the Secretary of State accepts the articles of merger for record.

(2) The time established under the articles of merger, not to exceed 30 days after the articles are accepted for record.

(k)(1) If the successor in a merger is a foreign corporation, a foreign limited partnership, a foreign limited liability company, or an Alabama or foreign business trust, other than an Alabama real estate investment trust, the merger is effective as of the later of:

a. The time specified by the law of the place where the successor is organized.

b. The time the Secretary of State accepts the articles of merger for record.

(2) A foreign successor in a merger may deliver for filing to the Secretary of State a certificate which certifies the date the articles of merger were filed. However, the failure to file this certificate does not invalidate the merger.

(l)(1) Consummation of a merger has the effects provided in this subsection.

(2) The separate existence of each business trust, corporation, limited partnership, or limited liability company party to the articles of merger, except the successor, ceases.

(3) The shares of each business trust party to the articles of merger which are to be converted or exchanged under the terms of the articles cease to exist, subject to the rights of an objecting shareholder under this section.

(4) In addition to any other purposes and powers set forth in the articles, if the articles of merger provide, the successor has the purposes and powers of each party to the articles.

(5)a. The assets of each party to the articles of merger, including any legacies which it would have been capable of taking, vest in and devolve on the successor without further act or deed.

b. Confirmatory deeds, assignments, or similar instruments to evidence the merger may be executed and delivered at any time in the name of either party to the articles of merger. A certified copy of any document required to be filed under this section may be filed in the real estate records in the office of the judge of probate in any county in which the nonsuccessor party owned real property, without payment and without collection by the judge of probate of any deed or other transfer tax or fee. The judge of probate, however, may collect a filing fee of five dollars ($5). Any such filing shall evidence chain of title, but lack of filing shall not affect the converted entity’s title to the real property.

(6)a. The successor is liable for all the debts and obligations of each nonsurviving party to the articles of merger. An existing claim, action, or proceeding pending by or against any nonsurviving party to the articles of merger may be prosecuted to judgment as if the merger had not taken place, or, on motion of the successor or any party, the successor may be substituted as a party and the judgment against the nonsurviving party to the articles of merger constitutes a lien on the property of the successor.

b. A merger does not impair the rights of creditors or any liens on the property of any business trust, corporation, limited partnership, or limited liability company which is a party to the articles of merger.

(m) This section is not exclusive. Real estate investment trusts may merge or exchange their shares in any other manner provided by law, including pursuant to the provisions of Article 8 of Chapter 1.
Ala. Code § 10A-8A-11.01 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-11.01
Section 10A-8A-11.01 Application to Existing Relationships
Status: in_force

(a) Beginning January 1, 2019, this chapter governs all partnerships and all foreign partnerships.

(b) With respect to a partnership formed before January 1, 2019, and governed by the laws of this state, the following rules apply:

(1) a registration of a limited liability partnership which is current and effective as of December 31, 2018, shall remain effective without further action on the part of the limited liability partnership, and a partnership having the status of a limited liability partnership, under predecessor law, shall have the status of a limited liability partnership under this chapter and to the extent such partnership has not filed a statement of limited liability partnership pursuant to this chapter, the registration or latest annual notice filed by such partnership under predecessor law shall constitute a statement of limited liability partnership filed under this chapter;

(2) a partnership’s partnership agreement existing as of December 31, 2018, shall be deemed to be that partnership’s partnership agreement under this chapter;

(3) a statement of partnership authority is deemed to be a statement of authority and each statement of partnership authority existing as of December 31, 2018, shall remain effective without further action on the part of the partnership for the remainder of the period of time authorized under predecessor law, unless earlier amended, in which case, such statement of partnership authority shall comply with Section 10A-8A-3.03;

(4) a statement of denial, statement of dissociation, and statement of dissolution existing as of December 31, 2018, shall be deemed to be a statement of denial, statement of dissociation, and statement of dissolution under this chapter respectively;

(5) a registration of a foreign limited liability partnership which is current and effective as of December 31, 2018, shall remain effective without further action on the part of the foreign limited liability partnership, and a foreign limited liability partnership having the status of a qualified foreign limited liability partnership, under predecessor law, shall have the status of a qualified foreign limited liability partnership under this chapter and to the extent such partnership has not filed a statement of foreign limited liability partnership pursuant to this chapter, the registration or latest annual notice filed by such partnership under predecessor law shall constitute a statement of foreign limited liability partnership filed under this chapter; and

(6) if a limited liability partnership or foreign limited liability partnership is using the phrase “registered limited liability partnership” or the abbreviation “RLLP” or “R.L.L.P.,” in its name as of December 31, 2018, such phrase or abbreviation shall continue to comply with Article 5 of Chapter 1 unless and until it changes or amends, by whatever means, its name on or after January 1, 2019, at which point it may only use the term “limited liability partnership” or the abbreviation “LLP” or “L.L.P.,” in its name in compliance with Article 5 of Chapter 1. No limited liability partnership which is formed or elects to become a limited liability partnership on or after January 1, 2019, and no foreign limited liability partnership which delivers to the Secretary of State for filing, a statement of foreign limited liability partnership, may use the phrase “registered limited liability partnership” or the abbreviation “RLLP” or “R.L.L.P.,” in its name.
Ala. Code § 10-15-7 — Alabama Code / Title 10 / Chapter 15 / Section 10-15-7
Section 10-15-7 Filing Fees
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-2.04 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-2.04
Section 10A-9A-2.04 Signing and Filing Pursuant to Judicial Order
Status: in_force

(a) If a person required by this chapter to sign a writing or deliver a writing to the Secretary of State for filing under this chapter does not do so, any other person that is aggrieved by that failure may petition the designated court, and if none, the circuit court for the county in which the limited partnership’s principal office within this state is located, and if the limited partnership does not have a principal office within this state then the circuit court for the county in which the limited partnership’s most recent registered office is located, to order:

(1) the person to sign the writing;

(2) the person to deliver the writing to the Secretary of State for filing; or

(3) the Secretary of State to file the writing unsigned.

(b) If a petitioner under subsection (a) is not the limited partnership or foreign limited partnership to whom the writing pertains, the petitioner shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection (a) may seek the remedies provided in subsection (a) in a separate action against the person required to sign or deliver the writing or as a part of any other action concerning the limited partnership or foreign limited partnership in which the person required to sign or deliver the writing is made a party.

(c) A writing filed unsigned pursuant to this section is effective without being signed.

(d) A court may award reasonable expenses, including reasonable attorneys’ fees, to the party or parties who prevail, in whole or in part, with respect to any claim made under subsection (a).
Ala. Code § 10-2B-8.05 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.05
Section 10-2B-8.05 Terms of Directors Generally
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-8.06 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-8.06
Section 10A-9A-8.06 Known Claims Against Dissolved Limited Partnership
Status: in_force

(a) A dissolved limited partnership 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 limited partnership.

(b) A dissolved limited partnership may give notice of the dissolution in a record to the holder of any known claim. The notice must:

(1) identify the dissolved limited partnership;

(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 partnership must receive the claim;

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

(6) unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on Section 10A-9A-4.04.

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

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

(2) if a claimant whose claim was rejected by the dissolved limited partnership, 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 § 10-9C-204 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-204
Section 10-9C-204 Signing of Records
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-30-1.02 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-1.02
Section 10A-30-1.02 Laws Governing - Generally; Applicability of Article to Professional Associations Formed Prior to January 1, 1984
Status: in_force

(a) Professional associations organized pursuant to this article shall be governed generally by all laws governing or applicable to corporations, where applicable, and not in conflict herewith. No such association shall be held or deemed to be a partnership, nor shall such association be governed by laws relating to partnerships.

(b) This chapter shall apply only to professional associations organized hereunder before January 1, 1984.
Ala. Code § 10-2A-310 — Alabama Code / Title 10 / Chapter 2A / Section 10-2A-310
Section 10-2A-310 Appointment of a Provisional Director in Certain Cases
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-13-12 — Alabama Code / Title 10 / Chapter 13 / Section 10-13-12
Section 10-13-12 Inspection of Records
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-2.01 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-2.01
Section 10A-3A-2.01 Incorporators
Status: in_force

Section 10A-1-3.04 shall not apply to this chapter. In order to incorporate a nonprofit corporation, one or more incorporators must execute a certificate of incorporation and deliver it for filing to the Secretary of State.
Ala. Code § 10-4-172 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-172
Section 10-4-172 Withdrawal from Parent Organization and Use of Fraternal Property Free from Trust Clause
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-385 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-385
Section 10-4-385 Powers of Professional Corporation Generally; Profession Limited by Articles of Incorporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-3.43 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.43
Section 10A-1-3.43 Signature Requirement
Status: in_force

(a) The managerial official or officials of a domestic entity authorized by the governing documents of the entity to sign certificated ownership interests of the entity must sign any certificate representing an ownership interest in the entity.

(b) A certificated ownership interest that contains the manual or facsimile signature of a person who is no longer a managerial official of a domestic entity when the certificate is issued may be issued by the entity in the same manner and with the same effect as if the person had remained a managerial official.
Ala. Code § 10A-8A-1.05 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-1.05
Section 10A-8A-1.05 Powers; Indemnification
Status: in_force

(a) A 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 or not for profit activity of the 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 partnership by a breach of the partnership agreement or violation of a duty to the partnership.

(b) A 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 § 10-3A-83 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-83
Section 10-3A-83 Filing and Effectiveness of Articles of Amendment
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-11.06 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-11.06
Section 10A-3A-11.06 Revocation of Dissolution
Status: in_force

(a) A nonprofit corporation may revoke its dissolution within 120 days after its effective date and be reinstated.

(b) Revocation of dissolution and reinstatement shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation and reinstatement by action of the board of directors alone, in which event the board of directors may revoke the dissolution and effect the reinstatement without member action and without the action of the specified person or group of persons set forth in the certificate of incorporation in accordance with Section 10A-3A-11.04.

(c) After the revocation of dissolution and reinstatement is authorized, the nonprofit corporation may revoke the dissolution and effect the reinstatement by delivering to the Secretary of State for filing a certificate of revocation of dissolution and reinstatement, together with a copy of its certificate of dissolution, that sets forth:

(1) the name of the nonprofit corporation;

(2) the effective date of the dissolution that was revoked;

(3) the date that the revocation of dissolution and reinstatement was authorized;

(4) if the nonprofit corporation’s board of directors (or incorporators) revoked the dissolution and effected the reinstatement, a statement to that effect;

(5) if the nonprofit corporation’s board of directors revoked a dissolution and effected the reinstatement as authorized by the members and any specified person or group of persons set forth in the certificate of incorporation in accordance with Section 10A-3A-11.04, a statement that revocation and reinstatement was permitted by action by the board of directors alone pursuant to that authorization;

(6) if member action was required to revoke the dissolution and effect the reinstatement, a statement that the revocation and reinstatement was duly approved by the members in the manner required by this chapter and by the certificate of incorporation;

(7) if the action of a specified person or group of persons set forth in the certificate of incorporation in accordance with Section 10A-3A-11.04 was required to revoke the dissolution and effect the reinstatement, a statement that the revocation and reinstatement was duly approved by that specified person or group of persons in the manner required by this chapter and by the certificate of incorporation; and

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

(d) The certificate of revocation of dissolution and reinstatement shall take effect at the effective date determined in accordance with Article 4 of Chapter 1. Revocation of dissolution and reinstatement is effective upon the effective date of the certificate of revocation of dissolution and reinstatement.

(e)(1) Subject to subdivision (2), upon revocation and reinstatement, the nonprofit corporation shall be deemed for all purposes to have continued its activities and affairs as if dissolution had never occurred; and each right inuring to, and each debt, obligation, and liability incurred by, the nonprofit corporation after the dissolution shall be determined as if the dissolution had never occurred.

(2) The rights of persons acting in reliance on the dissolution before those persons had notice of the revocation and reinstatement shall not be adversely affected by the revocation and reinstatement.

(f) If the nonprofit corporation is listed in the Secretary of State’s records as a nonprofit corporation that has been dissolved, then the name of the nonprofit corporation following revocation and reinstatement shall be that nonprofit corporation name at the time of revocation and reinstatement if that nonprofit corporation name complies with Article 5 of Chapter 1 at the time of revocation and reinstatement. If that nonprofit corporation name does not comply with Article 5 of Chapter 1, the name of the nonprofit corporation following revocation and reinstatement shall be that nonprofit corporation name followed by the word “reinstated.”
Ala. Code § 10-8A-1001 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-1001
Section 10-8A-1001 Registered Limited Liability Partnerships
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-175 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-175
Section 10-3A-175 Effect of Certificate of Authority
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-6.20 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-6.20
Section 10A-2A-6.20 Subscription for Stock Before Incorporation
Status: in_force

(a) A subscription for stock entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.

(b) The board of directors may determine the payment terms of subscriptions for stock that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all stock of the same class or series, unless the subscription agreement specifies otherwise.

(c) Stock issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.

(d) If a subscriber defaults in payment of cash or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the stock if the debt remains unpaid for more than 20 days after the corporation delivers a written demand for payment to the subscriber.
Ala. Code § 10A-2A-2.03 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-2.03
Section 10A-2A-2.03 Liability for Preincorporation Transactions
Status: in_force

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
Ala. Code § 10A-9A-1.15 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-1.15
Section 10A-9A-1.15 Ratification or Waiver of Certain Actions and Transactions
Status: in_force

(a) If a partnership 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 partners or other persons entitled to ratify or waive that act or transaction under the partnership agreement;

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

(3) if the partnership agreement does not specify the approval required for the amendment of the partnership agreement, then all of the partners.

(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 partnership 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 partnership, any partner, 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 partnership’s principal office is located in this state, and if none in this state, in the circuit court for the county in which the partnership’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 partnership shall be named as a party and service of the application upon the registered agent of the partnership shall be deemed to be service upon the partnership, 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-5A-11.11 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-11.11
Section 10A-5A-11.11 Right to Wind Up Activities and Affairs of Series
Status: in_force

(a) The person or persons designated in the limited liability company agreement to wind up the activities and affairs of the dissolved series shall wind up the activities and affairs of the dissolved series in accordance with Section 10A-5A-11.10. If no person or persons are designated in the limited liability company agreement to wind up the activities and affairs of the dissolved series, then the remaining members associated with the dissolved series shall wind up the activities and affairs of the dissolved series in accordance with Section 10A-5A-11.10. If no person or persons are designated in the limited liability company agreement to wind up the activities and affairs of the dissolved series and there are no remaining members associated with the dissolved series, then all of the holders of the transferable interests associated with the series, or their designee, shall wind up the activities and affairs of the dissolved series in accordance with Section 10A-5A-11.10.

(b) The designated court, and if none, the circuit court for the county in which the limited liability company’s principal office within this state is located, and if the limited liability company does not have a principal office within this state then the circuit court for the county in which the limited liability company’s most recent registered office is located may order judicial supervision of the winding up of a dissolved series, including the appointment of a person to wind up the series’ activities and affairs:

(1) on application of a member associated with the series, if the applicant establishes good cause;

(2) on the application of a transferee associated with a series, if:

(A) there are no members associated with the series; and

(B) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (a); or

(3) in connection with a proceeding under Section 10A-5A-11.09(e).
Ala. Code § 10A-3A-7.07 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-7.07
Section 10A-3A-7.07 Record Date
Status: in_force

(a) The certificate of incorporation or bylaws may fix or provide the manner of fixing the record date or dates for one or more voting groups of members to determine the members entitled to notice of a members’ meeting, to demand a special meeting, to vote, or to take any other action. If the certificate of incorporation or bylaws do not fix or provide for fixing a record date, the board of directors may fix the record date.

(b) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of members and may not be retroactive.

(c) A determination of members entitled to notice of or to vote at a members’ meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date or dates, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

(d) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date or dates continues in effect or it may fix a new record date or dates.
Ala. Code § 10A-5A-11.02 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-11.02
Section 10A-5A-11.02 Enforceability of Obligations and Expenses of Series Against Assets
Status: in_force

(a) Subject to subsection (b):

(1) the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a series shall be enforceable against the assets of that series only, and shall not be enforceable against the assets of the limited liability company generally or any other series thereof; and

(2) none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the limited liability company generally or any other series thereof shall be enforceable against the assets of a series.

(b) Subsection (a) applies only if:

(1) the records maintained for that series account for the assets of that series separately from the other assets of the limited liability company or any other series;

(2) the limited liability company agreement contains a statement to the effect of the limitations provided in subsection (a); and

(3) the limited liability company’s certificate of formation contains a statement that the limited liability company may have one or more series of assets subject to the limitations provided in subsection (a).
Ala. Code § 10-12-33 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-33
Section 10-12-33 Right of Assignee to Become Member
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-5A-11.15 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-11.15
Section 10A-5A-11.15 Reinstatement After Dissolution of a Series
Status: in_force

A series that has been dissolved may be reinstated upon compliance with the following conditions:

(a) the consent shall have been obtained from the members or other persons associated with the series entitled to consent at the time that is:

(1) required for reinstatement of the series under the limited liability company agreement; or

(2) if the limited liability company agreement does not state the consent required for reinstatement, sufficient for dissolution of the series under the limited liability company agreement; or

(3) if the limited liability company agreement neither states the consent required for reinstatement nor for dissolution, sufficient for dissolution of the series under this chapter;

(b) in the case of a written objection to reinstatement having been delivered to the series before or at the time of the consent required by subsection (a) by the members or other persons having authority under the limited liability company agreement to bring about or prevent dissolution of the series, those members or persons withdrawing that written objection effective at the time of the consent required by subsection (a); and

(c) In the case of a series dissolved in a judicial proceeding initiated by one or more of the members associated with the series, the consent of each of those members shall have been obtained and shall be included in the consent required by subsection (a)(1).
Ala. Code § 10-4-260 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-260
Section 10-4-260 Authority to Form Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-5-12 — Alabama Code / Title 10 / Chapter 5 / Section 10-5-12
Section 10-5-12 Operation of Railroads or Canals Without State and Making Extensions Within State by Railroad, Mining, Manufacturing and Quarrying Companies
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-11.21 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-11.21
Section 10A-3A-11.21 Procedure for Judicial Dissolution
Status: in_force

(a) Venue for a proceeding by the Attorney General to dissolve a nonprofit corporation lies in circuit court for the county in which the nonprofit corporation’s principal office is located in this state, and if none in this state, in the circuit court for the county in which the nonprofit corporation’s most recent registered office is located. Venue for a proceeding brought by any other party named in Section 10A-3A-11.20 lies in circuit court for the county in which the nonprofit corporation’s principal office is located in this state, and if none in this state, in the circuit court for the county in which the nonprofit corporation’s most recent registered office is located.

(b) It is not necessary to make members or directors parties to a proceeding to dissolve a nonprofit corporation unless relief is sought against them individually.

(c) A court in a proceeding brought to dissolve a nonprofit corporation may issue injunctions, appoint a receiver or custodian during the proceeding with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities and affairs of the nonprofit corporation until a full hearing can be held.
Ala. Code § 10-2B-1.02 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-1.02
Section 10-2B-1.02 Reservation of Power to Amend or Repeal
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-14.20 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-14.20
Section 10-2B-14.20 Grounds for Administrative Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-4.06 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-4.06
Section 10A-1-4.06 Powers of Filing Office
Status: in_force

Each filing officer shall have the powers reasonably necessary to perform the duties required of him or her by this title.
Ala. Code § 10A-21-2.05 — Alabama Code / Title 10A / Chapter 21 / Section 10A-21-2.05
Section 10A-21-2.05 Condemnation of Ways and Rights-of-Way by Companies Constructing, Operating, or Maintaining Internal Improvement or Public Utility
Status: in_force

Street railroad companies, telegraph, telephone, water, gas, electric, power, canal, pipeline companies, and all other companies formed for constructing, operating, or maintaining any work of internal improvement or public utility may acquire by condemnation for a right-of-way for their railways, lines, tunnels, canals, dams, pipelines, excavations, or works, lands for ways and rights-of-way not exceeding 100 feet in width throughout the entire length of such railways, lines, tunnels, canals, dams, pipelines, excavations, or works, together with the right to cut down such trees as might, by falling, injure the same, together with the necessary lands, other than lands for ways and rights-of-way, for the construction or installation of facilities, apparatus, or equipment necessary for the operation of such railways, lines, tunnels, canals, dams, pipelines, excavations, or works.
Ala. Code § 10A-1-6.24 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-6.24
Section 10A-1-6.24 Advancement of Expenses
Status: in_force

(a) An enterprise may pay or reimburse reasonable expenses incurred by a governing person, former governing person, or delegate that was, is, or is threatened to be made a respondent in a proceeding in advance of the final disposition of the proceeding without making the determinations required under Section 10A-1-6.21(a) after the enterprise receives:

(1) written affirmation by the person of the person’s good faith belief that the person has met the standard of conduct necessary for indemnification under this article; and

(2) written undertaking by or on behalf of the person to repay the amount paid or reimbursed if the final determination is that the person has not met that standard or that indemnification is prohibited by Section 10A-1-6.22.

(b) A provision in the governing documents of the enterprise, a resolution of the owners, members, or governing authority, or an agreement that requires the payment or reimbursement permitted under this section authorizes that payment or reimbursement after the enterprise receives an affirmation and undertaking described by subsection (a).

(c) The written undertaking required by subsection (a)(2) must be an unlimited general obligation of the person but need not be secured and may be accepted by the enterprise without regard to the person’s ability to make repayment.

(d) An enterprise may not advance expenses to or reimburse expenses of a person if the advancement or reimbursement conflicts with a restriction in the enterprise’s governing documents.
Ala. Code § 10A-2A-14.10 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-14.10
Section 10A-2A-14.10 Grounds for Judicial Dissolution. (Amended by 2026-495)
Status: in_force

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

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

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

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

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

(2) in a proceeding by a stockholder if it is established that:

(i) the directors are deadlocked in the management of the corporate affairs, the stockholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the stockholders generally, because of the deadlock;

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

(iii) the stockholders 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; or

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

(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 corporation is insolvent; or

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

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

(5) in a proceeding by a stockholder if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve.

(b) Subsection (a)(2) shall not apply in the case of a corporation that, on the date of the filing of the proceeding, has a class or series of stock which is:

(1) a covered security under Section 18(b)(1)(A) or (B) of the Securities Act of 1933; or

(2) not a covered security, but is held by at least 2,000 stockholders.

(c) In subsection (a), “stockholder” means a record stockholder, a beneficial stockholder, and an unrestricted voting trust beneficial owner, and in subsection (b), “stockholder” means a record stockholder, a beneficial stockholder, and a voting trust beneficial owner.
Ala. Code § 10A-20-8.08 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-8.08
Section 10A-20-8.08 Declaratory Actions - Judgment
Status: in_force

If on final hearing the court shall find that the organization of the plaintiff corporation, subject to such further or amended conditions or provisions as the court may require or approve, is equitable and appropriate for administration as a fraternal or charitable trust and that the withdrawal of the fraternal property from subjection to the action complained of is equitable and appropriate under the cy-pres doctrine or otherwise, the court shall enter judgment accordingly, declaring the status, rights, and equities involved and, on final compliance, shall order its approval for the record, as well as grant any other relief appropriate in the premises.
Ala. Code § 10-3A-4 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-4
Section 10-3A-4 Purposes
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-7.23 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-7.23
Section 10A-1-7.23 Late Filing Fee
Status: in_force

The Secretary of State may collect from a foreign filing entity a late filing fee equal to the application for registration fee or the statement of foreign limited liability partnership fee, as applicable, for the foreign filing entity for each year of delinquency if the foreign filing entity has transacted business in this state for more than 90 days. The Secretary of State may condition the effectiveness of a registration on the payment of the late filing fee.
Ala. Code § 10A-9A-3.06 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-3.06
Section 10A-9A-3.06 Person Erroneously Believing Self to Be Limited Partner
Status: in_force

(a) Except as otherwise provided in subsection (b), a person that makes an investment in an organization and erroneously but in good faith believes that the person has become a limited partner in the organization is not liable for the organization’s obligations by reason of making the investment, receiving distributions from the organization, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:

(1) causes an appropriate certificate of formation, amendment, or statement of correction to be signed and filed with the filing officer in accordance with Article 4 of Chapter 1; or

(2) withdraws from future participation as an owner in the organization by signing a statement of withdrawal and filing it with the Secretary of State.

(b) A person that makes an investment described in subsection (a) is liable to the same extent as a general partner to any third party that enters into a transaction with the organization, believing in good faith that the person is a general partner, before the statement of withdrawal, certificate of formation, amendment, or statement of correction to show that the person is not a general partner is filed with the filing officer in accordance with Article 4 of Chapter 1.

(c) If a person makes a diligent effort in good faith to comply with subsection (a)(1) and is unable to cause the appropriate certificate of formation, amendment, or statement of correction to be signed and filed with the filing officer in accordance with Article 4 of Chapter 1, the person has the right to withdraw from the organization pursuant to subsection (a)(2) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the organization.
Ala. Code § 10A-1-5.36 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.36
Section 10A-1-5.36 Method of Service on Entity Not Exclusive
Status: in_force

This division does not prescribe the only or required means of serving an entity. Nothing contained in this division specifically or in this title generally shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served on an entity in any other manner now or hereafter permitted by law.
Ala. Code § 10A-3A-13.06 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-13.06
Section 10A-3A-13.06 Amendment of Plan of Conversion; Abandonment
Status: in_force

(a) A plan of conversion of a converting organization that is a nonprofit corporation may be amended:

(1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or

(2) in the manner provided in the plan, except that if the plan has been approved by the members that were entitled to vote on, consent to, or approve of the plan, then those members are entitled to vote on, consent to, or approve of any amendment of the plan that will change:

(i) the amount or kind of interests, if any, or other securities, obligations, rights to acquire interests, if any, or other securities, cash, other property, or any combination of the foregoing, to be received by the members, if any, of the converting nonprofit corporation under the plan;

(ii) the organizational documents of the converted organization that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted organization under its governing statute or organizational documents; or

(iii) any other terms or conditions of the plan, if the change would adversely affect the members in any material respect.

(b) After a plan of conversion has been approved by a converting organization that is a nonprofit corporation in the manner required by this article and before the statement of conversion becomes effective, the plan may be abandoned by the nonprofit corporation without action by its members, if any, or a person or group of persons under Section 10A-3A-13.08, in accordance with any procedures set forth in the plan or, if no procedures are set forth in the plan, in the manner determined by the board of directors.

(c) If a conversion is abandoned after the statement of conversion has been delivered to the Secretary of State for filing and before the statement of conversion becomes effective, a statement of abandonment, signed by the converting organization, must be delivered to the Secretary of State for filing before the statement of conversion becomes effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain:

(1) the name of the converting organization;

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

(3) a statement that the conversion has been abandoned in accordance with this section.
Ala. Code § 10-2B-7.30 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-7.30
Section 10-2B-7.30 Voting Trust
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-1.28 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-1.28
Section 10-2B-1.28 Certificate of Existence
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-4-3.05 — Alabama Code / Title 10A / Chapter 4 / Section 10A-4-3.05
Section 10A-4-3.05 Voting Trusts
Status: in_force

A voting trust with respect to stock of a domestic professional corporation shall not be valid unless all the trustees and beneficiaries thereof are qualified persons, except that a voting trust may be validly continued for a period of 12 months after the death of a deceased beneficiary or after a beneficiary has become a disqualified person.
Ala. Code § 10-4-40 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-40
Section 10-4-40 Formation of Ministers into Body Corporate
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-200 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-200
Section 10-9A-200 Construction and Application
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-3A-104 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-104
Section 10-3A-104 Effect of Merger or Consolidation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-5.03 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-5.03
Section 10A-9-5.03 Sharing of Distributions
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-9A-8.07 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-8.07
Section 10A-9A-8.07 Other Claims Against Dissolved Limited Partnership
Status: in_force

(a) A dissolved limited partnership may publish notice of its dissolution and request that persons with claims against the dissolved limited partnership present them in accordance with the notice.

(b) The notice authorized by subsection (a) must:

(1) be published at least one time in a newspaper of general circulation in the county in which the dissolved limited partnership’s principal office is located in this state, and if none in this state, in the county in which the limited partnership’s most recent registered office is located;

(2) describe the information that must be included in a claim and provide a mailing address to which the claim is to be sent;

(3) state that if not sooner barred, a claim against the dissolved limited partnership will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice; and

(4) unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on Section 10A-9A-4.04.

(c) If a dissolved limited partnership publishes a newspaper notice in accordance with subsection (b), unless sooner barred by any other statute limiting actions, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited partnership within two years after the publication date of the newspaper notice:

(1) a claimant who was not given notice under Section 10A-9A-8.06;

(2) a claimant whose claim was timely sent to the dissolved limited partnership but not acted on by the dissolved limited partnership; and

(3) a claimant whose claim is contingent at the effective date of the dissolution of the limited partnership, or is based on an event occurring after the effective date of the dissolution of the limited partnership.

(d) A claim that is not barred under this section, any other statute limiting actions, or Section 10A-9A-8.06 may be enforced:

(1) against a dissolved limited partnership, to the extent of its undistributed assets;

(2) except as provided in subsection (h), if the assets of a dissolved limited partnership have been distributed after dissolution, against the person or persons owning the transferable interests to the extent of that person’s proportionate share of the claim or of the assets distributed to that person after dissolution, whichever is less, but a person’s total liability for all claims under subsection (d) may not exceed the total amount of assets distributed to that person after dissolution of the limited partnership; or

(3) against any person liable on the claim under Section 10A-9A-4.04 and 10A-9A-6.07.

(e) A dissolved limited partnership that published a notice under this section may file an application with the designated court, and if none the circuit court for the county in which the dissolved limited partnership’s principal office is located in this state and if the dissolved limited partnership does not have a principal office within this state, in the circuit court for the county in which the dissolved limited partnership’s most recent registered office is located, for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved limited partnership or that are based on an event occurring after the effective date of the dissolution of the limited partnership but that, based on the facts known to the dissolved limited partnership, are reasonably estimated to arise after the effective date of the dissolution of the limited partnership. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection (c).

(f) Within 10 days after the filing of the application provided for in subsection (e), notice of the proceeding shall be given by the dissolved limited partnership to each potential claimant as described in subsection (e).

(g) The circuit court under subsection (e) may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, shall be paid by the dissolved limited partnership.

(h) Provision by the dissolved limited partnership for security in the amount and the form ordered by the circuit court under subsection (e) shall satisfy the dissolved limited partnership’s obligation with respect to claims that are contingent, have not been made known to the dissolved limited partnership, or are based on an event occurring after the effective date of the dissolution of the limited partnership, and those claims may not be enforced against a person owning a transferable interest to whom assets have been distributed by the dissolved limited partnership after the effective date of the dissolution of the limited partnership.

(i) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.

(j) If a claim has been satisfied, disposed of, or barred under Section 10A-9A-8.06, this section, or other law, the person or persons designated to wind up the affairs of a limited partnership, and the owners of the transferable interests receiving assets from the limited partnership, shall not be liable for that claim.
Ala. Code § 10-2B-8.31 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.31
Section 10-2B-8.31 Fiduciary Obligations Not Impaired
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-3.05 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.05
Section 10A-1-3.05 Certificate of Formation
Status: in_force

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

(a) The certificate of formation must state:

(1) the name of the filing entity being formed;

(2) the type of filing entity being formed;

(3) for filing entities other than limited partnerships, the purpose or purposes for which the filing entity is formed, which may be stated to be or include any lawful purpose for that type of entity;

(4) the period of duration, if the entity is not formed to exist perpetually;

(5) the street address and, if different, the mailing address of the initial registered office of the filing entity and the name of the initial registered agent of the filing entity at the office;

(6) the name and address of each:

(A) organizer for the filing entity, unless the entity is formed pursuant to a statement of conversion or merger; or

(B) general partner, if the filing entity is a limited partnership;

(7) if the filing entity is formed pursuant to a conversion or merger, a statement to that effect and, if formed pursuant to a conversion, the name, mailing address of the principal office, date of formation, prior form of entity, and jurisdiction of formation of the converting entity; and

(8) any other information required by this title including, without limitation, any information required by the specific chapter of this title governing the filing entity or by Article 8 to be included in the certificate of formation for the filing entity.

(b) The certificate of formation may contain other provisions not inconsistent with law relating to the organization, ownership, governance, business, or affairs of the filing entity.

(c) Except as provided by Section 10A-1-3.04, Article 4 governs the signing and filing of a certificate of formation for a domestic entity.
Ala. Code § 10-2B-15.44 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-15.44
Section 10-2B-15.44 Foreign Corporation Previously Acting in Fiduciary Capacity in State
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-123 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-123
Section 10-9A-123 Right of Assignee to Become Limited Partner
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-9A-203 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-203
Section 10-9A-203 Rules for Cases Not Provided for in This Chapter
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-9C-115 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-115
Section 10-9C-115 Change of Designated Office or Agent for Service of Process
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-7.01 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-7.01
Section 10A-1-7.01 Foreign Entities Required to Register
Status: in_force

(a)(1) For purposes of this Article 7, the terms register, registering, and registered include (i) a foreign entity other than a foreign limited liability partnership delivering to the Secretary of State for filing an application for registration and the Secretary of State filing the application for registration, and (ii) a foreign limited liability partnership delivering to the Secretary of State for filing a statement of foreign limited liability partnership and the Secretary of State filing the statement of foreign limited liability partnership.

(2) For purposes of this Article 7, the term registration includes (i) a filed application for registration and (ii) a filed statement of foreign limited liability partnership.

(b) For purposes of this Article 7, the terms transact business and transacting business shall include conducting a business, activity, not for profit activity, and any other activity, whether or not for profit.

(c) To transact business in this state, a foreign entity must register under this chapter if the foreign entity:

(1) is a foreign entity, the formation of which, if formed in this state, would require the filing under Article 3 of a certificate of formation;

(2) is a foreign limited liability partnership; or

(3) affords limited liability under the law of its jurisdiction of formation for any owner or member.

(d) A foreign entity described by subsection (b) must maintain the foreign entity’s registration while transacting business in this state.

(e) For purposes of this Article 7, a foreign entity must reserve a name with the Secretary of State in accordance with Article 5 and when a foreign entity delivers its application for registration to the Secretary of State for filing, that foreign entity must attach its name reservation certificate to its application for registration.
Ala. Code § 10A-3A-13.02 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-13.02
Section 10A-3A-13.02 Conversion
Status: in_force

(a) An organization other than a nonprofit corporation may convert to a nonprofit corporation, and a nonprofit corporation may convert to an organization other than a nonprofit corporation pursuant to this article, and a plan of conversion, if:

(1) the governing statute of the organization that is not a nonprofit corporation authorizes the conversion;

(2) the law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and

(3) the converting organization and the converted organization each comply with the governing statute and organizational documents applicable to that organization in effecting the conversion.

(b) A plan of conversion must be in writing and must include:

(1) the name, type of organization, and mailing address of the principal office of the converting organization and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;

(2) the name, type of organization, and mailing address of the principal office of the converted organization after conversion;

(3) the terms and conditions of the conversion, including the manner and basis for converting interests, if any, in the converting organization into any combination of money, interests in the converted organization, and other consideration allowed in subsection (c); and

(4) the organizational documents of the converted organization.

(c) In connection with a conversion, rights or securities of or interests, if any, in the converting organization may be exchanged for or converted into cash, property, or rights or securities of or interests, if any, in the converted organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights, securities, or interests, if any, in another organization, or may be cancelled.

(d) In addition to the requirements of subsection (b), a plan of conversion may contain any other provision not prohibited by law.

(e) Terms of a plan of conversion may be made dependent on facts objectively ascertainable outside the plan in accordance with Section 10A-3A-1.04(c).

(f) At the time of the approval of the plan of conversion in accordance with this chapter, the plan of conversion is not required to contain or have attached thereto any disclosure letter, disclosure schedules, or similar documents or instruments contemplated by the plan of conversion that modify, supplement, qualify, or make exceptions to representations, warranties, covenants, or conditions contained in the plan of conversion.
Ala. Code § 10-9C-102 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-102
Section 10-9C-102 Definitions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-7.01 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-7.01
Section 10-2B-7.01 Annual Meeting
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-7.28 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-7.28
Section 10A-2-7.28 Voting for Directors; Cumulative Voting
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) Unless otherwise provided in the articles of incorporation, directors are elected by a majority of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present when the vote is taken.

(b) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.

(c) A statement included in the articles of incorporation that “[all] [a designated voting group of] shareholders are entitled to cumulate their votes for directors,” or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.

(d) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:

(1) The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or

(2) A shareholder who has the right to cumulate his or her votes gives notice to the corporation not less than 48 hours before the time set for the meeting of his or her intent to cumulate his or her votes during the meeting, and if one shareholder gives this notice all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
Ala. Code § 10-3A-84 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-84
Section 10-3A-84 Restated Articles of Incorporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-7.02 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-7.02
Section 10A-20-7.02 Incorporation
Status: in_force

(a) Five or more financial institutions or persons, a majority of whom shall be residents of this state, who may desire to create an industrial development corporation under the provisions of this article for the purpose of promoting, developing, and advancing the prosperity and economic welfare of the state and, to that end, to exercise the powers and privileges provided in this article may be incorporated by delivering to the Secretary of State for filing a certificate of formation. The filing of the certificate shall be accompanied by a filing fee in the amount prescribed to be paid to the Secretary of State under Section 10A-1-4.31 in connection with the filing of a certificate of formation. The certificate of formation shall contain:

(1) The name of the corporation which shall include the words “industrial development corporation of Alabama.”

(2) The location of the principal office of the corporation, but the corporation may have offices in other places within the state as may be fixed by the board of directors.

(3) The purposes for which the corporation is founded, which shall be to promote, stimulate, develop, and advance the business prosperity and economic welfare of Alabama and its citizens, to encourage and assist through loans, investments, or other business transactions in the location of new business and industry in this state, to rehabilitate and assist existing business and industry, to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of this state, to provide maximum opportunities for employment, encourage thrift, and improve the standard of living of the citizens of this state, to cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural, and recreational developments in this state, and to provide financing for the promotion, development, and conduct of all kinds of business activity in this state.

(4) The names and post office addresses of the members of the first board of directors, who, unless otherwise provided by the governing documents, shall hold office for the first year of existence of the corporation or until their successors are elected and have qualified.

(5) Any provision which the incorporators may choose to insert for the regulation of the business and for the conduct of the affairs of the corporation and any provision creating, dividing, limiting, and regulating the powers of the corporation, the directors, stockholders or any class of the stockholders, including, but not limited to, a list of the officers and provisions governing the issuance of stock certificates to replace lost or destroyed certificates; provided, that no provision shall be contained for cumulative voting for directors.

(6) The amount of authorized capital stock and the number of shares into which it is divided, the par value of each share and the amount of the capital with which it will commence business, and, if there is more than one class of stock, a description of the different classes, the names and post office addresses of the subscribers of stock, and the number of shares subscribed by each. The aggregate of the subscription shall be the minimum amount of the capital with which the corporation shall commence business, which shall be not less than one hundred thousand dollars ($100,000). The certificate of formation may also contain any provision consistent with the laws of this state for the regulation of the affairs of the corporation.

(7) The certificate of formation shall be in writing, subscribed by not less than three natural persons competent to contract, acknowledged by each of the subscribers before an officer authorized to take acknowledgments, and filed in the office of the Secretary of State for approval. A duplicate copy so subscribed and acknowledged may also be filed.

(8) The certificate of formation shall recite that the corporation is organized under this article.

(b) The Secretary of State shall not approve the certificate of formation for a corporation organized under this article until a total of at least five national banks, state banks, mortgage banks, federal savings and loan associations, state savings and loan associations, domestic building and loan associations, pension funds, or insurance companies authorized to do business within this state, or any combination thereof, have agreed in writing to become members of the corporation; and the written agreement shall be filed with the Secretary of State with the certificate of formation and the filing of same shall be a condition precedent to the approval of the certificate of formation by the Secretary of State. Whenever the certificate of formation shall have been filed in the office of the Secretary of State and approved by him or her and all filing fees and taxes prescribed by Alabama statutes, including Section 10A-1-4.31, have been paid, the subscribers, their successors, and assigns shall constitute a corporation, and the corporation shall then be authorized to commence business and stock thereof to the extent herein, or hereafter, duly authorized may from time to time be issued.
Ala. Code § 10-9C-110 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-110
Section 10-9C-110 Effect of Partnership Agreement; Nonwaivable Provisions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-7.03 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-7.03
Section 10A-3A-7.03 Court-Ordered Meetings
Status: in_force

(a) The designated court, and if none, the circuit court for the county in which the membership 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 membership nonprofit corporation’s most recent registered office is located may summarily order a meeting to be held:

(1) on application of any member of the membership nonprofit corporation entitled to participate in an annual meeting if an annual meeting was not held or action by written consent in lieu of an annual meeting did not become effective within the earlier of 12 months after the end of the membership nonprofit corporation’s fiscal year or 15 months after its last annual meeting; or

(2) on application of one or more members who signed a demand for a special meeting valid under Section 10A-3A-7.02, if:

(i) notice of the special meeting was not given within 30 days after the first day on which the requisite number of demands have been delivered to the membership nonprofit corporation; or

(ii) the special meeting was not held in accordance with the notice.

(b) The court may fix the time and place of the meeting, determine the members entitled to participate in the meeting, specify a record date or dates for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the members represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.
Ala. Code § 10A-17-2.25 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.25
Section 10A-17-2.25
Status: in_force

(a) Unless otherwise provided in its governing principles, a decentralized unincorporated nonprofit association may reimburse a member or administrator for authorized expenses reasonably incurred on behalf of the nonprofit association.

(b) A decentralized unincorporated nonprofit association may indemnify a member or administrator for any debt, obligation, or other liability incurred in the course of the member or administrator’s activities on behalf of the nonprofit association. To be eligible for indemnification, an administrator must have complied with the duties stated in Section 10A-17-2.23. If in a record, a nonprofit association’s governing principles may broaden or limit this right of indemnification.

(c) If a person is made or threatened to be made a party in a proceeding based on that person’s conduct in the affairs of a decentralized unincorporated nonprofit association, that person is entitled, upon written request to the decentralized unincorporated nonprofit association, including through distributed ledger technology, to receive payment of or reimbursement by the nonprofit association, of reasonable expenses, including attorney fees and disbursements, incurred by that person in advance of the final disposition of the proceeding. To be entitled to these payments or advances, the person making the request shall make a written affirmation that the person has a good faith belief that the criteria for indemnification in subsection (b) has been satisfied and that the person will repay the amounts paid or reimbursed if it is determined that the criteria for reimbursement has not been satisfied. No payment or reimbursement under this subsection shall be made without prior approval, in a record, of the disinterested members under Section 10A-17-2.20.

(d) A decentralized unincorporated nonprofit association may purchase and maintain insurance on behalf of a member or administrator for liability asserted against or incurred by the member or administrator in that capacity, even if the decentralized unincorporated nonprofit association would not have the power to indemnify or advance expenses to the member or administrator against the same liability under this section.

(e) These rights of reimbursement, indemnification, and advancement of expense apply to former members or administrators for activities undertaken on behalf of the decentralized unincorporated nonprofit association while they were members or administrators.
Ala. Code § 10-9A-82 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-82
Section 10-9A-82 Sharing of Profits and Losses
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-9-2.09 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-2.09
Section 10A-9-2.09 Certificate of Existence of Authorization
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-8A-8.05 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-8.05
Section 10A-8A-8.05 Liability After Dissolution of Partner and Person Dissociated as Partner; Other Partners, and Persons Dissociated as Partners
Status: in_force

(a) If a partner having knowledge of the dissolution causes a partnership to incur an obligation under Section 10A-8A-8.04(a) by an act that is not appropriate for winding up the partnership’s business or not for profit activity, the partner is liable:

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

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

(b) If a person dissociated as a partner causes a partnership to incur an obligation under Section 10A-8A-8.04(b), the person is liable:

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

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

(c) A person dissociated as a partner is not liable under subsection (b) if:

(1) the last sentence of Section 10A-8A-8.03(a) permits the person to participate in winding up; and

(2) the act that causes the partnership to be bound under Section 10A-8A-8.04(b) is appropriate for winding up the partnership’s business or not for profit activity.
Ala. Code § 10-9C-1206 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1206
Section 10-9C-1206 Application to Existing Relationships
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-14.30 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-14.30
Section 10-2B-14.30 Grounds for Judicial Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-14.31 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-14.31
Section 10A-2-14.31 Procedure for Judicial Dissolution
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) Venue for a proceeding to dissolve a corporation lies in the county where a corporation’s articles of incorporation are filed, or, in the case of a corporation created by an act of the Legislature prior to the adoption of the Constitution of Alabama of 1901, or which resulted from a merger or consolidation, in Montgomery County.

(b) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.

(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.

(d) Within 10 days of the commencement of a proceeding under Section 10A-2-14.30(2) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national securities exchange, the corporation must send to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner’s shares under Section 10A-2-14.34 and accompanied by a copy of Section 10A-2-14.34.
Ala. Code § 10-12-25 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-25
Section 10-12-25 Derivative Actions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-1.20 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-1.20
Section 10A-3A-1.20 Division Definitions
Status: in_force

In this Division:

(1) “CORPORATE ACTION” means any action taken by or on behalf of the nonprofit corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of the nonprofit corporation, or the members, if any.

(2) “DATE OF THE DEFECTIVE CORPORATE ACTION” means the date (or the approximate date, if the exact date is unknown) the defective corporate action was purported to have been taken.

(3) “DEFECTIVE CORPORATE ACTION” means (i) any corporate action purportedly taken that is, and at the time that corporate action was purportedly taken would have been, within the power of the nonprofit corporation, but is void or voidable due to a failure of authorization, and (ii) an overissue.

(4) “FAILURE OF AUTHORIZATION” means the failure to authorize, approve, or otherwise effect a corporate action in compliance with the provisions of this chapter, the certificate of incorporation or bylaws, a corporate resolution, or any plan or agreement to which the nonprofit corporation is a party, if and to the extent that failure would render that corporate action void or voidable.

(5) “OVERISSUE” means the purported issuance of:

(i) membership interests of a class in excess of the number, if any, of membership interests of a class the nonprofit corporation has the power to issue under its certificate of incorporation or bylaws at the time of issuance; or

(ii) membership interests of any class that is not then authorized for issuance by the certificate of incorporation or bylaws.

(6) “PUTATITVE MEMBERSHIP INTEREST” means a membership interest of any class (including a membership interest issued upon exercise of rights, options, warrants, or other securities convertible into a membership interest of the nonprofit corporation, or interests with respect to that membership interest) that was created or issued as a result of a defective corporate action, that (i) but for any failure of authorization would constitute a valid membership interest, or (ii) cannot be determined by the board of directors to be a valid membership interest.

(7) “VALID MEMBERSHIP INTEREST” means the membership interest of any class that has been duly authorized and validly issued in accordance with this chapter, including as a result of ratification or validation under this article.

(8) “VALIDATION EFFECTIVE TIME” with respect to any defective corporate action ratified under this article means the later of:

(i) the time at which the ratification of the defective corporate action is approved by the members, if any, and if none, by the board of directors; and

(ii) the time at which any certificate of validation filed in accordance with Section 10A-3A-1.26 becomes effective.

The validation effective time shall not be affected by the filing or pendency of a judicial proceeding under Section 10A-3A-1.27 or otherwise, unless otherwise ordered by the court.
Ala. Code § 10A-5A-9.09 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-9.09
Section 10A-5A-9.09 Applicability to Foreign Limited Liability Companies
Status: in_force

In any derivative action in the right of a foreign limited liability company, or a series thereof, the right of a person to commence or maintain a derivative action in the right of a foreign limited liability company, or a series thereof, and any matters raised in the action covered by Sections 10A-5A-9.02 through 10A-5A-9.08 shall be governed by the law of the jurisdiction under which the foreign limited liability company was formed; except that any matters raised in the action covered by Sections 10A-5A-9.06, 10A-5A-9.07, and 10A-5A-9.08 shall be governed by the law of this state.
Ala. Code § 10-9C-405 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-405
Section 10-9C-405 Actions by and Against Partnership and Partners
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-6.14 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-6.14
Section 10A-20-6.14 Filing of Annual Statements
Status: in_force

(a) On or before the first day of March of each year, every company transacting business under this article in this state shall file with the Commissioner of Insurance a statement showing the amount of gross dues received by it for business done in this state during the preceding calendar year ending December 31 and the number of contracts or certificates outstanding.

(b) The corporation shall, annually, on or before the first day of March, file in the Office of the Commissioner of Insurance a statement, verified by at least two of the principal officers of the corporation, showing its condition on December 31 next preceding, which shall be in the form, and shall contain the matters, as the Commissioner of Insurance shall prescribe. Every corporation shall set up as the liability for unperformed contracts or unearned dues on all outstanding certificates 95 percent of the unearned net dues or charges collected on the contracts computed on a monthly basis, by net dues is meant the amount received by the corporation less acquisition costs. Every corporation shall at all times hold assets equal to the aggregate amount so computed over and above all other liabilities, but the Commissioner of Insurance shall allow to the credit of every company in the account of its financial condition all assets as are, or can be made, available for the payment of claims or losses in Alabama.
Ala. Code § 10A-1-6.31 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-6.31
Section 10A-1-6.31 Insurance and Other Arrangements
Status: in_force

(a) Notwithstanding any other provision of this article, an enterprise may purchase or procure or establish and maintain insurance or another arrangement to indemnify or hold harmless an existing or former governing person, delegate, officer, employee, or agent against any liability:

(1) asserted against and incurred by the person in that capacity; or

(2) arising out of the person’s status in that capacity.

(b) The insurance or other arrangement established under subsection (a) may insure or indemnify against the liability described by subsection (a) without regard to whether the enterprise otherwise would have had the power to indemnify the person against that liability under this chapter.

(c) Insurance or another arrangement that involves self-insurance or an agreement to indemnify made with the enterprise or a person that is not regularly engaged in the business of providing insurance coverage may provide for payment of a liability with respect to which the enterprise does not otherwise have the power to provide indemnification only if the insurance or arrangement is approved by the owners or members of the enterprise.

(d) For the benefit of persons to be indemnified by the enterprise, an enterprise, in addition to purchasing or procuring or establishing and maintaining insurance or another arrangement, may:

(1) create a trust fund;

(2) establish any form of self-insurance, including a contract to indemnify;

(3) secure the enterprise’s indemnity obligation by grant of a security interest or other lien on the assets of the enterprise; or

(4) establish a letter of credit, guaranty, or surety arrangement.

(e) Insurance or another arrangement established under this section may be purchased or procured or established and maintained:

(1) within the enterprise; or

(2) with any insurer or other person considered appropriate by the governing authority, regardless of whether all or part of the stock, securities, or other ownership interest in the insurer or other person is owned in whole or in part by the enterprise.

(f) A governing authority’s decision as to the terms of the insurance or other arrangement and the selection of the insurer or other person participating in an arrangement is conclusive. The insurance or arrangement is not voidable and does not subject the governing persons approving the insurance or arrangement to liability, on any ground, regardless of whether the governing persons participating in approving the insurance or other arrangement are beneficiaries of the insurance or arrangement. This subsection does not apply in case of actual fraud.
Ala. Code § 10A-2A-8.41 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.41
Section 10A-2A-8.41 Functions of Officers
Status: in_force

Each officer has the authority and shall perform the functions set forth in the certificate of incorporation or bylaws or, to the extent consistent with the certificate of incorporation or bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of other officers.
Ala. Code § 10A-3A-8.57 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.57
Section 10A-3A-8.57 Insurance
Status: in_force

A nonprofit corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the nonprofit corporation, or who, while a director or officer of the nonprofit corporation, serves at the nonprofit corporation’s request as a director, officer, partner, trustee, employee, or agent of another corporation or foreign corporation or a joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director or officer, regardless of whether the nonprofit corporation would have power to indemnify or advance expenses to the individual against the same liability under this Division E of this Article 8.
Ala. Code § 10A-3-2.13 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-2.13
Section 10A-3-2.13 Place and Notice of Directors’ Meetings; Committee Meetings
Status: in_force

(a) Meetings of the board of directors, regular or special, may be held either within or without Alabama.

(b) Regular meetings of the board of directors or any committee designated thereby may be held with or without notice as prescribed in the bylaws. Special meetings of the board of directors or any committee designated thereby shall be held upon the notice prescribed in the bylaws. Attendance of a director at a meeting shall constitute a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors or any committee designated thereby need be specified in the notice of the meeting or the waiver of notice unless required by the bylaws.

(c) Except as may be otherwise restricted by the nonprofit corporation’s governing documents, members of the board of directors or any committee designated thereby may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at that same time and participation by the means shall constitute presence in person at a meeting.
Ala. Code § 10A-2-6.23 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-6.23
Section 10A-2-6.23 Share Dividends
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) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.

(b) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless (1) the articles of incorporation so authorize, (2) a majority of the votes entitled to be cast by the class or series to be issued approve the issue, or (3) there are no outstanding shares of the class or series to be issued.

(c) An issuance of shares under this section must also meet the requirements of the Constitution of Alabama of 1901, as the same may be amended from time to time.

(d) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.
Ala. Code § 10A-4-5.08 — Alabama Code / Title 10A / Chapter 4 / Section 10A-4-5.08
Section 10A-4-5.08 Application to Existing Corporations
Status: reserved

(a) The provisions of this chapter shall apply to all existing corporations organized under the statute formerly codified as Article 11 of Chapter 4, Title 10 and repealed by Acts 1983, No. 83-514, effective January 1, 1984; provided, that any professional corporation, or nonprofit corporation, in existence on December 31, 1983, in which duly licensed medical and dental professionals are stockholders, or in the case of a nonprofit professional corporation, render medical and dental services, shall be deemed to be in compliance with Sections 10A-4-2.01 and 10A-4-2.03, as amended, and other applicable provisions of this chapter. The repeal of a prior act by this chapter shall not impair, or otherwise affect, the organization or continued existence of an existing domestic professional corporation nor the right of any foreign professional corporation presently qualified to render professional services in this state to continue to do so without again qualifying to render professional services in this state.

(b) Any unincorporated professional association organized under Article 1 of Chapter 30 may become subject to the provisions of this chapter by amending its certificate of association as a certificate of incorporation in compliance with this chapter, and delivering its certificate of incorporation to the Secretary of State for filing.

(c) Any domestic nonprofit corporation rendering professional services may become subject to the provisions of this chapter by amending its certificate of incorporation in compliance with this chapter and delivering the amendment to its certificate of incorporation to the Secretary of State for filing.

(d) The provisions of this chapter shall not apply to any unincorporated professional association now in existence under Section 10A-30-1.01, or to any domestic nonprofit corporation rendering professional services unless the association or nonprofit corporation voluntarily becomes subject to this chapter as herein provided, and nothing contained in this chapter shall alter or affect any existing or future right or privilege permitting or not prohibiting performance of professional services through the use of any other form of business organization.
Ala. Code § 10A-1-4.25 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-4.25
Section 10A-1-4.25 Effect of Certificate of Correction. (Amended by 2026-495)
Status: in_force

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

(a) After the filing officer files the certificate of correction, the filing instrument is considered to have been corrected on the date the filing instrument was originally filed, except as otherwise provided by subsection (b).

(b) As to a person who acted in reliance on the filing instrument prior to its correction and who is adversely affected by that correction, the filing instrument is considered to have been corrected on the date the certificate of correction is filed.

(c) An acknowledgment of filing or a similar instrument issued by the filing officer before a filing instrument is corrected, with respect to the effect of filing the original filing instrument, applies to the corrected filing instrument as of the date the corrected filing instrument is considered to have been filed under this section.
Ala. Code § 10-8A-305 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-305
Section 10-8A-305 Partnership Liable for Partner’s Actionable Conduct
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-7.03 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-7.03
Section 10A-9-7.03 Rights of Creditor of Partner or Transferee
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-12-10 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-10
Section 10-12-10 (Applicable to Limited Liability Companies Organized After January 1, 1998, Limited Liability Companies Not Electing to Come Under the Pre-1997 Changes, and to All Limited Liability Companies After December 31, 2000.) Articles of Organization
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-11.03 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-11.03
Section 10-2B-11.03 Action on Plan
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-8.01 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.01
Section 10-2B-8.01 Requirement for and Duties of Board of Directors
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-15-6 — Alabama Code / Title 10 / Chapter 15 / Section 10-15-6
Section 10-15-6 Merger with or Conversion from or to a Foreign Business Entity
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-504 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-504
Section 10-9C-504 Interim Distributions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-8.10 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.10
Section 10-2B-8.10 Vacancy on Board
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-401 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-401
Section 10-9C-401 Becoming General Partner
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-507 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-507
Section 10-9C-507 Right to Distribution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-1.11 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-1.11
Section 10A-1-1.11 Law Governing Filing Entities. (Amended by 2026-495)
Status: in_force

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

(a) The law of this state governs the formation and internal affairs of an entity if the entity’s formation occurs when a certificate of formation filed in accordance with Article 4 takes effect.

(b) If the formation of an entity occurs when a certificate of formation or similar instrument filed with a foreign governmental authority takes effect, the laws of the state or other jurisdiction in which that foreign governmental authority is located governs the formation and internal affairs of the entity, and the liability of its members.
Ala. Code § 10A-9A-1.10 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-1.10
Section 10A-9A-1.10 Partnership Agreement; Effect on Third Parties and Relationship to Writings Effective on Behalf of Limited Partnership
Status: in_force

(a) If a partnership agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the partnership agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by law, except that the approval of any person may be waived by that person and any conditions may be waived by all persons for whose benefit those conditions were intended.

(b) A partnership agreement may provide rights to any person, including a person who is not a party to the partnership agreement, to the extent set forth in the partnership agreement.

(c) The obligations of a limited partnership and its partners to a person in the person’s capacity as a transferee or dissociated partner are governed by the partnership agreement. A transferee and a dissociated partner are bound by the partnership agreement.

(d) If a writing that has been delivered by a limited partnership for filing in accordance with Chapter 1 and has become effective conflicts with a provision of the partnership agreement:

(1) The partnership agreement prevails as to partners, dissociated partners, and transferees; and

(2) The writing prevails as to other persons to the extent they reasonably rely on the writing.
Ala. Code § 10A-2-6.32 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-6.32
Section 10A-2-6.32 Cancellation of Reacquired Shares
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 may at any time, by resolution of its board of directors, and without shareholder action:

(1) Cancel all or any part of the shares of the corporation reacquired by it other than shares the reissuance of which is prohibited by the articles of incorporation, and in the event a statement of cancellation shall be filed under this section; or

(2) File a statement of cancellation with respect to shares the reissuance of which is prohibited by the articles of incorporation.

(b) The statement of cancellation shall be executed by the corporation and delivered to the judge of probate for filing. The statement shall set forth:

(1) The name of the corporation;

(2) The number of reacquired shares canceled by resolution duly adopted by the board of directors, itemized by classes and series, and the date of its adoption;

(3) The aggregate number of issued shares, itemized by classes and series, after giving effect to the cancellation; and

(4) If the articles of incorporation provide that any portion of the canceled shares shall not be reissued, the number of shares which the corporation will have authority to issue itemized by classes and series, after giving effect to the cancellation.

(c) Upon the filing of a statement of cancellation with respect to shares other than shares whose reissuance was prohibited by the articles of incorporation, the shares so canceled shall constitute authorized but unissued shares. The filing of a statement of cancellation with respect to shares the reissuance of which was prohibited by the articles of incorporation shall constitute an amendment of the articles of incorporation reducing the number of shares of the class of shares so canceled that the corporation is authorized to issue by the number of shares so canceled.
Ala. Code § 10A-9A-9.05 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-9.05
Section 10A-9A-9.05 Pleading
Status: in_force

In a derivative action, the complaint must state with particularity:

(a) the date and content of plaintiff’s demand and the general partner’s response by the limited partnership to the demand; or

(b) why the demand should be excused as futile.
Ala. Code § 10-2A-309 — Alabama Code / Title 10 / Chapter 2A / Section 10-2A-309
Section 10-2A-309 Appointment of Custodian for Close Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-8.58 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.58
Section 10A-2A-8.58 Variation by Corporate Action; Application of Division
Status: in_force

(a) A corporation may, by a provision in its certificate of incorporation, bylaws, or in a resolution adopted or a contract approved by the board of directors or stockholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with Section 10A-2A-8.51 or advance funds to pay for or reimburse expenses in accordance with Section 10A-2A-8.53. Any obligatory provision shall be deemed to satisfy the requirements for authorization referred to in Section 10A-2A-8.53(c) and in Section 10A-2A-8.55(c). Any provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with Section 10A-2A-8.53 to the fullest extent permitted by law, unless the provision expressly provides otherwise.

(b) A right of indemnification or to advances for expenses created by this Division E of this Article 8 or under subsection (a) and in effect at the time of an act or omission shall not be eliminated or impaired with respect to the act or omission by an amendment of the certificate of incorporation, bylaws, or a resolution of the board of directors or stockholders, adopted after the occurrence of the act or omission, unless, in the case of a right created under subsection (a), the provision creating the right and in effect at the time of the act or omission explicitly authorizes elimination or impairment after the act or omission has occurred.

(c) Any provision pursuant to subsection (a) shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise expressly provided. Any provision for indemnification or advance for expenses in the certificate of incorporation, bylaws, or a resolution of the board of directors or stockholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by Section 10A-2A-11.07(a)(4).

(d) Subject to subsection (b), a corporation may, by a provision in its certificate of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to this Division E of this Article 8.

(e) This Division E of this Article 8 does not limit a corporation’s power to pay or reimburse expenses incurred by a director or an officer in connection with appearing as a witness in a proceeding at a time when he or she is not a party.

(f) This Division E of this Article 8 does not limit a corporation’s power to indemnify, advance expenses to or provide or maintain insurance on behalf of an employee or agent.
Ala. Code § 10A-18-1.01 — Alabama Code / Title 10A / Chapter 18 / Section 10A-18-1.01
Section 10A-18-1.01 Short Title
Status: in_force

This chapter and the provisions of Chapter 1, to the extent applicable to Alabama statewide trade associations, may be cited as the Alabama Statewide Trade Association Law.
Ala. Code § 10-11-1 — Alabama Code / Title 10 / Chapter 11 / Section 10-11-1
Section 10-11-1 Legislative Intent
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-201 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-201
Section 10-3A-201 Miscellaneous Charges
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-7.30 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-7.30
Section 10A-3A-7.30 Voting Agreements
Status: in_force

(a) Except as provided in the certificate of incorporation or bylaws, two or more members may provide for the manner in which they will vote by signing a written agreement for that purpose. A voting agreement is valid for the period provided in the agreement.

(b) A voting agreement created under this section is specifically enforceable, except that a voting agreement is not enforceable to the extent that enforcement of the agreement would violate the purposes of the membership nonprofit corporation.
Ala. Code § 10-2B-6.23 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-6.23
Section 10-2B-6.23 Share Dividends
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-13.22 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-13.22
Section 10-2B-13.22 Dissenters’ Notice
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-173 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-173
Section 10-4-173 Right to Set Up Unit Independent of Parent Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-5A-12.02 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-12.02
Section 10A-5A-12.02 Relation to Electronic Signatures in Global and National Commerce Act
Status: in_force

This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. Section 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C. Section 7003(b).
Ala. Code § 10A-8-11.02 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-11.02
Section 10A-8-11.02 Savings Clause
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-2-11.04 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-11.04
Section 10A-2-11.04 Merger of Subsidiary
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) Subject to the limitations of the Constitution of Alabama of 1901, as the same may be amended from time to time, a parent corporation owning at least 80 percent of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholders of the parent or subsidiary.

(b) The board of directors of the parent shall adopt a plan of merger that sets forth:

(1) The names of the parent and subsidiary; and

(2) The manner and basis of converting the shares of the subsidiary into shares, obligations, or other securities of the parent or any other corporation or into cash or other property in whole or part.

(c) The parent shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary who does not waive the mailing requirement in writing.

(d) The parent may not deliver articles of merger to the Secretary of State for filing until at least 30 days after the date it mailed a copy of the plan of merger to each shareholder of the subsidiary who did not waive the mailing requirement.

(e) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation, except for amendments enumerated in Section 10A-2-10.02.
Ala. Code § 10A-30-2.03 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-2.03
Section 10A-30-2.03 Formation of a Close Corporation; Applicable to Corporations Formed as Close Corporations Before January 1, 1995
Status: in_force

A close corporation which was formed in accordance with former Sections 10-2A-90 through 10-2A-96 must have been authorized by the affirmative vote of all holders of and subscribers to shares of the corporation, and:

(1) The certificate of formation contains a heading stating the name of the corporation and that it is a close corporation; and

(2) The certificate of formation contains the provisions required by Section 10A-30-2.02; and

(3) Each certificate for shares conspicuously notes the fact that the corporation is a close corporation and make reference to the restriction on transfer of shares set forth in the certificate of formation.
Ala. Code § 10A-9-11.07 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-11.07
Section 10A-9-11.07 Action on Plan of Merger by Constituent Limited Partnership
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-3A-7.20 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-7.20
Section 10A-3A-7.20 Members List for Meeting
Status: in_force

(a) After fixing a record date for a meeting, a membership nonprofit corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of and to vote at the members’ meeting. Each list must be arranged by voting group (and within each voting group by class) and contain the address of, and number and class of members and votes held by, each member, and if the notice or other communications regarding the meeting have been or will be sent by the membership nonprofit corporation to a member by electronic mail or other electronic transmission, the electronic mail or other electronic transmission address of that member.

(b) The list of members entitled to notice shall be available for inspection by any member no later than the tenth day before each meeting of members; provided, however, if the record date for determining the members entitled to vote is less than 10 days before the meeting date, the list shall reflect the members entitled to vote as of the tenth day before the meeting date. The list shall be available (i) at the membership nonprofit corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held or (ii) on a reasonably accessible electronic network, provided that the information required to gain access to the list is provided with the notice of the meeting. In the event that the membership nonprofit corporation determines to make a list of members available on an electronic network, the membership nonprofit corporation may take reasonable steps to ensure that such information is available only to members of the membership nonprofit corporation. A member, or the member’s agent or attorney, is entitled on written demand to inspect and, subject to the requirements of Section 10A-3A-4.02(c), to copy a list of members, during regular business hours and at the member’s expense, during the period it is available for inspection. A membership nonprofit corporation may satisfy the member’s right to copy a list of members by furnishing a copy in the manner described in Section 10A-3A-4.03(b). A member and the member’s agent or attorney who inspects or is furnished a copy of a list of members under this subsection (b) or who copies the list under this subsection (b) may use the information on that list only for purposes related to the meeting and its subject matter and must keep the information on that list confidential.

(c) If the membership nonprofit corporation refuses to allow a member, or the member’s agent or attorney, to inspect a list of members before the meeting or any adjournment (or copy a list as permitted by subsection (b)), the designated court, and if none, the circuit court for the county in which the membership 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 membership nonprofit corporation’s most recent registered office is located, on application of the member, may summarily order the inspection or copying at the membership nonprofit corporation’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.

(d) Refusal or failure to prepare or make available a list of members does not affect the validity of action taken at the meeting.

(e) Instead of making the list of members available as provided in subsection (b), a membership nonprofit corporation may state in a notice of meeting that the membership nonprofit corporation has elected to proceed under this subsection (e). If a membership nonprofit corporation has elected to proceed under this subsection (e), a member of that membership nonprofit corporation must state in that member’s demand for inspection a proper purpose for which inspection is demanded. Within three business days after receiving a demand under this subsection (e), the membership nonprofit corporation must deliver to the member making the demand an offer of a reasonable alternative method of achieving the purpose identified in the demand without providing access to or a copy of the list of members. An alternative method that reasonably and in a timely manner accomplishes the proper purpose set forth in the demand relieves the membership nonprofit corporation from making the list of members available under subsection (b), unless within a reasonable time after acceptance of the offer the membership nonprofit corporation fails to do the things it offered to do. Any rejection of the membership nonprofit corporation’s offer must be in writing and must indicate the reasons the alternative proposed by the membership nonprofit corporation does not meet the proper purpose of the demand.

(f) The record of members of the membership nonprofit corporation shall be prima facie evidence as to who are the members entitled to examine the members’ list or record of members to vote at any meeting of members.
Ala. Code § 10A-2A-10.04 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-10.04
Section 10A-2A-10.04 Voting on Amendments by Voting Groups
Status: in_force

(a) The holders of the outstanding stock of a class are entitled to vote as a separate voting group (if stockholder voting is otherwise required by this chapter) on a proposed amendment to the certificate of incorporation if the amendment would:

(1) effect an exchange or reclassification of all or part of the stock of the class into stock of another class;

(2) effect an exchange or reclassification, or create the right of exchange, of all or part of the stock of another class into stock of the class;

(3) change the rights, preferences, or limitations of all or part of the stock of the class;

(4) change the stock of all or part of the class into a different number of shares of stock of the same class;

(5) create a new class of stock having rights or preferences with respect to distributions that are prior or superior to the stock of the class;

(6) increase the rights, preferences, or number of authorized shares of stock of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions that are prior or superior to the stock of the class;

(7) limit or deny an existing preemptive right of all or part of the stock of the class; or

(8) cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the stock of the class.

(b) If a proposed amendment would affect a series of a class of stock in one or more of the ways described in subsection (a), the holders of stock of that series are entitled to vote as a separate voting group on the proposed amendment.

(c) If a proposed amendment that entitles the holders of two or more classes or series of stock to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the holders of stock of all the classes or series so affected shall vote together as a single voting group on the proposed amendment, unless otherwise provided in the certificate of incorporation or added as a condition by the board of directors pursuant to Section 10A-2A-10.03(c).

(d) A class or series of stock is entitled to the voting rights granted by this section even if the certificate of incorporation provides that the stock is nonvoting stock.
Ala. Code § 10A-5A-1.08 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-1.08
Section 10A-5A-1.08 Limited Liability Company Agreement - Scope; Function; and Limitations
Status: in_force

(a) Except as otherwise provided in subsections (b) and (c):

(1) the limited liability company agreement governs relations among the members as members and between the members and the limited liability company; and

(2) to the extent the limited liability company agreement does not otherwise provide for a matter described in subsection (a)(1), this chapter governs the matter.

(b)(1) To the extent that, at law or in equity, a member or other person has duties, including fiduciary duties, to the limited liability company, or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement, the member’s or other person’s duties may be expanded or restricted or eliminated by a written limited liability company agreement, but the implied contractual covenant of good faith and fair dealing may not be eliminated.

(2) A written limited liability company agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties, including fiduciary duties, of a member or other person to a limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement, but a limited liability company agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.

(3) A member or other person shall not be liable to a limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement for breach of fiduciary duty for the member’s or other person’s good faith reliance on the limited liability company agreement.

(4) A limited liability company agreement may provide any or all of the following :

(A) a member , dissociated member, or transferee who fails to perform in accordance with, or to comply with the terms and conditions of, the limited liability company agreement shall be subject to specified penalties or specified consequences;

(B) at the time or upon the happening of events specified in the limited liability company agreement, a member , dissociated member, or transferee may be subject to specified penalties or specified consequences ; and

(C) subject to Section 10A-5A-1.08(c), an act or transaction under the limited liability company agreement by the limited liability company, a member, dissociated member, or transferee is void or voidable.

(5) A penalty or consequence that may be specified under paragraph (4) of this subsection may include and take the form of reducing or eliminating the defaulting member’s or transferee’s proportionate interest in a limited liability company, subordinating the member’s or transferee’s transferable interest to that of non-defaulting members or transferees, forcing a sale of that transferable interest, forfeiting the defaulting member’s or transferee’s transferable interest, the lending by other members or transferees of the amount necessary to meet the defaulting member’s or transferee’s commitment, a fixing of the value of the defaulting member’s or transferee’s transferable interest by appraisal or by formula and redemption or sale of the transferable interest at that value, or other penalty or consequence.

(6) A written limited liability company agreement may supersede, in whole or in part, the provisions of Division C of Article 3 of Chapter 1.

(c) A limited liability company agreement may not:

(1) vary the nature of the limited liability company as a separate legal entity under Section 10A-5A-1.04(a);

(2) vary the law applicable under Section 10A-5A-1.05;

(3) restrict the rights under this chapter of a person other than a member, dissociated member, or transferee;

(4) vary the power of the court under Section 10A-5A-2.05;

(5) eliminate the implied contractual covenant of good faith and fair dealing as provided under Section 10A-5A-1.08(b)(1);

(6) eliminate or limit the liability of a member or other person for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing as provided under Section 10A-5A-1.08(b)(2);

(7) waive the requirements of Section 10A-5A-4.04(c);

(8) vary the law applicable under Section 10A-5A-4.06(c);

(9) reduce the limitations period specified under Section 10A-5A-4.06(d) for an action commenced under other applicable law;

(10) waive the prohibition on issuance of a certificate of a transferable interest in bearer form under Section 10A-5A-5.02(c);

(11) vary the power of a court to decree dissolution in the circumstances specified in Section 10A-5A-7.01(d) or in Section 10A-5A-11.09(e);

(12) vary the requirement to wind up a limited liability company’s activities and affairs as specified in Section 10A-5A-7.02(a);

(13) vary the provisions of Section 10A-5A-8.01;

(14) vary the right of a member under Section 10A-5A-10.09;

(15) waive the requirements of Section 10A-5A-11.02(b) ; or

(16) vary the provisions of Section 10A-5A-1.11(c), (d), or (e).
Ala. Code § 10A-9A-10.05 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-10.05
Section 10A-9A-10.05 Effect of Conversion
Status: in_force

(a) When a conversion takes effect:

(1) all property and contract rights owned by the converting organization remains vested in the converted organization without transfer, reversion, or impairment and the title to any property vested by deed or otherwise in the converting organization shall not revert or be in any way impaired by reason of the conversion;

(2) all debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization and neither the rights of creditors, nor the liens upon the property of the converting organization shall be impaired by the conversion;

(3) an action or proceeding pending by or against the converting organization continues as if the conversion had not occurred and the name of the converted entity may, but need not, be substituted for the name of the converting entity in any pending action or proceeding;

(4) except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;

(5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect;

(6) except as otherwise agreed, for all purposes of the laws of this state, the converting organization shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of the converting organization;

(7) for all purposes of the laws of this state, the rights, privileges, powers, interests in property, debts, liabilities, and duties of the converting organization, shall be the rights, privileges, powers, interests in property, debts, liabilities, and duties of the converted organization, and shall not be deemed as a consequence of the conversion, to have been transferred to the converted organization;

(8) if the converted organization is a limited partnership, for all purposes of the laws of this state, the limited partnership shall be deemed to be the same organization as the converting organization, and the conversion shall constitute a continuation of the existence of the converting organization in the form of a limited partnership;

(9) if the converted organization is a limited partnership, the existence of the limited partnership shall be deemed to have commenced on the date the converting organization commenced its existence in the jurisdiction in which the converting organization was first created, formed, organized, incorporated, or otherwise came into being;

(10) the conversion shall not affect the choice of law applicable to matters arising prior to conversion; and

(11) if the Secretary of State has assigned a unique identifying number or other designation to the converting organization and (i) the converted organization is formed pursuant to, or its internal affairs are governed by, the laws of this state or (ii) the converted organization is, within 30 days after the effective date of the conversion, registered to transact business in this state, then that unique identifying number or other designation shall continue to be assigned to the converted organization.

(b) A converted organization that is a foreign entity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting limited partnership, or series thereof, is liable if, before the conversion, the converting limited partnership was subject to suit in this state on the debt, obligation, or other liability. If a converted organization that is a foreign entity fails to designate or maintain a registered agent, or the designated registered agent cannot with reasonable diligence be served, then service of process on that converted organization for the purposes of enforcing a debt, obligation, or other liability under this subsection may be made in the same manner and has the same consequences as provided in Section 10A-1-5.35.
Ala. Code § 10-3A-171 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-171
Section 10-3A-171 Powers of Foreign Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-12-32 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-32
Section 10-12-32 Transferability of Member’s Interest
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-10.09 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-10.09
Section 10A-9A-10.09 Effect of Merger
Status: in_force

(a) When a merger becomes effective:

(1) the surviving organization continues or, in the case of a surviving organization created pursuant to the merger, comes into existence;

(2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity;

(3) except as provided in the plan of merger all property owned by, and every contract right possessed by, each constituent organization that ceases to exist vests in the surviving organization without transfer, reversion, or impairment and the title to any property and contract rights vested by deed or otherwise in the surviving organization shall not revert, be in any way impaired, or be deemed to be a transfer by reason of the merger;

(4) all debts, obligations, and other liabilities of each constituent organization, other than the surviving organization, are debts, obligations, and other liabilities of the surviving organization, and neither the rights of creditors, nor any liens upon the property of any constituent organization, shall be impaired by the merger;

(5) an action or proceeding pending by or against any constituent organization continues as if the merger had not occurred and the name of the surviving organization may be, but need not be, substituted in any pending proceeding for the name of any constituent organization whose separate existence ceased in the merger;

(6) except as prohibited by law other than this chapter, or as provided in the plan of merger, all of the rights, privileges, franchises, immunities, powers, and purposes of each constituent organization, other than the surviving organization, vest in the surviving organization;

(7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;

(8) except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership;

(9) if the surviving organization is created pursuant to the merger:

(A) if it is a limited partnership, the certificate of formation becomes effective; or

(B) if it is an organization other than a limited partnership, the organizational documents that create the organization become effective;

(10) if the surviving organization existed before the merger, any amendments provided for in the statement of merger for the organizational documents of that organization become effective;

(11) the transferable interests of each limited partnership that is a constituent organization to the merger, and the ownership interests of each organization that is not a limited partnership, but is a constituent organization to the merger, that are to be converted in accordance with the terms of the merger into transferable interest, ownership interests, other securities, obligations, rights to acquire transferable interest, ownership interests, or other securities, cash, other property, or any combination of the foregoing, are converted, and the former holder of such transferable interests or ownership interests is entitled only to the rights provided to that former holder by those terms or the statute governing that former holder’s constituent organization; and

(12) if the surviving organization exists before the merger:

(i) except as provided in the plan of merger, all the property and contract rights of the surviving organization remain its property and contract rights without transfer, reversion, or impairment;

(ii) the surviving organization remains subject to all its debts, obligations, and other liabilities; and

(iii) except as provided by law other than this chapter, or the plan of merger, the surviving organization continues to hold all of its rights, privileges, franchises, immunities, powers, and purposes.

(b) A surviving organization that is a foreign entity consents to the jurisdiction of this state to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the debt, obligation, or other liability. If a surviving organization that is a foreign entity fails to designate or maintain a registered agent, or the designated registered agent cannot with reasonable diligence be served, then the service of process on that surviving organization for the purposes of enforcing a debt, obligation, or other liability under this subsection may be made in the same manner and has the same consequences as provided in Section 10A-1-5.35.
Ala. Code § 10A-30-1.07 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-1.07
Section 10A-30-1.07 Stock and Nonstock Associations; Nature and Transferability of Members’ Interests; Applicable to Professional Associations Formed Prior to January 1, 1984
Status: in_force

A professional association organized pursuant to this article may issue stock or certificates of evidence of ownership of an interest in the assets of the professional association to the members of a stock-type association, or the association may be a nonstock organization with the members owning no individual interest in the assets of the association but with the rights and duties specified in the certificate of formation, or the association may be a nonstock organization with the members owning undivided interests in the assets of the association according to the certificate of formation. The stock or certificates of ownership, if a stock-type association, or a membership in a nonstock association, shall be freely transferable, except as may be lawfully restricted in the certificate of formation. A professional association may issue its capital stock to, if it is a stock-type association, or accept as members of the professional association, if a nonstock association, only persons who are duly licensed or otherwise legally authorized to render the same professional service as that for which the professional association was organized. Subject to the provisions of the certificate of formation, the estate of a member or shareholder who was a person duly licensed or otherwise legally authorized to render the same professional service as that for which the professional association was organized may continue to hold stock or membership pursuant to the certificate of formation for a reasonable period of administration of the estate, but shall not be authorized to participate in any decisions concerning the rendering of professional service.
Ala. Code § 10-2B-15.03 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-15.03
Section 10-2B-15.03 Application for Certificate of Authority
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-14.07 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-14.07
Section 10A-2A-14.07 Other Claims Against Dissolved Corporation
Status: in_force

(a) A dissolved corporation may publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.

(b) The notice authorized by subsection (a) must:

(1) be published at least one time in a newspaper of general circulation in the county in which the dissolved corporation’s principal office is located or, if it has none in this state, in the county in which the corporation’s most recent registered office is located;

(2) describe the information that must be included in a claim and provide a mailing address to which the claim is to be sent; and

(3) state that if not sooner barred, a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice.

(c) If a dissolved corporation publishes a newspaper notice in accordance with subsection (b), unless sooner barred by any other statute limiting actions, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two years after the publication date of the newspaper notice:

(1) a claimant who was not given notice under Section 10A-2A-14.06;

(2) a claimant whose claim was timely sent to the dissolved corporation but not acted on by the dissolved corporation; and

(3) a claimant whose claim is contingent at the effective date of the dissolution of the corporation, or is based on an event occurring after the effective date of the dissolution of the corporation.

(d) A claim that is not barred under this section, any other statute limiting actions, or Section 10A-2A-14.06 may be enforced:

(1) against a dissolved corporation, to the extent of its undistributed assets; and

(2) except as provided in subsection (h), if the assets of a dissolved corporation have been distributed after dissolution, against each stockholder to the extent of the stockholder’s proportionate share of the claim or of the assets distributed to that stockholder after dissolution, whichever is less, but a stockholder’s total liability for all claims under subsection (d) may not exceed the total amount of assets distributed to that stockholder after dissolution of the corporation.

(e) A dissolved corporation that published a notice under this section may file an application with the circuit court for the county in which the dissolved corporation’s principal office is located in this state and if the corporation does not have a principal office within this state, with the circuit court for the county in which the dissolved corporation’s most recent registered office is located, for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of the dissolution of the corporation but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of the dissolution of the corporation. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection (c).

(f) Within 10 days after the filing of the application provided for in subsection (e), notice of the proceeding shall be given by the dissolved corporation to each potential claimant as described in subsection (e).

(g) The circuit court under subsection (e) may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation.

(h) Provision by the dissolved corporation for security in the amount and the form ordered by the circuit court under subsection (e) shall satisfy the dissolved corporation’s obligation with respect to claims that are contingent, have not been made known to the dissolved corporation, or are based on an event occurring after the effective date of the dissolution of the corporation, and those claims may not be enforced against a stockholder to whom assets have been distributed by the dissolved corporation after the effective date of the dissolution of the corporation.

(i) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.

(j) If a claim has been satisfied, disposed of, or barred under Section 10A-2A-14.06, this section, or other law, the person or persons designated to wind up the affairs of a corporation, and the stockholders receiving assets from the dissolved corporation, shall not be liable for that claim.
Ala. Code § 10A-2-3.01 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-3.01
Section 10A-2-3.01 Purpose
Status: reserved

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

Corporations may be organized under this chapter for any lawful purpose.
Ala. Code § 10A-18-1.04 — Alabama Code / Title 10A / Chapter 18 / Section 10A-18-1.04
Section 10A-18-1.04 Alabama Statewide Trade Association Records
Status: in_force

(a) In lieu of any records required to be maintained by a membership nonprofit corporation under the Alabama Nonprofit Corporation Law, a statewide trade association must maintain the following records:

(1) its certificate of incorporation as currently in effect;

(2) its bylaws as currently in effect;

(3) its policies and procedures as currently in effect;

(4) minutes of all meetings of its board of directors and its members;

(5) a list of the names and business addresses of its current directors and officers;

(6) its annual financial statements, annual audits, and annual federal and state income tax returns for its last three fiscal years (or such shorter period of existence); and

(7) a list of its current members in alphabetical order by class of membership showing the address for each member to which notices and other communications from the Alabama statewide trade association are to be sent.

(b) An Alabama statewide trade association shall maintain its books and records for its last three fiscal years (or such shorter period of existence) in a form that permits preparation of the financial statements in accordance with generally accepted accounting principles as applied to nonprofit corporations. Financial statements shall mean balance sheets, income statements, statements of activities, notes to financial statements, statements of financial position, and any investment summaries.

(c) An Alabama statewide trade association shall have an annual audit of its financial statements. The audit shall be conducted by an independent certified public accounting firm that regularly audits nonprofit entities. The independent certified public accounting firm shall be appointed annually by the board of directors.
Ala. Code § 10A-2A-9.11 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-9.11
Section 10A-2A-9.11 Conversion
Status: in_force

(a) An organization other than a corporation may convert to a corporation, and a corporation may convert to an organization other than a corporation pursuant to this article, and a plan of conversion, if:

(1) the governing statute of the organization that is not a corporation authorizes the conversion;

(2) the law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and

(3) the converting organization and the converted organization each comply with the governing statute and organizational documents applicable to that organization in effecting the conversion.

(b) A plan of conversion must be in writing and must include:

(1) the name, type of organization, and mailing address of the principal office of the converting organization and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;

(2) the name, type of organization, and mailing address of the principal office of the converted organization after conversion;

(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration allowed in Section 10A-9A-10.02(c); and

(4) the organizational documents of the converted organization.

(c) In connection with a conversion, rights or securities of or interests in the converting organization may be exchanged for or converted into cash, property, or rights or securities of or interests in the converted organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another organization or may be cancelled.

(d) In addition to the requirements of subsection (a), a plan of conversion may contain any other provision not prohibited by law.

(e) The terms of a plan of conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with Section 10A-2A-1.20(c).

(f) At the time of the approval of the plan of conversion in accordance with this chapter, the plan of conversion is not required to contain or have attached thereto any disclosure letter, disclosure schedules, or similar documents or instruments contemplated by the plan of conversion that modify, supplement, qualify, or make exceptions to representations, warranties, covenants, or conditions contained in the plan of conversion.
Ala. Code § 10A-2A-14.13 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-14.13
Section 10A-2A-14.13 Decree of Dissolution
Status: in_force

(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Section 10A-2A-14.10 exist, the court may enter a decree dissolving the corporation and specifying the effective date of the dissolution. If the court enters a decree dissolving the corporation, then the clerk of the court shall deliver a certified copy of the decree to the Secretary of State for filing.

(b) After entering the decree of dissolution, the court shall direct the winding-up and liquidation of the corporation’s business and affairs in accordance with Section 10A-2A-14.05 and the notification of claimants in accordance with Sections 10A-2A-14.06 and 10A-2A-14.07.
Ala. Code § 10-9C-906 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-906
Section 10-9C-906 Revocation of Certificate of Authority
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3B-14 — Alabama Code / Title 10 / Chapter 3B / Section 10-3B-14
Section 10-3B-14 Summons and Compaint; Service on Whom
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-11.01 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-11.01
Section 10A-9A-11.01 Application to Existing Relationships
Status: in_force

(a) Beginning January 1, 2017, this chapter governs all limited partnerships and all foreign limited partnerships.

(b) With respect to a limited partnership formed before January 1, 2010, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:

(1) Section 10A-1-3.03 does not apply and the limited partnership has whatever duration it had under the law applicable immediately before January 1, 2010.

(2) The limited partnership is not required to amend its certificate of formation to comply with Section 10A-9A-2.01(a)(5); but once amended or restated, the certificate of formation must comply with Section 10A-9A-2.01(a)(5).

(3) Sections 10A-9A-6.01 and 10A-9A-6.02 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2010.

(4) Section 10A-9A-6.03(4) does not apply.

(5) Section 10A-9A-6.03(5) does not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2010.

(6) Section 10A-9A-8.01(c) does not apply and the connection between a person’s dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2010.

(c) With respect to limited partnerships formed before January 1, 2017:

(1) the limited partnership’s formation document, whether a certificate of limited partnership or a certificate of formation is deemed to be the limited partnership’s certificate of formation; and

(2) the limited partnership’s partnership agreement is deemed the limited partnership’s partnership agreement.

(d) With respect to a limited partnership formed before October 1, 1998, the term “partnership agreement” as defined in Section 10A-9A-1.02(10), includes the certificate of partnership.
Ala. Code § 10A-5A-9.05 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-9.05
Section 10A-5A-9.05 Pleading
Status: in_force

In a derivative action, the complaint must state with particularity:

(a) the date and content of plaintiff’s demand and the response by the limited liability company or the series, as the case may be, to the demand; or

(b) why the demand should be excused as futile.
Ala. Code § 10A-3A-1.62 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-1.62
Section 10A-3A-1.62 Governing Law of Foreign Nonprofit Corporations
Status: in_force

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

(1) the incorporation and internal affairs of the foreign nonprofit corporation;

(2) the liability of its members as members for the debts, obligations, or other liabilities of the foreign nonprofit corporation; and

(3) the authority of the directors and officers of the foreign nonprofit corporation.

(b) A foreign nonprofit corporation is not precluded from registering to do business in this state because of any difference between the law of the foreign nonprofit corporation’s jurisdiction of formation and the law of this state.
Ala. Code § 10-2B-6.22 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-6.22
Section 10-2B-6.22 Liability of Shareholders and Subscribers
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-43 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-43
Section 10-4-43 Incorporation by Successor of Unincorporated or Defectively Incorporated Conference
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-5A-10.01 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-10.01
Section 10A-5A-10.01 Conversion
Status: in_force

(a) An organization other than a limited liability company may convert to a limited liability company, and a limited liability company may convert to an organization other than a limited liability company pursuant to this section, Sections 10A-5A-10.02 through 10A-5A-10.03, and a plan of conversion, if:

(1) the governing statute of the organization that is not a limited liability company authorizes the conversion;

(2) the law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and

(3) the converting organization and the converted organization each comply with the governing statute and organizational documents applicable to that organization in effecting the conversion.

(b) A plan of conversion must be in writing and must include:

(1) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;

(2) the name, type of organization, and mailing address of the principal office of the converted organization after conversion;

(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration allowed in Section 10A-5A-10.01(c); and

(4) the organizational documents of the converted organization.

(c) In connection with a conversion, rights or securities of or interests in the converting organization may be exchanged for or converted into cash, property, or rights or securities of or interests in the converted organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another organization or may be cancelled.

(d) At the time of the approval of the plan of conversion in accordance with Section 10A-5A-10.02, the plan of conversion is not required to contain or have attached thereto any disclosure letter, disclosure schedules, or similar documents or instruments contemplated by the plan of conversion that modify, supplement, qualify, or make exceptions to representations, warranties, covenants, or conditions contained in the plan of conversion.
Ala. Code § 10A-21-2.12 — Alabama Code / Title 10A / Chapter 21 / Section 10A-21-2.12
Section 10A-21-2.12 Aiding of Another Corporation in Railroad Construction or Entering into Line Arrangements
Status: in_force

(a) Any railroad corporation and any mining, manufacturing, or quarrying corporation may, at any time, by means of subscription to the capital stock of any other corporation or company or otherwise, aid the corporation or company in the construction of its railroad for the purpose of forming a connection with the railroad or the principal place of business or works of the corporation furnishing the aid.

(b) Any corporation may purchase at judicial sale, or otherwise hold and use or lease any part or all of the railroad constructed by another corporation or company, together with its franchises, rights, and property, or may acquire, hold, and use all or any part of the capital stock of another corporation chartered under the laws of this state or any other state, if the railroad or railroads so purchased connect with, or will, when completed, connect with the railroad works, factory, or plant of the purchasing or leasing corporation, either directly or by means of an intervening line; or any two or more companies whose lines are or will be so connected may enter into any arrangement for their common benefit, consistent with and calculated to promote the objects for which they were created.

(c) No aid shall be furnished nor any purchase, lease, or arrangement perfected as mentioned in this section until a meeting of the stockholders of each of the corporations has been called by the directors thereof, at such time and place and in such manner as they shall designate, and the holders of the larger amount in value of the stock of each of the corporations represented, by voting at a meeting in person or by proxy, shall have assented thereto and copies of the proceedings of the meetings certified by the president, or other managing head of the corporations, under the corporate seal shall be filed in the office of the Secretary of State.
Ala. Code § 10A-3A-6.02 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-6.02
Section 10A-3A-6.02 Membership Status
Status: in_force

(a) A person may not be admitted as a member of a nonprofit corporation without that person’s consent.

(b) If a membership nonprofit corporation provides certificates of membership to the members, the certificates shall not be registered or transferable except as provided in the certificate of incorporation or bylaws. Each certificate of membership shall comply with Sections 10A-1-3.42, 10A-1-3.43(b), and 10A-1-3.44. No membership certificate shall be issued in bearer form.

(c) A person is not a member of a nonprofit corporation unless (i) the nonprofit corporation is a membership nonprofit corporation and (ii) the person meets the definition of a “member” in Section 10A-3A-1.02, regardless of whether the nonprofit corporation designates or refers to the person as a member.

(d) A person is not a member of a nonmembership nonprofit corporation, regardless of whether the nonmembership nonprofit corporation designates or refers to the person as a member.
Ala. Code § 10-3A-150 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-150
Section 10-3A-150 Procedure in Liquidation of Corporation by Court
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-12-22 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-22
Section 10-12-22 (Applicable to Limited Liability Companies Organized After January 1, 1998, Limited Liability Companies Not Electing to Come Under the Pre-1997 Changes, and to All Limited Liability Companies After December 31, 2000.) Management of the Limited Liability Company; Creation of Classes; Voting; Rights; Meetings
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-6.08 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-6.08
Section 10A-20-6.08 License, Privilege, or Other Taxes by Municipalities or Counties Prohibited
Status: in_force

No license, privilege, or other tax shall be charged any corporation organized under this article by or on behalf of any city or municipality of this state, and no license, privilege, or other tax in excess of the amount paid to the state under this article shall be charged any corporation by or on behalf of any county of this state.
Ala. Code § 10A-2A-7.02 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.02
Section 10A-2A-7.02 Special Meetings
Status: in_force

(a) Special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.

(b) In the event that the certificate of incorporation or bylaws allow stockholders to demand a special meeting of the stockholders, then if not otherwise fixed under Section 10A-2A-7.03 or Section 10A-2A-7.07, the record date for determining stockholders entitled to demand a special meeting shall be the first date on which a signed stockholder demand is delivered to the corporation. No written demand for a special meeting shall be effective unless, within 60 days of the earliest date on which the demand delivered to the corporation as allowed by the certificate of incorporation or bylaws was signed, written demands signed by stockholders holding at least the percentage of votes specified in or fixed in accordance with the certificate of incorporation or bylaws have been delivered to the corporation.

(c) Unless the board of directors determines to hold the meeting solely by means of remote participation in accordance with Section 10A-2A-7.09(c), special meetings of stockholders may be held (i) in or out of this state at the place stated in or fixed in accordance with the certificate of incorporation or bylaws or (ii) if no place is stated in or fixed in accordance with the certificate of incorporation or bylaws, at the corporation’s principal office.

(d) Only business within the purpose or purposes described in the meeting notice required by Section 10A-2A-7.05(c) may be conducted at a special meeting of stockholders.
Ala. Code § 10-4-8 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-8
Section 10-4-8 Fees to Be Paid Secretary of State
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-11.05 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-11.05
Section 10A-9A-11.05 Repeals
Status: reserved

Effective January 1, 2017, the following parts of the Code of Alabama 1975 are repealed: Sections 10A-9-1.01 to 10A-9-12.08, inclusive, as amended and in effect immediately before the effective date of this act.
Ala. Code § 10A-17-2.13 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.13
Section 10A-17-2.13
Status: in_force

Venue shall be:

(1) As provided in Section 6-3-6; or

(2) The county in which the agent authorized to receive service of process under Section 10A-17-2.10 resides.
Ala. Code § 10-9C-604 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-604
Section 10-9C-604 Person’s Power to Dissociate as General Partner; Wrongful Dissociation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-5.03 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.03
Section 10A-1-5.03 Names Prohibited
Status: reserved

(a) A domestic entity may not have a name and a foreign filing entity may not register to transact business in this state under a name that is the same as or not distinguishable on the records of the Secretary of State from:

(1) the name of another existing filing entity or a general partnership that has an effective statement of partnership, statement of not for profit partnership, or limited liability partnership under Chapter 8A;

(2) the name of a foreign filing entity that has a registration under Article 7;

(3) a name that is reserved under Division B.

(b) Subsection (a) does not apply if the other entity or the person for whom the name is reserved consents in writing to the use of a name not distinguishable on the records of the Secretary of State, and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable on the records of the Secretary of State from the name for which application was made.

(c) In determining whether a name is the same as or not distinguishable on the records of the Secretary of State from the name of another entity, words, phrases, or abbreviations indicating the type of entity, such as “corporation,” “corp.,” “general partnership,” “GP,” “G.P.,” “not for profit general partnership,” “NGP,” “N.G.P.,” “incorporated,” “Inc.,” “limited liability company,” “LLC,” “L.L.C.,” “limited partnership,” “LP,” “L.P.,” “Ltd.,” “limited liability limited partnership,” “LLLP,” “L.L.L.P.,” “limited liability partnership,” “LLP,” or “L.L.P.” shall not be taken into account unless waived in writing by the incumbent holder of the name.
Ala. Code § 10A-1-5.12 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.12
Section 10A-1-5.12 Reservation of Certain Names Prohibited; Exceptions
Status: reserved

(a) The Secretary of State may not reserve a name that is the same as, or not distinguishable on the records of the Secretary of State from:

(1) the name of an existing filing entity; the name of a general partnership that has an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State under Chapter 8A;

(2) the name of a foreign filing entity that has a registration under Article 7; or

(3) a name that is reserved under this division.

(b) Subsection (a) does not apply if the other entity or the person for whom the name is reserved consents in writing to the subsequent reservation of a name not distinguishable on the records of the Secretary of State, and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable on the records of the Secretary of State from the name applied for or, if the conflict is with a reserved or registered name, transfers its reservation to the applicant pursuant to Section 10A-1-5.16.
Ala. Code § 10A-2-11.02 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-11.02
Section 10A-2-11.02 Share Exchange
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) Subject to the limitations of the Constitution of Alabama of 1901, as it may be amended from time to time, a corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts and, if required by Section 10A-2-11.03, the shareholders of each corporation approve the exchange.

(b) The plan of exchange shall set forth all of the following:

(1) The name of the corporation whose shares will be acquired and the name of the acquiring corporation.

(2) The terms and conditions of the exchange.

(3) The manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or other property in whole or part.

(c) The plan of exchange may set forth other provisions relating to the exchange.

(d) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise.
Ala. Code § 10A-2A-13.23 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-13.23
Section 10A-2A-13.23 Perfection of Rights; Right to Withdraw
Status: in_force

(a) A stockholder who receives notice pursuant to Section 10A-2A-13.22 and who wishes to exercise appraisal rights shall sign and return the form sent by the corporation and, in the case of certificated stock, deposit the stockholder’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to Section 10A-2A-13.22(b)(2)(ii). In addition, if applicable, the stockholder shall certify on the form whether the beneficial owner of the stock acquired beneficial ownership of the stock before the date required to be set forth in the notice pursuant to Section 10A-2A-13.22(b)(1)(i). If a stockholder fails to make this certification, the corporation may elect to treat the stockholder’s stock as after-acquired stock under Section 10A-2A-13.25. Once a stockholder deposits the certificates or, in the case of uncertificated stock, returns the signed forms, that stockholder loses all rights as a stockholder, unless the stockholder withdraws pursuant to subsection (b).

(b) A stockholder who has complied with subsection (a) may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to Section 10A-2A-13.22(b)(2)(v). A stockholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation’s written consent.

(c) A stockholder who does not sign and return the form and, in the case of certificated stock, deposit that stockholder’s stock certificates where required, each by the date set forth in the notice described in Section 10A-2A-13.22(b), shall not be entitled to payment under this Article 13.
Ala. Code § 10A-2-6.22 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-6.22
Section 10A-2-6.22 Liability of Shareholders and Subscribers
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 purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement.

(b) Neither a subscriber nor a shareholder of a corporation is personally liable for the acts or debts of the corporation.

(c) A corporation may have a lien on the shares of its shareholders for any debt or liability incurred to it by the shareholders before notice or transfer of or levy on the shares, if the right to a lien is provided for in the articles of incorporation and is recited conspicuously on its certificates for shares of stock.
Ala. Code § 10A-20-1.01 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-1.01
Section 10A-20-1.01 Authority to Incorporate
Status: in_force

Any bishop of a diocese consisting wholly or in part of territory in Alabama may become a corporation sole with the power and authority defined in this article by proceeding according to the provisions of this article.
Ala. Code § 10A-9-12.03 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-12.03
Section 10A-9-12.03 Relation to Electronic Signatures in Global and National Commerce Act
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-20-1.07 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-1.07
Section 10A-20-1.07 Dissolution
Status: in_force

Any corporation sole under this article may be dissolved by the bishop who constitutes the corporation filing with the Secretary of State an application therefor, which shall be subscribed, sworn to, and certified as in the case of an application for incorporation. Upon the filing of the certificate, the corporation shall cease, and all its property rights and liabilities shall pass to the bishop, but no bishop shall be responsible for liabilities of a dissolved corporation in any greater sum than the value of property of the corporation which may come into possession of the bishop upon its dissolution. The Secretary of State shall record the application for dissolution and shall make and issue to the bishop, under the seal of the state, a certificate that the corporation is dissolved and shall record this certificate with the application for dissolution.
Ala. Code § 10A-10-1.21 — Alabama Code / Title 10A / Chapter 10 / Section 10A-10-1.21
Section 10A-10-1.21 Income Tax
Status: in_force

(a) A real estate investment trust shall be subject to the tax imposed by Section 40-18-31, provided, that for purposes of Section 40-18-33, the “net income” of a real estate investment trust shall mean “real estate investment trust taxable income” as defined in 26 U.S.C. Section 857 as in effect from time to time.

(b) Solely for purposes of conforming federal law with Alabama law, the “net income” of a real estate investment trust determined pursuant to subsection (a) shall be further adjusted as follows:

(1) The deduction for intercorporate dividends received under Section 40-18-35(a) (7), shall not be allowed.

(2) The deduction for dividends paid, as defined in 26 U.S.C. Section 561, shall be allowed but (i) shall be computed without regard to that portion of the deduction which is attributable to the amount equal to the net income from foreclosure property as defined in 26 U.S.C. Section 857, and (ii) shall be limited by the provisions of Section 40-18-35(c). The dividends received deduction for dividends received from a Captive REIT shall be limited as provided in Section 40-18-35(a)(7)d.

(3) The net income shall be computed without regard to application by Section 40-18-13, or 26 U.S.C. Section 443(b), relating to computation of tax on change of annual accounting period.

(4) There shall be deducted an amount equal to the tax imposed for the taxable year by 26 U.S.C. Section 857(b) (5), as in effect from time to time.

(5) There shall be excluded an amount equal to any net income derived from prohibited transactions as defined in 26 U.S.C. Section 857, and no deduction shall be allowed for the federal tax equal to 100 percent of the net income derived from the prohibited transactions.

(c) In computing the tax imposed by this section, “qualified REIT subsidiaries” of a real estate investment trust shall be treated in accordance with 26 U.S.C. Section 856(i), as amended, from time to time, and the rulings and regulations adopted hereunder.

(d) For purposes of determining the source of income from distributions of a real estate investment trust to its shareholders, the income shall not be construed to arise from sources within Alabama merely because the title and ownership of the real estate investment trust property or the evidence thereof is vested in a real estate investment trust organized under this chapter.

(e) The Commissioner of Revenue shall adopt the rulings and regulations necessary to conform the treatment of real estate investment trusts to the applicable provisions of Title 26 of the United States Code, as amended from time to time.
Ala. Code § 10A-9-1.07 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-1.07
Section 10A-9-1.07 Supplemental Principles of Law; Rate of Interest
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-2B-3.03 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-3.03
Section 10-2B-3.03 Emergency Powers
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-111 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-111
Section 10-9C-111 Required Information
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8-7.01 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-7.01
Section 10A-8-7.01 Purchase of Dissociated Partner’s Interest
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 § 10-4-177 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-177
Section 10-4-177 Declaratory Actions - Judgment
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-14-10 — Alabama Code / Title 10 / Chapter 14 / Section 10-14-10
Section 10-14-10 Internal Capital Accounts
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-16.01 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-16.01
Section 10A-2-16.01 Corporate Records
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 shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.

(b) A corporation shall maintain appropriate accounting records.

(c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class or shares showing the number and class of shares held by each.

(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(e) Each domestic corporation and any foreign corporation having its principal office within this state shall keep a copy of the following records at its principal office:

(1) Its articles or restated articles of incorporation and all amendments to them currently in effect;

(2) Its bylaws or restated bylaws and all amendments to them currently in effect;

(3) Resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;

(4) The minutes of all shareholders’ meetings, and records of all actions taken by shareholders without a meeting, for the past three years;

(5) All written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under Section 10A-2-16.20;

(6) A list of the names and business addresses of its current directors and officers; and

(7) Its most recent annual report delivered to the Secretary of State under Section 10A-2-16.22, or public record information filed with the Department of Revenue in lieu thereof.
Ala. Code § 10A-2A-14.08 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-14.08
Section 10A-2A-14.08 Director Duties
Status: in_force

(a) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions in liquidation of assets to stockholders after payment or provision for claims.

(b) Directors of a dissolved corporation which has disposed of claims under Section 10A-2A-14.06 or Section 10A-2A-14.07 shall not be liable for breach of Section 10A-2A-14.08(a) with respect to claims against the dissolved corporation that are barred or satisfied under Section 10A-2A-14.06 or Section 10A-2A-14.07.
Ala. Code § 10A-9A-6.04 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-6.04
Section 10A-9A-6.04 Person’s Power to Dissociate as General Partner; Wrongful Dissociation
Status: in_force

(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to Section 10A-9A-6.03(1).

(b) A person’s dissociation as a general partner is wrongful only if:

(1) it is in breach of an express provision of the limited partnership; or

(2) it occurs before the completion of the winding up of the limited partnership, and:

(A) the person dissociates as a general partner by express will;

(B) the person is expelled as a general partner by judicial order under Section 10A-9A-6.03(5);

(C) the person is dissociated as a general partner by becoming a debtor in bankruptcy; or

(D) in the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.

(c) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to Section 10A-9A-9.01, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners.
Ala. Code § 10A-8A-8.09 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-8.09
Section 10A-8A-8.09 Disposition of Assets, When Contributions Required
Status: in_force

Upon the winding up of a partnership, the assets of the partnership, including any obligation under Sections 10A-8A-4.03, 10A-8A-4.04, and 10A-8A-4.09, and any contribution required by this section, shall be applied as follows:

(a) Payment, or adequate provision for payment, shall be made to creditors, including, to the extent permitted by law, partners who are creditors, in satisfaction of liabilities of the partnership.

(b) After a partnership complies with subsection (a), any surplus must be distributed:

(1) first, to each person owning a transferable interest that reflects contributions made on account of the transferable interest and not previously returned, an amount equal to the value of the person’s unreturned contributions; and

(2) then to each person owning a transferable interest in the proportions in which the owners of transferable interests share in distributions before dissolution.

(c) If the partnership does not have sufficient surplus to comply with subsection (b)(1), any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.

(d) If a partnership’s assets are insufficient to satisfy all of its obligations under subsection (a), with respect to each unsatisfied obligation incurred when the partnership was not a limited liability partnership, the following rules apply:

(1) Each person that was a partner when the obligation was incurred and that has not been released from the obligation under Section 10A-8A-7.03(c) and (d) shall contribute to the partnership for the purpose of enabling the partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of partner in effect for each of those persons when the obligation was incurred.

(2) If a person does not contribute the full amount required under paragraph (1) with respect to an unsatisfied obligation of the partnership, the other persons required to contribute by paragraph (1) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of partner in effect for each of those other persons when the obligation was incurred.

(3) If a person does not make the additional contribution required by paragraph (2), further additional contributions are determined and due in the same manner as provided in that paragraph.

(e) A person that makes an additional contribution under subsection (d)(2) or (3) may recover from any person whose failure to contribute under subsection (d)(1) or (2) necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person’s liability under this subsection may not exceed the amount the person failed to contribute.

(f) The estate of a deceased individual is liable for the person’s obligations under this section.

(g) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a person’s obligation to contribute under subsection (d).
Ala. Code § 10A-2-13.22 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-13.22
Section 10A-2-13.22 Dissenters’ Notice
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 proposed corporate action creating dissenters’ rights under Section 10A-2-13.02 is authorized at a shareholders’ meeting, the corporation shall deliver a written dissenters’ notice to all shareholders who satisfied the requirements of Section 10A-2-13.21.

(b) The dissenters’ notice must be sent no later than 10 days after the corporate action was taken, and must:

(1) State where the payment demand must be sent;

(2) Inform holders of shares to what extent transfer of the shares will be restricted after the payment demand is received;

(3) Supply a form for demanding payment;

(4) Set a date by which the corporation must receive the payment demand, which date may not be fewer than 30 nor more than 60 days after the date the subsection (a) notice is delivered; and

(5) Be accompanied by a copy of this article.
Ala. Code § 10A-30-1.06 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-1.06
Section 10A-30-1.06 Purposes; Applicable to Professional Associations Formed Prior to January 1, 1984
Status: in_force

A professional association may be organized only for the purpose of rendering one specific kind of professional service and shall not engage in any business other than rendering the professional service for which it was organized. However, it may invest its funds in real estate, mortgages, stocks, bonds, or any other type of investment and may own real or personal property necessary or appropriate for rendering professional service.
Ala. Code § 10-9A-80 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-80
Section 10-9A-80 Form of Contribution
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-15-4 — Alabama Code / Title 10 / Chapter 15 / Section 10-15-4
Section 10-15-4 Mergers of Business Entities
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-2 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-2
Section 10-9A-2 Name
Status: reserved

Repealed by Act 97-921, 1997 §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-3A-8.33 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.33
Section 10A-3A-8.33 Loans to or Guarantees for Directors and Officers
Status: in_force

(a) A nonprofit corporation may not lend money to or guarantee the obligation of a director or officer of the nonprofit corporation.

(b) The fact that a loan or guarantee is made in violation of this section does not affect the borrower’s liability on the loan.
Ala. Code § 10A-1-3.11 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.11
Section 10A-1-3.11 Right to Amend Certificate of Formation
Status: in_force

(a) A filing entity may amend its certificate of formation.

(b) An amended certificate of formation may contain only provisions that:

(1) would be permitted at the time of the amendment if the amended certificate of formation were a newly filed original certificate of formation; or

(2) effect a change, exchange, reclassification, or cancellation in the membership or ownership interests or the rights of owners or members of the filing entity.
Ala. Code § 10-4-190 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-190
Section 10-4-190 Incorporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-160 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-160
Section 10-9A-160 Law Governing
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-9C-601 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-601
Section 10-9C-601 Dissociation as Limited Partner
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-147 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-147
Section 10-3A-147 Notification to Attorney General
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-4-5.01 — Alabama Code / Title 10A / Chapter 4 / Section 10A-4-5.01
Section 10A-4-5.01 Involuntary Dissolution on Petition of Attorney General
Status: in_force

The Attorney General may institute proceedings to involuntarily dissolve a domestic professional corporation. A licensing authority may request that the Attorney General institute the proceedings.
Ala. Code § 10A-8-3.08 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-3.08
Section 10A-8-3.08 Liability of Purported Partner
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-1-5.13 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.13
Section 10A-1-5.13 Action on Application
Status: in_force

If the Secretary of State determines that the name specified in the application is eligible for reservation, the Secretary of State shall reserve that name for the exclusive use of the applicant.
Ala. Code § 10-4-151 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-151
Section 10-4-151 Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-1.26 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-1.26
Section 10A-3A-1.26 Filings
Status: in_force

(a) If the defective corporate action ratified under this Division B of Article 1 would have required under any other section of this chapter a filing instrument to be delivered to a filing officer for filing and either (i) the filing instrument requires any change to give effect to the defective corporate action in accordance with Division B of Article 1 (including any change to the date and time of the effectiveness of the filing instrument) or (ii) a filing instrument under any other section of this chapter was not previously delivered to a filing officer for filing in respect of the defective corporate action, then, in lieu of a filing instrument otherwise required by this chapter, the nonprofit corporation shall deliver a certificate of validation to the appropriate filing officer for filing in accordance with this section, and that certificate of validation shall serve to amend or substitute for any other filing instrument with respect to the defective corporate action required by this chapter.

(b) The certificate of validation must set forth:

(1) the name of the nonprofit corporation;

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

(3) a statement that the defective corporate action was ratified in accordance with Section 10A-3A-1.22, including the date on which the board of directors ratified that defective corporate action, and if applicable, the date on which the members approved the ratification of that defective corporate action, and the date on which the person or group of persons specified in the certificate of incorporation approved the ratification of that defective corporate action; and

(4) the information required by subsection (c).

(c) The certificate of validation must also contain the following information:

(1) if a filing instrument was previously delivered to a filing officer for filing in respect of the defective corporate action and that filing instrument requires any change to give effect to the ratification of that defective corporate action in accordance with Section 10A-3A-1.22, the certificate of validation must set forth (i) the name, title, and filing date of the filing instrument previously delivered to a filing officer for filing and any certificate of correction to that filing instrument , (ii) a statement that a filing instrument containing all of the information required to be included under the applicable section or sections of this chapter to give effect to that defective corporate action is attached as an exhibit to the certificate of validation, and (iii) the date and time that filing instrument is deemed to have become effective; or

(2) if a filing instrument was not previously delivered to a filing officer for filing in respect of the defective corporate action and the defective corporate action ratified under Section 10A-3A-1.22 would have required a filing instrument under any other section of this chapter, the certificate of validation must set forth (i) a statement that a filing instrument containing all of the information required to be included under the applicable section or sections of this chapter to give effect to that defective corporate action is attached as an exhibit to the certificate of validation, and (ii) the date and time that filing instrument is deemed to have become effective.
Ala. Code § 10A-3A-8.21 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.21
Section 10A-3A-8.21 Action Without Meeting
Status: in_force

(a) Except to the extent that the certificate of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent in a record describing the action to be taken and delivers it to the nonprofit corporation.

(b) Action taken under this section is the act of the board of directors when one or more consents signed by all the directors are delivered to the nonprofit corporation. Any director executing a consent may provide, whether through instruction to an agent or otherwise, that the consent will be effective at a future time, including a time determined upon the happening of an event, occurring not later than 60 days after the instruction is given or the provision is made, if evidence of the instruction or provision is provided to the nonprofit corporation. A director’s consent may be withdrawn by a revocation signed by the director and delivered to the nonprofit corporation before delivery to the nonprofit corporation of unrevoked consents signed by all the directors.

(c) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.