Ala. Code § 10A-2-14.22 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-14.22
Section 10A-2-14.22 Reinstatement Following Administrative 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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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) A corporation administratively dissolved under Section 10A-2-14.21 may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution. The application must:

(1) Recite the name and address of the corporation and the effective date of its administrative dissolution;

(2) State that the ground or grounds for dissolution either did not exist or have been eliminated;

(3) State that the corporation’s name satisfies the requirements of Sections 10A-1-5.03 and 10A-1-5.04; and

(4) Contain a certificate from the Department of Revenue reciting that all taxes owed by the corporation have been paid.

(b) If the Secretary of State determines that the application contains the information required by subsection (a) and that the information is correct, he or she shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his or her determination and the effective date of reinstatement, file the original of the certificate and deliver a copy to the judge of probate for filing, and serve a copy on the corporation under Section 10A-1-5.31, 10A-1-5.35, or 10A-1-5.36.

(c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.
Ala. Code § 10A-20-11.01 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-11.01
Section 10A-20-11.01 Alteration, Amendment, or Extension of Charter by Incorporated Medical, Dental, Pharmaceutical, Etc., Association
Status: in_force

(a) Any incorporated medical association of the State of Alabama, Alabama Dental Association, Alabama Pharmaceutical Association, or other corporations organized similarly to the corporation or of a similar kind may alter, amend, or extend its charter, or may do any two or all of these, in the manner following:

(1) A written resolution setting out the name of the corporation and embodying the proposed alterations, amendments, or extensions shall be submitted to a lawful annual meeting of the corporation or other lawful meeting of the corporation and adopted by a two-thirds vote of those present at the meeting and lawfully entitled to vote on business matters coming before the meeting;

(2) The president, or some other executive officer of the corporation, and the secretary thereof shall prepare, sign, and acknowledge as conveyances are acknowledged and deliver to the Secretary of State for filing a certificate containing a copy of the resolution and certifying that it was adopted in the manner above provided; and

(3) Upon the filing of the certificate, together with payment of the filing fee prescribed by Chapter 1 for filing an amendment to a certificate of formation, the charter of the corporation shall stand altered, amended, or extended as therein shown.

(b) Any such alteration, amendment, or extension under subsection (a), may be made by changing or adding to the language of the act, or acts, of incorporation, declaration of incorporation, or certificate of incorporation of the corporation, as the case may be, or by changing or adding to the language of both or all of them. When any such corporation is now or hereafter may be charged by law with public or quasi-public functions, alterations to, or amendments or extensions of its charter shall in no manner add to, detract from, or modify the functions or the rights and duties of the corporation in reference thereto, but no alteration, amendment, or extension of the charter of any corporation so charged by law shall be made which will interfere with the discharge of the functions.
Ala. Code § 10A-1-9.12 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-9.12
Section 10A-1-9.12 Winding Up Procedures
Status: in_force

(a) As soon as reasonably practicable after a domestic entity is dissolved, the domestic entity shall:

(1) cease to carry on its business, except to the extent necessary to wind up its business;

(2) collect and sell its property to the extent the property is not to be distributed in kind to the domestic entity’s owners or members; and

(3) perform any other act required to wind up its business and affairs.

(b) During the winding up process, the domestic entity may prosecute or defend a civil, criminal, or administrative action and perform any other act appropriate to wind up its business and affairs, including sending notice of the winding up to known claimants or publishing notice of the winding up to unknown claimants.
Ala. Code § 10-3A-62 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-62
Section 10-3A-62 Filing of Articles of Incorporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-152 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-152
Section 10-3A-152 Filing of Claims in Liquidation Proceedings
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-185 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-185
Section 10-3A-185 Issuance of Certificate of Revocation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-10.06 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-10.06
Section 10A-9A-10.06 Merger
Status: in_force

(a) A limited partnership may merge with one or more other constituent organizations pursuant to this section, Sections 10A-9A-10.07 through 10A-9A-10.09, and a plan of merger, if:

(1) the governing statute of each of the other organizations authorizes the merger;

(2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and

(3) each of the other organizations complies with its governing statute in effecting the merger.

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

(1) the name, type of organization, and mailing address of the principal office of each constituent organization, the jurisdiction of the governing statute of each constituent organization, and the respective unique identifying numbers or other designations as assigned by the Secretary of State, if any, of each constituent organization;

(2) the name, type of organization, and mailing address of the principal office of the surviving organization, the unique identifying number or other designation as assigned by the Secretary of State, if any, of the surviving organization, the jurisdiction of the governing statute of the surviving organization, and, if the surviving organization is to be created pursuant to the merger, a statement to that effect;

(3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration as allowed by subsection (c);

(4) if the surviving organization is to be created pursuant to the merger, the surviving organization’s organizational documents; and

(5) if the surviving organization is not to be created pursuant to the merger, any amendments to be made by the merger to the surviving organization’s organizational documents.

(c) In connection with a merger, rights or securities of or interests in a constituent organization may be exchanged for or converted into cash, property, or rights or securities of or interests in the surviving 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 (b), a plan of merger may:

(1) provide that (i) a constituent organization or any other party to the plan of merger that fails to perform its obligations under the plan of merger in accordance with the terms and conditions of the plan of merger, or that otherwise fails to comply with the terms and conditions of the plan of merger, in each case, required to be performed or complied with prior to the time the merger becomes effective, or that otherwise fails to consummate, or fails to cause the consummation of, the merger (whether prior to a specified date, upon satisfaction or, to the extent permitted by law, waiver of all conditions to consummation set forth in the plan of merger, or otherwise) shall be subject, in addition to any other remedies available at law or in equity, to the penalties or consequences as are set forth in the plan of merger (which penalties or consequences may include an obligation to pay to the other party or parties to the plan of merger an amount representing, or based on the loss of, any premium or other economic entitlement the owners of the other party would be entitled to receive pursuant to the terms of the plan of merger if the merger were consummated in accordance with the terms of the plan of merger) and (ii) if, pursuant to the terms of the plan of merger, a constituent organization is entitled to receive payment from another party to the plan of merger of any amount representing a penalty or consequence (as specified in clause (i) of this Section 10A-9A-10.06(d)(1), the constituent organization shall be entitled to enforce the other party’s payment obligation and, upon receipt of any payment, shall be entitled to retain the amount of the payment so received;

(2) provide (i) for the appointment, at or after the time at which the plan of merger is adopted by the owners of a constituent organization in accordance with the requirements of Section 10A-9A-10.07, of one or more persons (which may include the surviving or resulting entity or any officer, partner, manager, representative, or agent thereof) as representative of the owners of a constituent organization, including those whose ownership interests shall be cancelled, converted, or exchanged in the merger, and for the delegation to that person or persons of the sole and exclusive authority to take action on behalf of the owners pursuant to the plan of merger, including taking such actions as the representative determines to enforce (including by entering into settlements with respect to) the rights of the owners under the plan of merger, on the terms and subject to the conditions set forth in the plan of merger, (ii) that any appointment pursuant to clause (i) of this Section 10A-9A-10.06(d)(2) shall be irrevocable and binding on all owners from and after the adoption of the plan of merger by the requisite vote of the partners pursuant to Section 10A-9A-10.07, and (iii) that any provision adopted pursuant to this Section 10A-9A-10.06(d)(2) may not be amended after the merger has become effective or may be amended only with the consent or approval of persons specified in the plan of merger; and

(3) contain any other provision not prohibited by law.

(e) At the time of the approval of the plan of merger in accordance with Section 10A-9A-10.07, the plan of merger is not required to contain or have attached thereto any disclosure letter, disclosure schedules, or similar documents or instruments contemplated by the plan of merger that modify, supplement, qualify, or make exceptions to representations, warranties, covenants, or conditions contained in the plan of merger.
Ala. Code § 10A-2A-2.05 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-2.05
Section 10A-2A-2.05 Bylaws. (Amended by 2026-495)
Status: in_force

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

(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.

(b) The bylaws of a corporation may contain any provision that is not inconsistent with law or the certificate of incorporation.

(c) The bylaws may contain one or both of the following provisions:

(1) a requirement that if the corporation solicits proxies or consents with respect to an election of directors, the corporation include in its proxy statement and any form of its proxy or consent, to the extent and subject to any procedures or conditions as are provided in the bylaws, one or more individuals nominated by a stockholder in addition to individuals nominated by the board of directors; and

(2) a requirement that the corporation reimburse the expenses incurred by a stockholder in soliciting proxies or consents in connection with an election of directors, to the extent and subject to any procedures and conditions as are provided in the bylaws, provided that no provision so adopted shall apply to elections for which any record date precedes its adoption.

(d) Notwithstanding Section 10A-2A-10.20(b)(2), the stockholders in amending, repealing, or adopting a provision described in subsection (c) may not limit the authority of the board of directors to amend or repeal any condition or procedure set forth in or to add any procedure or condition to a provision to provide for a reasonable, practical, and orderly process.

(e) The bylaws are part of a binding contract between the corporation and the stockholders, subject to the provisions of this chapter.
Ala. Code § 10A-9-1.10 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-1.10
Section 10A-9-1.10 Effect of Partnership Agreement; Nonwaivable Provisions
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-9A-2.06 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-2.06
Section 10A-9A-2.06 Certificate of Existence or Authorization
Status: in_force

(a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited partnership if the writings filed in the office of the Secretary of State show that the limited partnership has been formed under the laws of this state. A certificate of existence shall reflect only the information on file with the Secretary of State. To the extent writings have been delivered to the Secretary of State, the certificate of existence must state:

(1) the limited partnership’s name;

(2) that the limited partnership was formed under the laws of this state, the date of formation, and the filing office in which the certificate of formation was filed;

(3) whether a statement of dissolution of the limited partnership has been delivered to the Secretary of State for filing;

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

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

(6) other facts of record in the office of the Secretary of State which may be requested by the applicant.

(b) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of authorization for a foreign limited partnership if the writings filed in the office of the Secretary of State show that the Secretary of State has filed a certificate of authority, has not revoked the certificate of authority, and has not filed a notice of cancellation. A certificate of authorization must state:

(1) the foreign limited partnership’s name and any alternate name for use in this state under Article 5 of Chapter 1;

(2) that the foreign limited partnership is authorized to conduct activities and affairs in this state;

(3) that the Secretary of State has not revoked the foreign limited partnership’s certificate of authority;

(4) that the foreign limited partnership has not filed with the Secretary of State a certificate of withdrawal, a notice of cancellation, or otherwise terminated its certificate of authority;

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

(6) other facts of record in the office of the Secretary of State which may be requested by the applicant.

(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the limited partnership or foreign limited partnership is in existence or is authorized to transact activities and affairs in this state.

(d) The Secretary of State shall not be required to issue a certificate of existence for a limited partnership if its certificate of formation was filed prior to January 1, 2011; provided, however, that the Secretary of State shall issue a certificate of existence upon the filing by the limited partnership of a certificate of information with the Secretary of State which must comply with Section 10A-1-3.08(b).
Ala. Code § 10A-3A-4.03 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-4.03
Section 10A-3A-4.03 Scope of Inspection Right of Members. (Amended by 2026-495)
Status: in_force

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

(a) A member may appoint an agent or attorney to exercise the member’s inspection and copying rights under Section 10A-3A-4.02.

(b) The membership nonprofit corporation may, if reasonable, satisfy the right of a member to copy records under Section 10A-3A-4.02 by furnishing to the member copies by photocopy or other means as are chosen by the membership nonprofit corporation, including furnishing copies through electronic transmission.

(c) The membership nonprofit corporation may comply at its expense with a member’s demand to inspect the record of members under Section 10A-3A-4.02(b)(4) by providing the member with a list of members that was compiled no earlier than the date of the member’s demand.

(d) The membership nonprofit corporation may impose a reasonable charge to cover the costs of providing copies of documents to the member, which may be based on an estimate of those costs.
Ala. Code § 10A-5A-11.01 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-11.01
Section 10A-5A-11.01 Series of Assets
Status: in_force

(a) If a limited liability company complies with Section 10A-5A-11.02, a limited liability company agreement may establish or provide for the establishment of one or more designated series of assets that:

(1) has separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; or

(2) has a separate purpose or investment objective.

(b) A series established in accordance with subsection (a) may carry on any activity, whether or not for profit.

(c) After a person is admitted as a member of a limited liability company in accordance with Section 10A-5A-4.01, a member is associated with a series of the limited liability company:

(1) as provided in the limited liability agreement;

(2) as the result of a transaction effective under Article 10; or

(3) with the consent of all members associated with that series.
Ala. Code § 10-6-1 — Alabama Code / Title 10 / Chapter 6 / Section 10-6-1
Section 10-6-1 Corporation Without Notice of Infancy May Treat Infant as Having Capacity to Vote, Transfer, Etc
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-21-2.04 — Alabama Code / Title 10A / Chapter 21 / Section 10A-21-2.04
Section 10A-21-2.04 Condemnation for Rights-of-Way or Easements by Mining, Manufacturing, Industrial, Power, and Quarrying Companies
Status: in_force

(a) Every mining, manufacturing, industrial, power, and quarrying corporation or company may acquire by condemnation rights-of-way or easements over or across the lands or easements of others for ways and rights-of-way on or under which it may erect or construct and operate railways, tramways, pipelines, transmission lines, cables, ways, roads, and underground passages not exceeding 100 feet in width for the purpose of connecting any part of its lands, works, plants, mines, lines, or system with any other part thereof, with any public road, railroad, navigable water, with the mines, lands, works, plants, lines, or system of any other such company, corporation, or owner or with any shipping, storage, delivery, receiving, or distributing point and for the purpose of transporting or transmitting any materials, equipment, or products used by or mined, manufactured, produced, acquired, received, sold, delivered, or distributed, or subject to contract for distribution by such corporation or company, and to cut and fell trees on or so near such right-of-way as might, by falling or otherwise, injure or endanger any of the works, lines, machinery, plant, or equipment placed thereon.

(b) The company may acquire by condemnation lands on the bank of or adjoining any navigable waters not exceeding in area 10 acres on which it may erect or construct, maintain, and operate power plants, private or public warehouses, depots, storage plants, tipples, loading and unloading places, hoist and hoist houses, wharves, piers, and landings to be used in connection with its operations or otherwise, and only a reasonable toll or charge, to be approved by the Public Service Commission of Alabama, shall be made for public use thereof.

(c) The right to condemn given in this section shall not include the right to condemn any private residence, nor the outhouses, garden, or orchard within the curtilage of any private residence.

(d) The acquisition of rights-of-way for mining, manufacturing, industrial power, and quarrying purposes as provided in this section is hereby declared to be a public use and necessary to the development of the state. No proceeding for condemnation of rights-of-way for transmission lines, cables, or pipelines authorized in this section shall be instituted until the Alabama Public Service Commission shall have issued a certificate on application, after a public notice not exceeding 30 days as the commission shall prescribe, to the effect that in the opinion of the commission the proposed use would be in furtherance of industrial development by the company or corporation or its privies in this state, the duty and authority being hereby conferred on the commission to hear and set up the application.

(e) Every corporation acquiring a right-of-way by purchase or condemnation for any purpose contemplated in this section shall have the right, where necessary, to cross public roads and lands, and all navigable rivers and streams where necessary for any such use, subject to such reasonable conditions as to the exercise of the right as may be prescribed by any public authority having jurisdiction over same; provided further, that nothing contained in this section shall be held or construed as relieving or exempting any person, firm, or corporation, in fact, engaging in or operating a business as a public utility and otherwise subject to regulation by laws now existing or hereafter enacted, from full subjection to and compliance with all laws or from liability for any fees, licenses, or taxes payable in respect of such utility business.
Ala. Code § 10A-9A-5.01 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-5.01
Section 10A-9A-5.01 Form of Contribution
Status: in_force

A contribution by a partner may be made to a limited partnership as agreed by the partners.
Ala. Code § 10A-1-4.15 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-4.15
Section 10A-1-4.15 Acknowledgement of Filing with Delayed Effectiveness
Status: in_force

An acknowledgment of filing issued or other action taken by the filing officer affirming the filing of a filing instrument that has a specific delayed effective date must state the date and time at which the instrument takes effect.
Ala. Code § 10-9A-105 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-105
Section 10-9A-105 Right to Distribution
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-2B-8.57 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.57
Section 10-2B-8.57 Insurance
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-11.03 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-11.03
Section 10A-2A-11.03 Stock Exchange
Status: in_force

(a) By complying with this Article 11:

(1) a corporation may acquire all of the stock of one or more classes or series of stock, of another corporation or foreign corporation, in exchange for stock or other securities, obligations, rights to acquire stock or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of stock exchange; or

(2) all of the stock of one or more classes or series of stock of a corporation may be acquired by another corporation or foreign corporation, in exchange for stock or other securities, obligations, rights to acquire stock or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of stock exchange.

(b) A foreign corporation may be the acquired entity in a stock exchange only if the stock exchange is permitted by the governing statute of that foreign corporation.

(c) The plan of stock exchange must include:

(1) the name of each corporation or foreign corporation the stock of which will be acquired, the name of the corporation or foreign corporation that will acquire that stock, and the respective unique identifying numbers or other designations as assigned by the Secretary of State, if any, of the corporation or foreign corporation;

(2) the terms and conditions of the stock exchange;

(3) the manner and basis of exchanging stock of a corporation or foreign corporation, the stock of which will be acquired under the stock exchange for stock or other securities, obligations, rights to acquire stock, other securities, cash, other property, or any combination of the foregoing; and

(4) any other provisions required by the governing statute governing the acquired entity or its certificate of incorporation or organizational documents.

(d) Terms of a plan of stock exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with Section 10A-2A-1.20(c).

(e) A plan of stock exchange may be amended only with the consent of each party to the stock exchange, except as provided in the plan. A corporation may approve an amendment to a plan:

(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 stockholders that were entitled to vote on, consent to, or approve of the plan then those stockholders are entitled to vote on, consent to, or approve of any amendment of the plan that will change:

(i) the amount or kind of stock or other securities, obligations, rights to acquire stock, other securities, cash, or other property to be received under the plan by the stockholders of the acquired entity; or

(ii) any of the other terms or conditions of the plan if the change would adversely affect the stockholders in any material respect.

(f) At the time of the approval of the plan of stock exchange in accordance with this chapter, the plan of stock exchange is not required to contain or have attached thereto any disclosure letter, disclosure schedules, or similar documents or instruments contemplated by the plan of stock exchange that modify, supplement, qualify, or make exceptions to representations, warranties, covenants, or conditions contained in the plan of stock exchange.
Ala. Code § 10-13-4 — Alabama Code / Title 10 / Chapter 13 / Section 10-13-4
Section 10-13-4 Construction with Other Law
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-14-7 — Alabama Code / Title 10 / Chapter 14 / Section 10-14-7
Section 10-14-7 Directors and Officers
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-12-44 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-44
Section 10-12-44 Unknown Claims Against Dissolved Limited Liability Company
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-12-54 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-54
Section 10-12-54 Merger and Consolidation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-9 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-9
Section 10-4-9 Records and Certificates Prima Facie Evidence
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-103 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-103
Section 10-4-103 Board of Directors
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-9.08 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-9.08
Section 10A-9-9.08 Action by Attorney General
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-2B-8.30 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.30
Section 10-2B-8.30 General Standards for Directors
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-17-1.05 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-1.05
Section 10A-17-1.05 Real and Personal Property; Nonprofit Association as Legatee, Devisee, or Beneficiary
Status: in_force

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

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

(c) Real and personal property in Alabama may be acquired, held, encumbered, and transferred by a nonprofit association, whether the nonprofit association or a member has any other relationship to Alabama.
Ala. Code § 10-8A-104 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-104
Section 10-8A-104 Supplemental Principles of Law
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-1106 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1106
Section 10-9C-1106 Merger
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-4.23 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-4.23
Section 10A-1-4.23 Certificate of Correction. (Amended by 2026-495)
Status: in_force

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

The certificate of correction must:

(1) state the name of the entity;

(2) identify the filing instrument to be corrected by description and date of filing with the filing officer;

(3) identify the inaccuracy, error, or defect to be corrected; and

(4) state in corrected form the portion of the filing instrument to be corrected.
Ala. Code § 10A-5A-7.06 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-7.06
Section 10A-5A-7.06 Application of Assets in Winding Up Limited Liability Company’s Activities and Affairs
Status: in_force

Upon the winding up of a limited liability company, the assets shall be applied as follows:

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

(b) After a limited liability company 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 limited liability company 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.
Ala. Code § 10-3A-170 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-170
Section 10-3A-170 Admission of Foreign Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8-7.02 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-7.02
Section 10A-8-7.02 Dissociated Partner’s Power to Bind and Liability to Partnership
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10A-2-8.51 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.51
Section 10A-2-8.51 Authority to Indemnify
Status: reserved

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

(a) Except as provided in subsection (d), a corporation may indemnify an individual made a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if:

(1) The individual conducted himself or herself in good faith; and

(2) The individual reasonably believed:

(i) In the case of conduct in his or her official capacity with the corporation, that the conduct was in its best interests; and

(ii) In all other cases, that the conduct was at least not opposed to its best interests; and

(3) In the case of any criminal proceeding, the individual had no reasonable cause to believe his or her conduct was unlawful.

(b) A director’s conduct with respect to an employee benefit plan for a purpose he or she reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(2)(ii).

(c) The termination of a proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.

(d) A corporation may not indemnify a director under this section:

(1) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or

(2) In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his or her official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by him or her.

(e) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
Ala. Code § 10A-2A-7.03 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.03
Section 10A-2A-7.03 Court-Ordered Meetings
Status: in_force

(a) The designated court, and if none, 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 summarily order a meeting to be held:

(1) on application of any stockholder of the 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 corporation’s fiscal year or 15 months after its last annual meeting; or

(2) on application of one or more stockholders who signed a demand for a special meeting valid under Section 10A-2A-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 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 stock entitled to participate in the meeting, specify a record date or dates for determining stockholders 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 stock 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.

(c) For purposes of subsection (a)(1), “stockholder” means a record stockholder, a beneficial stockholder, and an unrestricted voting trust beneficial owner.
Ala. Code § 10A-17-2.19 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.19
Section 10A-17-2.19
Status: in_force

Except as otherwise provided in the decentralized unincorporated nonprofit association’s governing principles, a member’s interest or any right granted pursuant to the governing principles is freely transferable to another person through conveyance of the membership interest.
Ala. Code § 10-12-61 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-61
Section 10-12-61 Miscellaneous Charges
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-7.31 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-7.31
Section 10A-1-7.31 Business of Foreign Entity
Status: in_force

A foreign entity may not conduct in this state a business, activity, not for profit activity, or any other activity, whether or not for profit, that is not permitted by this title to be transacted by the domestic entity to which it most closely corresponds, unless other law of this state authorizes the foreign entity to conduct the business, activity, not for profit activity, or any other activity, whether or not for profit.
Ala. Code § 10-3A-29 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-29
Section 10-3A-29 Notice of Members’ Meetings
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2A-308 — Alabama Code / Title 10 / Chapter 2A / Section 10-2A-308
Section 10-2A-308 Management by Shareholders
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-5A-4.08 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-4.08
Section 10A-5A-4.08 Duties of Persons with Direction and Oversight
Status: in_force

(a)(1) The duties a person who has the authority to direct and oversee the activities and affairs of a limited liability company owes to the limited liability company and to the members of the limited liability company include the duty of loyalty and the duty of care as described in subsections (b) and (d)(1).

(2) The duties a person who has the authority to direct and oversee the activities and affairs of a series of a limited liability company owes to that series and the members associated with that series include the duty of loyalty and the duty of care as described in subsections (c) and (d)(2).

(b) The duty of loyalty of a person described in subsection (a)(1) to a limited liability company and its members includes each of the following:

(1) To account to the limited liability company and to hold as trustee for it any property, profit, or benefit derived by that person in the conduct or winding up of the limited liability company’s activities and affairs or derived from a use by that person of the limited liability company’s property, including the appropriation of the limited liability company’s opportunity.

(2) To refrain from dealing with the limited liability company in the conduct or winding up of the limited liability company’s activities and affairs as or on behalf of a party having an interest adverse to the limited liability company.

(3) To refrain from competing with the limited liability company in the conduct of the limited liability company’s activities and affairs before the dissolution of the limited liability company.

(c) The duty of loyalty of a person described in subsection (a)(2) to a series of a limited liability company and the members associated with that series includes each of the following:

(1) To account to the series and to hold as trustee for it any property, profit, or benefit derived by that person in the conduct or winding up of the series’ activities and affairs or derived from a use by that person of the series’ property, including the appropriation of the series’ opportunity.

(2) To refrain from dealing with the series in the conduct or winding up of the series’ activities and affairs as or on behalf of a party having an interest adverse to the series.

(3) To refrain from competing with the series in the conduct of the series’ activities and affairs before the dissolution of the series.

(d)(1) The duty of care of a person described in subsection (a)(1) to a limited liability company and its members in the conduct or winding up of the limited liability company’s activities and affairs includes refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

(2) The duty of care of a person described in subsection (a)(2) to a series of a limited liability company and the members associated with that series in the conduct or winding up of that series’ activities and affairs includes refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

(e)(1) A person described in subsection (a)(1) shall discharge the duties to a limited liability company and its members under this chapter and under the limited liability company agreement and exercise any rights consistently with the implied contractual covenant of good faith and fair dealing.

(2) A person described in subsection (a)(2) shall discharge the duties to a series of a limited liability company and the members associated with that series under this chapter and under the limited liability company agreement and exercise any rights consistently with the implied contractual covenant of good faith and fair dealing.

(f) A person described in subsection (a) does not violate a duty or obligation under this chapter or under the limited liability company agreement merely because that person’s conduct furthers that person’s own interest.

(g)(1) Other than the implied contractual covenant of good faith and fair dealing, the only duty a member who does not have the authority to direct and oversee the activities and affairs of a limited liability company owes to a limited liability company or to the other members solely by reason of being a member is to not disclose or otherwise use information of the limited liability company to the detriment of the limited liability company or the other members.

(2) Other than the implied contractual covenant of good faith and fair dealing, the only duty a member associated with a series who does not have the authority to direct and oversee the activities and affairs of that series owes to that series or to the other members associated with that series solely by reason of being a member associated with that series is to not disclose or otherwise use information of that series to the detriment of that series or the other members associated with that series.

(h) When the authority of a person to direct and oversee the activities and affairs of a limited liability company is terminated, each of the following applies:

(1) Except as provided in subsection (h)(2), the person’s duties terminate.

(2) The person’s duties continue only with regard to matters arising and events occurring before the termination of the person’s authority.

(i) When the authority of a person to direct and oversee the activities and affairs of a series of a limited liability company is terminated, each of the following applies:

(1) Except as provided in subsection (i)(2), the person’s duties terminate.

(2) The person’s duties continue only with regard to matters arising and events occurring before the termination of the person’s authority.
Ala. Code § 10A-3A-8.55 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.55
Section 10A-3A-8.55 Determination and Authorization of Indemnification
Status: in_force

(a) A nonprofit corporation may not indemnify a director under Section 10A-3A-8.51 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in Section 10A-3A-8.51.

(b) The determination shall be made:

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

(2) by special legal counsel:

(i) selected in the manner prescribed in subsection (b)(1); or

(ii) if there are fewer than two qualified directors, selected by the board of directors (in which selection directors who are not qualified directors may participate); or

(3) by the members, but membership interests owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the determination.

(c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible except that if there are fewer than two qualified directors, or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled to select special legal counsel under subsection (b)(2)(ii).
Ala. Code § 10-2B-8.41 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.41
Section 10-2B-8.41 Duties of Officers
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-162 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-162
Section 10-9A-162 Issuance of Registration
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-2A-11.02 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-11.02
Section 10A-2A-11.02 Merger
Status: in_force

(a) A corporation may merge with one or more other constituent organizations pursuant to this article, and a plan of merger, if:

(1) the governing statute of each of the other organizations authorizes the merger;

(2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and

(3) each of the other organizations complies with its governing statute in effecting the merger.

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

(1) the name, type of organization, and mailing address of the principal office of each constituent organization, the jurisdiction of the governing statute of each constituent organization, and the respective unique identifying number or other designation as assigned by the Secretary of State, if any, of each constituent organization;

(2) the name, type of organization, and mailing address of the principal office of the surviving organization, the unique identifying number or other designation as assigned by the Secretary of State, if any, of the surviving organization, the jurisdiction of the governing statute of the surviving organization, and, if the surviving organization is created pursuant to the merger, a statement to that effect;

(3) the terms and conditions of the merger, including the manner and basis for converting the stock or eligible interests in each constituent organization into any combination of money, stock, eligible interests in the surviving organization, and other consideration as allowed by subsection (c);

(4) if the surviving organization is to be created pursuant to the merger, the surviving organization’s organizational documents; and

(5) if the surviving organization is not to be created pursuant to the merger, any amendments to be made by the merger to the surviving organization’s organizational documents.

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

(d) In addition to the requirements of subsection (b), a plan of merger may:

(1) provide that (i) a constituent organization or any other party to the plan of merger that fails to perform its obligations under the plan of merger in accordance with the terms and conditions of the plan of merger, or that otherwise fails to comply with the terms and conditions of the plan of merger, in each case, required to be performed or complied with prior to the time the merger becomes effective, or that otherwise fails to consummate, or fails to cause the consummation of, the merger (whether prior to a specified date, upon satisfaction or, to the extent permitted by law, waiver of all conditions to consummation set forth in the plan of merger, or otherwise) shall be subject, in addition to any other remedies available at law or in equity, to the penalties or consequences as are set forth in the plan of merger (which penalties or consequences may include an obligation to pay to the other party or parties to the plan of merger an amount representing, or based on the loss of, any premium or other economic entitlement the stockholders or owners, as the case may be, of the other party would be entitled to receive pursuant to the terms of the plan of merger if the merger were consummated in accordance with the terms of the plan of merger) and (ii) if, pursuant to the terms of the plan of merger, a corporation is entitled to receive payment from another party to the plan of merger of any amount representing a penalty or consequence (as specified in clause (i) of this Section 10A-2A-11.02(d)(1)), the corporation shall be entitled to enforce the other party’s payment obligation and, upon receipt of any payment, shall be entitled to retain the amount of the payment so received;

(2) provide (i) for the appointment, at or after the time at which the plan of merger is adopted by the stockholders of a constituent corporation in accordance with the requirements of Section 10A-2A-11.04, of one or more persons (which may include the surviving or resulting entity or any officer, manager, representative or agent thereof) as representative of the stockholders of a constituent corporation of this state, including those whose shares of capital stock shall be cancelled, converted, or exchanged in the merger, and for the delegation to that person or persons of the sole and exclusive authority to take action on behalf of the stockholders pursuant to the plan of merger, including taking such actions as the representative determines to enforce (including by entering into settlements with respect to) the rights of the stockholders under the plan of merger, on the terms and subject to the conditions set forth in the plan of merger, (ii) that any appointment pursuant to clause (i) of this Section 10A-2A-11.02(d)(2) shall be irrevocable and binding on all stockholders from and after the adoption of the plan of merger by the requisite vote of the stockholders pursuant to Section 10A-2A-11.04, and (iii) that any provision adopted pursuant to this Section 10A-2A-11.02(d)(2) may not be amended after the merger has become effective or may be amended only with the consent or approval of persons specified in the plan of merger; and

(3) contain any other provision not prohibited by law.

(e) Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with Section 10A-2A-1.20(c).

(f) A plan of merger may be amended only with the consent of each constituent organization, except as provided in the plan. A domestic constituent organization may approve an amendment to a plan:

(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 stockholders, members, or interest holders that were entitled to vote on, consent to, or approve of, the plan, then those stockholders, members, or interest holders are entitled to vote on, consent to, or approve of any amendment of the plan that will change:

(i) the amount or kind of stock or other securities, eligible interests, obligations, rights to acquire stock, other securities or eligible interests, cash, or other property to be received under the plan by the stockholders, members, or interest holders of a constituent organization;

(ii) the certificate of incorporation of any corporation, foreign corporation, nonprofit corporation, foreign nonprofit corporation or the organizational documents of any unincorporated entity or foreign unincorporated entity, that will be the surviving organization, except for changes permitted by Section 10A-2A-10.05 or by comparable provisions of the governing statute of the foreign corporation, nonprofit corporation, foreign nonprofit corporation, unincorporated entity, or foreign unincorporated entity; or

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

(g) At the time of the approval of the plan of merger in accordance with this chapter, the plan of merger is not required to contain or have attached thereto any disclosure letter, disclosure schedules, or similar documents or instruments contemplated by the plan of merger that modify, supplement, qualify, or make exceptions to representations, warranties, covenants, or conditions contained in the plan of merger.
Ala. Code § 10A-20-5.01 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-5.01
Section 10A-20-5.01 Amendment of Charter; Fees for Filing Same; Certified Copy Thereof
Status: in_force

(a) Any educational institution heretofore incorporated under special act of the Legislature or under the general laws of the state may amend its charter as follows:

(1) The trustees of the corporation must adopt a resolution embracing the desired amendment of the charter, which must be spread upon the minutes of the trustees;

(2) If the trustees are not self-perpetuating, but are appointed or elected by any persons or organization other than the trustees themselves, a resolution embracing the desired amendments to the charter shall be submitted to the persons or organization having the power to elect or appoint the trustees, and the resolution shall be approved by the persons or organization having the power to elect or appoint the trustees;

(3) The resolution must then be submitted to the Governor, together with the approval of the persons or organization having the power to appoint or elect the trustees, and if the amendment is approved by the Governor, he or she shall endorse his or her approval upon the resolution; and

(4) It must then be filed in the Office of the Secretary of State, and when so approved and filed, it shall become a part of the original charter of the institution.

(b) The amendment of the charter provided for in this section may include a change of name, power to confer degrees and grant diplomas, to hold real and personal property, to borrow money, mortgage or pledge property of the corporation, to change the number of trustees and the manner of appointing or electing the same; but if authorized to mortgage property and stock is owned in the institution, it must be only upon the consent of the holders of three fourths in value of the capital stock of the corporation, which must be expressed in writing and recorded as a deed or mortgage and executed in the form required for deeds, mortgages, or other conveyances.

(c) Before filing the amendment in the Office of the Secretary of State, the trustees must pay to the Secretary of State for the benefit of the State of Alabama the filing fee required under Section 10A-1-4.31 for filing an amendment to a certificate of formation.

(d) Upon the approval, filing, and payment of fees for the amendment, as provided for in this section, the Secretary of State shall issue to the trustees a certified copy of the amendment under the seal of the state.
Ala. Code § 10A-2A-3.04 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-3.04
Section 10A-2A-3.04 Lack of Power to Act
Status: in_force

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

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

(1) in a proceeding by a stockholder against the corporation to enjoin the act;

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

(3) in a proceeding by the Attorney General under Section 10A-2A-14.10.

(c) In a stockholder’s proceeding under subsection (b)(1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act.

(d) Proceedings under subsection (b) shall be brought in the designated court, and if none, in the circuit court for the county in which the 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 corporation’s most recent registered office is located.
Ala. Code § 10A-2A-6.25 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-6.25
Section 10A-2A-6.25 Form and Content of Certifications
Status: in_force

(a) Stock may, but need not, be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of stockholders are identical regardless of whether their stock is represented by certificates.

(b) Each stock certificate must be signed by two officers designated in the certificate of incorporation or bylaws.

(c) Each certificate representing stock shall comply with Sections 10A-1-3.42, 10A-1-3.43(b), and 10A-1-3.44.

(d) No certificate representing stock shall be issued in bearer form.
Ala. Code § 10A-2-10.04 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-10.04
Section 10A-2-10.04 Voting on Amendments by Voting Groups
Status: reserved

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

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

(1) Increase or decrease the aggregate number of authorized shares of the class;

(2) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;

(3) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;

(4) Change the designation, rights, preferences, or limitations of all or part of the shares of the class;

(5) Change the shares of all or part of the class into a different number of shares of the same class;

(6) Create a new class of shares having rights or preferences with respect to distributions or to dissolutions that are prior, superior, or substantially equal to the shares of the class;

(7) Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolutions that are prior, superior, or substantially equal to the shares of the class;

(8) Limit or deny an existing preemptive right of all or part of the shares of the class; or

(9) Cancel or otherwise affect rights to distributions of dividends that have accumulated but not yet been declared on all or part of the shares of the class.

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

(c) If a proposed amendment that entitles two or more series of shares to vote as separate voting groups under this section would affect those two or more series in the same or substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment.

(d) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.
Ala. Code § 10A-9-9.05 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-9.05
Section 10A-9-9.05 Noncomplying Name of Foreign Limited Partnership
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-18-1.05 — Alabama Code / Title 10A / Chapter 18 / Section 10A-18-1.05
Section 10A-18-1.05 Inspection Rights of Members
Status: in_force

In lieu of any inspection rights of the members of a membership nonprofit corporation under the Alabama Nonprofit Corporation Law:

(a) A member of an Alabama statewide trade association is entitled to inspect the records required to be maintained by the Alabama statewide trade association under Sections 10A-18-1.04(a)(1) through (6) during regular business hours at the principal office of the Alabama statewide trade association provided that the member gives the Alabama statewide trade association written notice of the member’s demand at least five business days before the date on which the member wishes to inspect.

(b) A member may inspect the records under Sections 10A-18-1.04(a)(1) through (6) only if:

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

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

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

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

(d) This section does not limit the power of a court, upon showing of good cause, to compel the production of the books and records of an Alabama statewide trade association, including records not set forth in Section 10A-18-1.04, to the court for examination by a court appointed professional and to impose reasonable restrictions on the use of those books and records by that court appointed professional.
Ala. Code § 10-4-5 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-5
Section 10-4-5 Certificate of Succession by Successor of Bishop
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-13.02 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-13.02
Section 10A-2A-13.02 Right to Appraisal
Status: reserved

(a) A stockholder is entitled to appraisal rights, and to obtain payment of the fair value of that stockholder’s stock, in the event of any of the following corporate actions:

(1) consummation of a merger to which the corporation is a party (i) if the corporation is a subsidiary and the merger is governed by Section 10A-2A-11.05 or (ii) if stockholder approval is required for the merger by Section 10A-2A-11.04, or would be required but for the provisions of Section 10A-2A-11.04(j), except that appraisal rights shall not be available to any stockholder of the corporation with respect to stock of any class or series that remain outstanding after consummation of the merger;

(2) consummation of a stock exchange to which the corporation is a party the stock of which will be acquired, except that appraisal rights shall not be available to any stockholder of the corporation with respect to any class or series of stock of the corporation that is not acquired in the stock exchange;

(3) consummation of a disposition of assets pursuant to Section 10A-2A-12.02 if the stockholder is entitled to vote on the disposition, except that appraisal rights shall not be available to any stockholder of the corporation with respect to stock of any class or series if (i) (A) under the terms of the corporate action approved by the stockholders there is to be distributed to stockholders in cash the corporation’s net assets, in excess of a reasonable amount reserved to meet claims of the type described in Section 10A-2A-14.06 and Section 10A-2A-14.07, (I) within one year after the stockholders’ approval of the action and (II) in accordance with their respective interests determined at the time of distribution, and (B) the disposition of assets is not an interested transaction , or (ii) the certificate of incorporation states that no stockholder shall be entitled to appraisal rights with respect to the consummation of a disposition of assets pursuant to Section 10A-2A-12.02 ;

(4) an amendment of the certificate of incorporation with respect to a class or series of stock that reduces the number of stock of a class or series owned by the stockholder to a fraction of a stock if the corporation has the obligation or right to repurchase the fractional stock so created;

(5) any other merger, stock exchange, disposition of assets or amendment to the certificate of incorporation, in each case to the extent provided by the certificate of incorporation, bylaws or a resolution of the board of directors;

(6) consummation of a conversion of a corporation to a foreign corporation pursuant to Article 9 of this chapter or Article 8 of Chapter 1 if the stockholder does not receive stock in the foreign corporation resulting from the conversion that has terms as favorable to the stockholder in all material respects, and represents at least the same percentage interest of the total voting rights of the outstanding stock of the foreign corporation, as the stock held by the stockholder before the conversion;

(7) consummation of a conversion of a corporation to a nonprofit corporation pursuant to Article 9 of this chapter or Article 8 of Chapter 1; or

(8) consummation of a conversion of the corporation to an unincorporated entity pursuant to Article 9 of this chapter or Article 8 of Chapter 1.

(b) Notwithstanding subsection (a), the availability of appraisal rights under subsections (a)(1), (2), (3), (4), (6), and (8) shall be limited in accordance with the following provisions:

(1) Appraisal rights shall not be available for the holders of stock of any class or series of stock which is:

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

(ii) has at least 2,000 record stockholders; or

(iii) issued by an open end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940 and which may be redeemed at the option of the holder at net asset value.

(2) The applicability of subsection (b)(1) shall be determined as of:

(i) the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders to act upon the corporate action requiring appraisal rights or, in the case of an offer made pursuant to Section 10A-2A-11.04(j), the date of the offer; or

(ii) if there is no meeting of stockholders and no offer made pursuant to Section 10A-2A-11.04(j), the day before the consummation of the corporate action or effective date of the amendment of the certificate of incorporation, as applicable.

(3) Subsection (b)(1) shall not be applicable and appraisal rights shall be available pursuant to subsection (a) for the holders of any class or series of stock (i) who are required by the terms of the corporate action requiring appraisal rights to accept for their stock anything other than cash or stock of any class or any series of stock of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in subsection (b)(1) at the time the corporate action becomes effective, (ii) in the case of the consummation of a disposition of assets pursuant to Section 10A-2A-12.02, unless the cash, stock, or proprietary interests received in the disposition are, under the terms of the corporate action approved by the stockholders, to be distributed to the stockholders, as part of a distribution to stockholders of the net assets of the corporation in excess of a reasonable amount to meet claims of the type described in Sections 10A-2A-14.06 and 10A-2A-14.07, (A) within one year after the stockholders’ approval of the action, and (B) in accordance with their respective interests determined at the time of the distribution , or (iii) in the case of the consummation of a disposition of assets pursuant to Section 10A-2A-12.02, unless the certificate of incorporation states that no stockholder shall be entitled to appraisal rights with respect to the consummation of a disposition of assets pursuant to Section 10A-2A-12.02 .

(4) Subsection (b)(1) shall not be applicable and appraisal rights shall be available pursuant to subsection (a) for the holders of any class or series of stock where the corporate action is an interested transaction.

(c) Notwithstanding any other provision of this Section 10A-2A-13.02, the certificate of incorporation as originally filed or any amendment to the certificate of incorporation may limit or eliminate appraisal rights for any class or series of preferred stock, except that (i) no limitation or elimination shall be effective if the class or series does not have the right to vote separately as a voting group (alone or as part of a group) on the action or if the action is a conversion or merger in which the converted organization or the surviving organization is not a corporation or foreign corporation, and (ii) any limitation or elimination contained in an amendment to the certificate of incorporation that limits or eliminates appraisal rights for any stock that is outstanding immediately before the effective date of the amendment or that the corporation is or may be required to issue or sell thereafter pursuant to any conversion, exchange, or other right existing immediately before the effective date of the amendment shall not apply to any corporate action that becomes effective within one year after the effective date of the amendment if that action would otherwise afford appraisal rights.
Ala. Code § 10A-9A-6.01 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-6.01
Section 10A-9A-6.01 Dissociation as a Limited Partner
Status: in_force

(a) A person does not have a right to dissociate as a limited partner before the dissolution and winding up of the limited partnership.

(b) A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events:

(1) an event stated in the partnership agreement as causing the person’s dissociation as a limited partner;

(2) the person is expelled as a limited partner pursuant to the partnership agreement;

(3) the person is expelled as a limited partner by the unanimous consent of the other partners if:

(A) it is unlawful to carry on the limited partnership’s activities and affairs with the person as a limited partner;

(B) there has been a transfer of all of the person’s transferable interest in the limited partnership, other than a transfer for security purposes;

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

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

(4) on application by the limited partnership, the person is expelled as a limited partner by judicial order because the person:

(A) has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the limited partnership’s activities and affairs;

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

(C) has engaged, or is engaging, in conduct relating to the activities and affairs of the limited partnership that makes it not reasonably practicable to carry on the activities and affairs with the person as limited partner;

(5) in the case of a person who is an individual, the person dies, there is appointed a guardian or general conservator for the person or there is a judicial determination that the person has otherwise become incapable of performing the person’s duties as a limited partner under this chapter or the partnership agreement;

(6) the person becomes a debtor in bankruptcy, executes an assignment for the benefit of creditors, or seeks, consents, or acquiesces to the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person’s property, but this subsection (6) shall not apply to a person who is the sole remaining limited partner of the limited partnership;

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

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

(9) in the case of a person that is not an individual, the legal existence of the person otherwise terminates;

(10) the transfer of a limited partner’s entire remaining transferable interest to another partner;

(11) the transfer of a limited partner’s entire remaining transferable interest to a transferee upon the transferee’s becoming a partner; or

(12) the limited partnership’s participation in a conversion or merger under Article 10 of this chapter or Article 8 of Chapter 1 if the limited partnership:

(A) is not the converted or surviving entity; or

(B) is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a limited partner.
Ala. Code § 10A-4-3.04 — Alabama Code / Title 10A / Chapter 4 / Section 10A-4-3.04
Section 10A-4-3.04 Professional Relationships; Privileged Communications
Status: in_force

(a) The relationship between an individual performing professional services as an employee of a professional corporation, domestic or foreign, and a client or patient shall be the same as if the individual performed the services as a sole practitioner.

(b) The relationship between a professional corporation, domestic or foreign, performing professional services and the client or patient shall be the same as between the client or patient and the individual performing the services.

(c) Any privilege applicable to communications between a person rendering professional services and the person receiving the services recognized under the laws of Alabama, whether statutory or deriving from common law, shall remain inviolate and shall extend to a professional corporation, domestic or foreign, and its employees in all cases in which it would be applicable to communications between an individual rendering the professional services and a person receiving the services.
Ala. Code § 10-9C-703 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-703
Section 10-9C-703 Rights of Creditor of Partner or Transferee
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-18.06 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-18.06
Section 10A-2A-18.06 Interstate Application
Status: in_force

A corporation formed and existing under this chapter may conduct its business and affairs, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction.
Ala. Code § 10A-2A-13.31 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-13.31
Section 10A-2A-13.31 Court Costs and Expenses
Status: in_force

(a) The court in an appraisal proceeding commenced under Section 10A-2A-13.30 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against the corporation, except that the court may assess court costs against all or some of the stockholders demanding appraisal, in amounts which the court finds equitable, to the extent the court finds the stockholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article.

(b) The court in an appraisal proceeding may also assess the expenses of the respective parties in amounts the court finds equitable:

(1) against the corporation and in favor of any or all stockholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of Section 10A-2A-13.20, Section 10A-2A-13.22, Section 10A-2A-13.24, or Section 10A-2A-13.25; or

(2) against either the corporation or a stockholder demanding appraisal, in favor of any other party, if the court finds the party against whom expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this Article 13.

(c) If the court in an appraisal proceeding finds that the expenses incurred by any stockholder were of substantial benefit to other stockholders similarly situated and that the expenses should not be assessed against the corporation, the court may direct that the expenses be paid out of the amounts awarded the stockholders who were benefited.

(d) To the extent the corporation fails to make a required payment pursuant to Section 10A-2A-13.24, Section 10A-2A-13.25, or Section 10A-2A-13.26, the stockholder may sue directly for the amount owed, and to the extent successful, shall be entitled to recover from the corporation all expenses of the suit.
Ala. Code § 10-1-3 — Alabama Code / Title 10 / Chapter 1 / Section 10-1-3
Section 10-1-3 Alteration or Amendment of Charter by Corporations Not of Business Character; Filing and Contents of Declarations; Issuance of Certificate; Provisions Cumulative
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-5A-11.07 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-11.07
Section 10A-5A-11.07 Effect of Person’s Dissociation as a Member
Status: in_force

(a) A person who has dissociated as a member associated with a series shall have no right to participate in the direction and oversight of the activities and affairs of that series and is entitled only to receive the distributions to which that member would have been entitled if the member had not dissociated from that series.

(b) A person’s dissociation as a member associated with a series does not of itself discharge the person from any debt, obligation, or liability to that series, the limited liability company, or the other members that the person incurred while a member associated with that series.

(c) A member’s dissociation from a series does not, in itself, cause the member to dissociate from any other series or require the winding up of the series.

(d) A member’s dissociation from a series does not, in itself, cause the member to dissociate from the limited liability company.
Ala. Code § 10A-8-3.06 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-3.06
Section 10A-8-3.06 Partner’s Liability
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 § 10-3A-200 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-200
Section 10-3A-200 Fees for Filing Documents and Issuing Certificates
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-17-2.22 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.22
Section 10A-17-2.22
Status: in_force

In accordance with its governing principles, a decentralized unincorporated nonprofit association may do both of the following:

(1) Adopt any reasonable algorithmic means for establishing consensus for the validation of records, as well as for establishing requirements, processes, and procedures for conducting operations or making organizational decisions with respect to the distributed ledger technology used by the nonprofit association.

(2) In accordance with any procedure specified pursuant to Section 10A-17-2.21, modify the consensus mechanism, as well as the requirements, processes, and procedures or substitute a new consensus mechanism, requirements, processes, or procedures that comply with this state’s law and the governing principles of the nonprofit association.
Ala. Code § 10-12-17 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-17
Section 10-12-17 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-2-17.02 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-17.02
Section 10A-2-17.02 Application to Qualified Foreign Corporations
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 foreign corporation authorized to transact business in this state on the effective date of this title is subject to this chapter but is not required to renew its registration to transact business hereunder.
Ala. Code § 10A-5A-6.01 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-6.01
Section 10A-5A-6.01 Member’s Power to Dissociate; Wrongful Dissociation
Status: in_force

(a) A person has the power to dissociate as a member.

(b) A person’s dissociation from a limited liability company is wrongful only if:

(1) it is in breach of an express provision of the limited liability company agreement;

(2) the person is expelled as a member by judicial determination under Section 10A-5A-6.02(e); or

(3) the person is dissociated by becoming a debtor in bankruptcy or making a general assignment for the benefit of creditors.

(c) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to Section 10A-5A-9.01, to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or liability of the member to the limited liability company or the other members.
Ala. Code § 10-9C-306 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-306
Section 10-9C-306 Person Erroneously Believing Self to Be Limited Partner
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-2.13 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-2.13
Section 10A-1-2.13 Power to Make Guaranties
Status: in_force

(a) In this section, “guaranty” means a mortgage, pledge, security agreement, or other agreement making the domestic entity or its assets secondarily liable for another person’s contract, security, or other obligation.

(b) Unless otherwise provided by its governing documents or this title, a domestic entity may:

(1) make a guaranty on behalf of a parent, subsidiary, or affiliate of the entity; or

(2) make a guaranty of the indebtedness of another person if the guaranty may reasonably be expected directly or indirectly to benefit the entity.

(c) For purposes of subsection (b)(2), a decision by the governing authority of the domestic entity that a guaranty may reasonably be expected to benefit the entity is conclusive and not subject to attack by any person, except:

(1) a guaranty may not be enforced by a person who participated in a fraud on the domestic entity resulting in the making of the guaranty or by a person who had notice of that fraud at the time the person acquired rights under the guaranty;

(2) a proposed guaranty may be enjoined at the request of an owner of the domestic entity on the ground that the guaranty cannot reasonably be expected to benefit the domestic entity; or

(3) the domestic entity, whether acting directly or through a receiver, trustee, or other legal representative, or through an owner on behalf of the domestic entity, may bring suit for damages against the managerial officials, owners, or members who authorized the guaranty on the ground that the guaranty could not reasonably be expected to benefit the domestic entity.
Ala. Code § 10-2B-8.54 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.54
Section 10-2B-8.54 Court-Ordered Indemnification
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-4-3.06 — Alabama Code / Title 10A / Chapter 4 / Section 10A-4-3.06
Section 10A-4-3.06 Directors and Officers
Status: in_force

At least one director of a domestic professional corporation and the president of a domestic professional corporation shall be qualified persons with respect to the domestic professional corporation; provided, however, that the foregoing restriction shall not apply for a period of 12 months after the death of the sole stockholder of a domestic professional corporation.
Ala. Code § 10A-9A-9.07 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-9.07
Section 10A-9A-9.07 Discontinuance or Settlement
Status: in_force

A derivative action may not be dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be given to partners of the limited partnership in such manner as the court directs.
Ala. Code § 10A-9-8.06 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-8.06
Section 10A-9-8.06 Known Claims Against Dissolved Limited Partnership Section
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-10-14 — Alabama Code / Title 10 / Chapter 10 / Section 10-10-14
Section 10-10-14 Purchase of Membership or Shares of Former Member or Shareholder
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8-8.04 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-8.04
Section 10A-8-8.04 Partner’s Power to Bind Partnership After Dissolution
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-30-2.05 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-2.05
Section 10A-30-2.05 Issuance or Transfer of Shares of a Close Corporation in Breach of Qualifying Conditions; Applicable to Corporations Formed as Close Corporations or Electing Close Corporation Status Prior to January 1, 1995
Status: in_force

(a) If shares of a close corporation are issued or transferred to any person who is not entitled under any provision of the certificate of formation permitted by Section 10A-30-2.02 to be a holder of record of shares of the corporation, and if the certificate for shares conspicuously notes the qualifications of the persons entitled to be holders of record thereof, such person is conclusively presumed to have notice of the fact of his or her ineligibility to be a shareholder.

(b) If a certificate for shares of any close corporation conspicuously notes the fact of a restriction on transfer of shares of the corporation and the restriction is one which is permitted by the Alabama Business Corporation Law, the transferee of the shares is conclusively presumed to have notice of the fact that he or she has acquired shares in violation of the restriction, if such acquisition violates the restriction.

(c) Whenever any person to whom shares of a close corporation have been issued or transferred has, or is conclusively presumed under this section to have notice either that he or she is a person not eligible to be a holder of shares of the corporation, or that the transfer of shares is in violation of a restriction on transfer of shares, the corporation may, at its option, refuse to register transfer of the shares into the name of the transferee in addition to any remedies which may be available under the Alabama Business Corporation Law.

(d) The provisions of subsection (c) shall not be applicable if the transfer of shares even though otherwise contrary to subsections (a) or (b), has been consented to by all the shareholders of the close corporation, or if the close corporation has amended its certificate of formation in accordance with Section 10A-30-2.04.

(e) The term “transfer,” as used in this section, is not limited to a transfer for value.

(f) The provisions of this section do not in any way impair any rights of a transferee regarding any right to rescind the transaction or to recover under any applicable warranty express or implied.
Ala. Code § 10A-2-7.35 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-7.35
Section 10A-2-7.35 Right of Infant to Receive Dividends in Own Name
Status: reserved

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

An infant may in his or her own right receive dividends in respect of the stock or securities standing in his or her name on the books of the corporation, and the receipt shall constitute a valid and sufficient release and discharge of the corporation for the dividends paid to the infant stockholder, notwithstanding that the corporation may have actual or written notice of the infancy of the holder of its stock or securities.
Ala. Code § 10A-4-5.04 — Alabama Code / Title 10A / Chapter 4 / Section 10A-4-5.04
Section 10A-4-5.04 Annual Report of Domestic and Foreign Professional Corporations
Status: in_force

(a) Every business professional corporation, domestic or foreign, is required to file an annual report under the Alabama Business Corporation Law, and shall include in the annual report, in addition to the items required by the Alabama Business Corporation Law:

(1) A statement that all the stockholders , at least one director, and the president of the corporation are qualified persons with respect to the corporation, and

(2) In the case of a foreign professional corporation, the name or names of the Alabama licensed professional or professionals through whom the foreign professional corporation will render professional services in this state .

(b) Financial information contained in the annual report of a professional corporation, other than the amount of stated capital of the corporation, shall not be open to public inspection nor shall the licensing authority disclose any facts or information obtained therefrom except insofar as its official duty may require the same to be made public or in the event the information is required for evidence in any criminal proceedings or in any other action by the State of Alabama.
Ala. Code § 10A-3A-7.28 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-7.28
Section 10A-3A-7.28 Inspectors of Election
Status: in_force

(a) A membership nonprofit corporation may appoint one or more inspectors to act at a meeting of members and make a written report thereof. The membership nonprofit corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of members, the person presiding at the meeting may appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector’s ability. The inspectors may appoint or retain other persons to assist the inspectors in the performance of the duties of inspector under subsection (b), and may rely on information provided by those persons and other persons, including those appointed to count votes, unless the inspectors believe reliance is unwarranted.

(b) The inspectors must:

(1) ascertain the number of members and their voting power;

(2) determine the number of votes represented at the meeting and the validity of proxies and ballots;

(3) count all votes;

(4) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and

(5) certify their determination of the number of votes represented at the meeting, and their count of all votes.

(c) No ballot, proxies, or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the designated court, and if none, the circuit court for the county in which the membership nonprofits 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 membership nonprofit corporation’s most recent registered office is located, upon application by a member, shall determine otherwise.

(d) In performing their duties, the inspectors may examine:

(1) the proxy appointment forms and any other information provided in accordance with Section 10A-3A-7.22;

(2) any envelope or related writing submitted with those appointment forms;

(3) any ballots;

(4) any evidence or other information specified in Section 10A-3A-7.23; and

(5) the relevant books and records of the membership nonprofit corporation relating to its members and their entitlement to vote.

(e) The inspectors also may consider other information that they believe is relevant and reliable for the purpose of performing any of the duties assigned to them pursuant to subsection (b).

(f) An inspector and any person appointed by an inspector to assist with the inspector’s duties may, but need not, be a director, member, officer, or employee of the membership nonprofit corporation. A person who is a candidate for office to be filled at the meeting may not be an inspector or a person so appointed.
Ala. Code § 10A-9-12.07 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-12.07
Section 10A-9-12.07 Savings Clause
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-3A-9.05 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-9.05
Section 10A-3A-9.05 Amendment of Certificate of Incorporation of Nonmembership Nonprofit Corporation
Status: in_force

Except as otherwise provided in the certificate of incorporation:

(1) the board of directors of a nonmembership nonprofit corporation, or if the initial board of directors of a nonmembership nonprofit corporation is not named in the certificate of incorporation and has not yet been elected, appointed, or designated, its incorporators may adopt amendments to the nonmembership nonprofit corporation’s certificate of incorporation; and

(2) an amendment adopted under this section must also be approved by that person or group of persons, if any, whose approval is required by the certificate of incorporation in accordance with Section 10A-3A-9.30.
Ala. Code § 10A-9A-10.13 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-10.13
Section 10A-9A-10.13 Article Not Exclusive
Status: in_force

This article is not exclusive. This article does not preclude an entity from being converted or merged under law other than this chapter.
Ala. Code § 10A-9-1.04 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-1.04
Section 10A-9-1.04 Nature, Purpose, and Duration of Entity
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-2A-3.05 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-3.05
Section 10A-2A-3.05 Independent Legal Significance
Status: in_force

Action validly taken pursuant to one provision of this chapter shall not be deemed invalid solely because it is identical or similar in substance to an action that could have been taken pursuant to some other provision of this chapter but fails to satisfy one or more requirements prescribed by such other provision.
Ala. Code § 10A-1-5.08 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.08
Section 10A-1-5.08 Name of Professional Corporation
Status: in_force

(a) The name of a domestic professional corporation or of a foreign professional corporation registered to transact business in this state must contain the words “professional corporation” or the abbreviation “P.C.” or “PC” and shall otherwise conform to any rule promulgated by a licensing authority having jurisdiction of a professional service described in the certificate of formation of the professional corporation.

(b) The name of a professional entity must be consistent with a statute or regulation that governs a person that provides a professional service through the professional entity, including a rule of professional ethics.
Ala. Code § 10-8A-406 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-406
Section 10-8A-406 Continuation of Partnership Beyond Definite Term or Particular Undertaking
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-10-1.07 — Alabama Code / Title 10A / Chapter 10 / Section 10A-10-1.07
Section 10A-10-1.07 Classification of Shares
Status: in_force

(a) A real estate investment trust may provide by its declaration of trust any of the following:

(1) That any specified class of shares is preferred over another class as to its distributive share of the assets on voluntary or involuntary liquidation of the real estate investment trust and the amount of the preference.

(2) That any specified class of shares may be redeemed at the option of the real estate investment trust or of the holders of the shares and the terms and conditions of redemption, including the time and price of redemption.

(3) That any specified class of shares is convertible into shares of one or more classes and the terms and conditions of conversion.

(4) That the holders of any specified securities issued or to be issued by the real estate investment trust have any voting or other rights which, by law, are or may be conferred on shareholders.

(5) For any other preferences, rights, restrictions, including restrictions on transferability and qualifications not inconsistent with law.

(6) That the board of trustees may classify or reclassify any unissued shares, from time to time, by setting or changing the preferences, conversion, or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of the shares.

(7) That the board of trustees may amend the declaration of trust to increase or decrease the aggregate number of shares or the number of shares of any class that the trust has authority to issue.

(b) If, under a power contained in the declaration of trust, the board of trustees classifies or reclassifies any unissued shares by setting or changing the preferences, conversion, or other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications or terms or conditions of redemption, the board, before issuing any of the shares, shall deliver articles supplementary for record to the Secretary of State for filing, which shall include both of the following:

(1) A description of the shares, including the preferences, conversion, and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption, as set or changed by the board of trustees.

(2) A statement that the shares have been classified or reclassified by the board of trustees under the authority contained in the declaration of trust.

(c) (1) For purposes of this subsection, “facts” include the occurrence of any event, including a determination or action by any person or body, including the real estate investment trust.

(2) Any of the preferences, conversion, or other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, or terms or conditions of redemption of any class or series of shares may be made dependent upon facts ascertainable outside the declaration of trust and may vary among holders of the shares, provided, that the manner in which the facts or variations will operate upon the preferences, conversion, or other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, or terms or conditions of redemption of the class or series of shares is clearly and expressly set forth in the declaration of trust.

(d) If the real estate investment trust has authority to issue shares of more than one class, the certificate evidencing the shares shall contain on its face or back a full statement or summary of:

(1) The designations and any preferences, conversion, and other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, and terms and conditions of redemption of the shares of each class which the real estate investment trust is authorized to issue.

(2) If the real estate investment trust is authorized to issue any preferred or special class in series, both of the following:

a. The differences in the relative rights and preferences between the shares of each series to the extent they have been set.

b. The authority of the board of trustees to set the relative rights and preferences of subsequent series.

(e)(1) A summary of the information required by subsection (d), as included in a registration statement permitted to become effective under the Federal Securities Act of 1933, is an acceptable summary for the purposes of this section.

(2) Instead of a full statement or summary, the certificate may state that the real estate investment trust will furnish a full statement of the information required by subsection (d) to any holder of shares on request and without charge.

(f) Unless the declaration of trust provides otherwise, the trustees of a real estate investment trust may authorize the issue of some of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the real estate investment trust. At the time of issuance or transfer of any shares without certificates, the real estate investment trust shall send the shareholder a written statement of the information required on certificates by subsection (d) or (e).
Ala. Code § 10A-8-8.05 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-8.05
Section 10A-8-8.05 Statement of Dissolution
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-3A-12.03 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-12.03
Section 10A-3A-12.03 Action on a Plan of Merger in a Membership Nonprofit Corporation
Status: in_force

In the case of a membership nonprofit corporation that is a constituent organization, the plan of merger shall be adopted in the following manner:

(a) The plan of merger shall first be adopted by the board of directors.

(b) Except as provided in subsection (h), the plan of merger shall then be approved by the members entitled to vote thereon. In submitting the plan of merger to the members for approval, the board of directors shall recommend that the members approve the plan of merger, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make a recommendation, in which case the board of directors shall inform the members of the basis for its so proceeding.

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

(d) If the plan of merger is required to be approved by the members, and if the approval is to be given at a meeting, the membership nonprofit corporation shall notify each member who is entitled to vote, of the meeting of the members at which the plan of merger is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger and must contain or be accompanied by a copy or summary of the plan of merger. If the membership nonprofit corporation is to be merged into an existing nonprofit corporation; foreign nonprofit corporation, or other organization, the notice must also include or be accompanied by a copy or summary of the certificate of incorporation and bylaws or the organizational documents of that nonprofit corporation, foreign nonprofit corporation, or other organization. If the membership nonprofit corporation is to be merged with a nonprofit corporation, foreign nonprofit corporation, or other organization and a new nonprofit corporation, foreign nonprofit corporation, or organization is to be created pursuant to the merger, the notice must include or be accompanied by a copy or a summary of the certificate of incorporation and bylaws or the organizational documents of the new nonprofit corporation, foreign nonprofit corporation, or other organization.

(e) Unless the certificate of incorporation, or the board of directors acting pursuant to subsection (c), requires a greater vote or a greater quorum, approval of the plan of merger requires the approval of the members entitled to vote at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the plan of merger, and, if any class of membership interests entitled to vote as a separate group on the plan of merger, the approval of each separate voting group at a meeting at which a quorum of the voting group is present consisting of a majority of the votes entitled to be cast on the merger by that voting group.

(f) Subject to subsection (g), separate voting by voting groups is required:

(1) on a plan of merger, by each class of membership interests that:

(i) are to be converted under the plan of merger into securities, interests, obligations, rights to acquire other securities or interests, cash, other property, or any combination of the foregoing; or

(ii) are entitled to vote as a separate group on a provision in the plan of merger that constitutes a proposed amendment to the certificate of incorporation of a surviving nonprofit corporation that requires action by separate voting groups under Section 10A-3A-9.04; and

(2) on a plan of merger, if the voting group is entitled under the certificate of incorporation or bylaws to vote as a voting group to approve a plan of merger, respectively.

(g) The certificate of incorporation may expressly limit or eliminate the separate voting rights provided in subsection (f)(1)(i) and subsection (f)(2) as to any class of membership, except when the plan of merger includes what is or would be in effect an amendment subject to subsection (f)(1)(ii).

(h) Unless the certificate of incorporation otherwise provides, approval by the membership nonprofit corporation’s members of a plan of merger is not required if:

(1) the membership nonprofit corporation will survive the merger;

(2) except for amendments that do not require member approval under Section 10A-3A-9.03(g) or the approval of a person or group of persons under Section 10A-3A-9.30, its certificate of incorporation will not be changed;

(3) except for amendments that do not require member approval under Section 10A-3A-9.22 or the approval of a person or group of persons under Section 10A-3A-9.30, its bylaws will not be changed; and

(4) each member of the membership nonprofit corporation whose membership interest was outstanding immediately before the effective date of the merger will hold the same number of membership interests, with identical preferences, rights, and limitations, immediately after the effective date of the merger.

(i) In addition to the adoption and approval of the plan of merger as required by this section, the plan must also be approved in writing by a person or group of persons, if any, whose approval is required under Section 10A-3A-12.08.
Ala. Code § 10A-17-2.23 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.23
Section 10A-17-2.23
Status: in_force

(a) Unless otherwise provided for in the decentralized unincorporated nonprofit association’s governing principles, the members of the nonprofit association may select the nonprofit association’s administrators in accordance with Section 10A-17-2.20.

(b) If no administrators are selected, none of the members may be considered administrators for the decentralized unincorporated nonprofit association.

(c) No decentralized unincorporated nonprofit association shall be required to have an administrator, and the rights and duties of all administrators shall be established as part of the authorization of authority to act as an administrator.

(d) If in a record, the governing principles of a decentralized unincorporated nonprofit association may limit or eliminate the liability of an administrator to the decentralized unincorporated nonprofit association or its members for money damages for any action taken, or failure to take any action, as an administrator, except liability for any of the following:

(1) The amount of financial benefit improperly received by an administrator.

(2) An intentional infliction of harm on the nonprofit association or its members.

(3) An intentional violation of criminal law.

(4) Breach of the duty of loyalty should one exist, unless, following full disclosure of all material facts to the nonprofit association members, the specific act or transaction that would otherwise breach the duty of loyalty is authorized or ratified by approval of the disinterested members pursuant to Section 10A-17-2.20.

(5) Improper distributions.
Ala. Code § 10A-1-5.23 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.23
Section 10A-1-5.23 Certain Registrations Prohibited; Exceptions
Status: reserved

Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.
Ala. Code § 10A-3-3.02 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-3.02
Section 10A-3-3.02 Supplemental Provisions Required in the Certificate of Formation
Status: in_force

(a) In addition to the information required by Section 10A-1-3.05 in a certificate of formation of a filing entity under this title, the certificate of formation of a nonprofit corporation formed under this chapter shall set forth:

(1) If the nonprofit corporation is to have no members, a statement to that effect.

(2) Any provisions, not inconsistent with law, which the incorporators elect to set forth in the certificate of formation for the regulation of the internal affairs of the nonprofit corporation, including any provision for distribution of assets on dissolution or final liquidation.

(3) The number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors.

(b) It shall not be necessary to set forth in the certificate of formation any of the entity powers enumerated in Section 10A-1-2.11 or set forth in this chapter.

(c) Unless the certificate of formation provides that a change in the number of directors shall be made only by amendment to the certificate of formation, a change in the number of directors made by amendment to the bylaws shall be controlling. In all other cases, whenever a provision of the certificate of formation is inconsistent with a bylaw, the provision of the certificate of formation shall be controlling.
Ala. Code § 10A-3-8.02 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-8.02
Section 10A-3-8.02 Effect of Repeal of Prior Acts
Status: in_force

The repeal of a prior act by this title shall not impair, or otherwise affect, the organization or the continued existence of an existing nonprofit corporation, nor the right of any foreign nonprofit corporation presently qualified to conduct affairs in Alabama to continue to do so without again qualifying to conduct affairs in Alabama. Nor shall the repeal of a prior act by this title affect any right accrued or established, or any liability or penalty incurred, or the construction of the certificate of incorporation or charter of any nonprofit corporation organized before the enactment of this title, or the determination of the rights and interests of any of its members or creditors, under the provisions of the prior act before the repeal thereof.
Ala. Code § 10A-17-2.21 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.21
Section 10A-17-2.21
Status: in_force

(a) A decentralized unincorporated nonprofit association may provide for its governance, in whole or in part, through distributed ledger technology including, but not limited to, smart contracts.

(b) The governing principles for a decentralized unincorporated nonprofit association may include, but not be limited to, the following provisions:

(1) Specify whether any distributed ledger technology used or enabled by the decentralized unincorporated nonprofit association will be fully immutable or subject to change by the decentralized unincorporated nonprofit association and whether any distributed ledger will be fully or partially public or private, including the extent of a member’s access to information.

(2) Adopt voting procedures, which may include smart contracts deployed to distributed ledger technology and which may provide for all of the following:

a. Proposals from members or administrators in the decentralized unincorporated nonprofit association for upgrades, modifications, or additions to software systems or protocols.

b. Other proposed changes to the decentralized unincorporated nonprofit association’s governing principles.

c. Any other matters of governance or activities within the purpose of the decentralized unincorporated nonprofit association.
Ala. Code § 10-9C-606 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-606
Section 10-9C-606 Power to Bind and Liability to Limited Partnership Before Dissolution of Partnership of Person Dissociated as General Partner
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-3.41 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.41
Section 10A-1-3.41 Certificated or Uncertificated Ownership Interest
Status: in_force

(a) Ownership interests in a domestic entity may be certificated or uncertificated.

(b) The ownership interests in a business corporation, real estate investment trust, or professional corporation must be certificated unless the governing documents of the entity or a resolution adopted by the governing authority of the entity states that the ownership interests are uncertificated. If a domestic entity changes the form of its ownership interests from certificated to uncertificated, a certificated ownership interest subject to the change becomes an uncertificated ownership interest only after the certificate is surrendered to the domestic entity.

(c) Ownership interests in a domestic entity, other than a domestic entity described in subsection (b), are uncertificated unless this title or the governing documents of the domestic entity state that the interests are certificated.

(d) Unless an entity’s chapter specifically provides otherwise, no certificate of a certificated ownership interest shall be issued in bearer form.
Ala. Code § 10A-30-2.11 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-2.11
Section 10A-30-2.11 Shareholders’ Agreements; Applicable to Corporations Formed as Close Corporations or Electing Close Corporation Status Prior to January 1, 1995
Status: in_force

No written agreement among shareholders of a close corporation, nor any provision of the governing documents of the corporation, which agreement or provision relates to any phase of the affairs of such corporation, including but not limited to the management of its business or declaration and payment of dividends or other division of profits or the election of directors or officers or the employment of shareholders by the corporation or the arbitration of disputes, shall be invalid on the ground that it is an attempt by the parties to the agreement or by the shareholders of the corporation to treat the corporation as if it were a partnership or to arrange relations among the shareholders or between the shareholders and the corporation in a manner that would be appropriate only among partners.
Ala. Code § 10A-5A-11.05 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-11.05
Section 10A-5A-11.05 Member’s Power to Dissociate as a Member Associated with a Series; Wrongful Dissociation
Status: in_force

(a) A person has the power to dissociate as a member associated with a series.

(b) A person’s dissociation from a series is wrongful only if:

(1) it is in breach of an express provision of the limited liability company agreement; or

(2) the person is expelled as a member associated with the series by judicial determination under Section 10A-5A-11.06(f); or

(3) the person is dissociated as a member associated with a series by becoming a debtor in bankruptcy or making a general assignment for the benefit of creditors.

(c) A person that wrongfully dissociates as a member associated with a series is liable to the series and, subject to Section 10A-5A-9.01, to the other members associated with that series for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or liability of the member associated with a series to the series or the other members associated with that series.
Ala. Code § 10A-3A-8.03 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.03
Section 10A-3A-8.03 Number of Directors
Status: in_force

(a) A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the certificate of incorporation or bylaws.

(b) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the certificate of incorporation or bylaws.
Ala. Code § 10-4-60 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-60
Section 10-4-60 Powers of Conventions or Associations
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-2.07 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-2.07
Section 10A-2-2.07 Emergency Bylaws
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, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:

(1) Procedures for calling a meeting of the board of directors;

(2) Quorum requirements for the meeting; and

(3) Designation of additional or substitute directors.

(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(c) Corporate action taken in good faith in accordance with emergency bylaws:

(1) Binds the corporation; and

(2) May not be used to impose liability on a corporate director, officer, employee, or agent.

(d) An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event.
Ala. Code § 10A-3A-12.09 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-12.09
Section 10A-3A-12.09 Nonexclusive
Status: in_force

This article is not exclusive. This article does not preclude a nonprofit corporation from merging under law other than this chapter.
Ala. Code § 10A-3-7.10 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-7.10
Section 10A-3-7.10 Liquidation - Jurisdiction of Court to Liquidate Assets and Affairs of Corporation
Status: in_force

(a) The circuit court of the county in which the nonprofit corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the nonprofit corporation’s most recent registered office is located shall have full power to liquidate the assets and affairs of a nonprofit corporation:

(1) In an action by a member or director when it is established:

a. That the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the nonprofit corporation is being suffered or is threatened by reason thereof, and either that the members are unable to break the deadlock or there are no members having voting rights;

b. That the acts of the directors or those in control of the nonprofit corporation are illegal, oppressive, or fraudulent;

c. That the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least two years to elect successors to directors whose terms have expired or would have expired upon the election of their successors;

d. That the corporate assets are being misapplied or wasted; or

e. That the nonprofit corporation is unable to carry out its purposes.

(2) In an action by a creditor:

a. When the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that the nonprofit corporation is insolvent; or

b. When the nonprofit corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the nonprofit corporation is insolvent.

(3) Upon application by a nonprofit corporation to have its dissolution continued under the supervision of the court.

(4) When an action has been filed by the Attorney General to dissolve a nonprofit corporation and it is established that liquidation of its affairs should precede the entry of an order of dissolution.

(b) Proceedings under this section shall be brought in the circuit court for the county in which the nonprofit corporation’s principal office is located in this state, and if none in this state, in the circuit court for the county in which the nonprofit corporation’s most recent registered office is located.

(c) It shall not be necessary to make directors or members parties to any action or proceedings unless relief is sought against them personally.
Ala. Code § 10A-8A-3.07 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-3.07
Section 10A-8A-3.07 Actions by and Against Partnership and Partners
Status: in_force

(a) A partnership may sue and be sued in the name of the partnership.

(b) An action may be brought against the partnership and, except as provided in Section 10A-8A-3.06, against any or all of the partners in the same action or in separate actions.

(c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner’s assets unless there is also a judgment against the partner.

(d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the claim is for a debt, obligation, or liability for which the partner is personally liable as provided in Section 10A-8A-3.06 and either:

(1) a judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

(2) the partnership is a debtor in bankruptcy;

(3) the partner has agreed that the creditor need not exhaust partnership assets;

(4) a court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court’s equitable powers; or

(5) liability is imposed on the partner by law or contract independent of the existence of the partnership.

(e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under Section 10A-8A-3.08.
Ala. Code § 10-9C-702 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-702
Section 10-9C-702 Transfer of Partner’s Transferable Interest
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-105 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-105
Section 10-4-105 Altering, Amending or Changing Charter
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-2.03 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-2.03
Section 10A-3A-2.03 Liability for Preincorporation Transactions
Status: in_force

All persons purporting to act as or on behalf of a nonprofit corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
Ala. Code § 10A-2-13.31 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-13.31
Section 10A-2-13.31 Court Costs and Counsel Fees
Status: reserved

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

(a) The court in an appraisal proceeding commenced under Section 10A-2-13.30 shall determine all costs of the proceeding, including compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under Section 10A-2-13.28.

(b) The court may also assess the reasonable fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:

(1) Against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of Sections 10A-2-13.20 through 10A-2-13.28; or

(2) Against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.

(c) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to these counsel reasonable fees to be paid out of the amounts awarded the dissenters who were benefitted.
Ala. Code § 10A-20-15.01 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-15.01
Section 10A-20-15.01 Rights, Powers, and Authority
Status: in_force

All corporations organized under the general laws of this state, or heretofore under a special act of the Legislature, and all corporations organized under the laws of any other of the United States which have complied with the Constitution and laws of the State of Alabama as to foreign corporations and which by their charter have the right to manufacture, supply, and sell to the public power produced by water as a motive force, shall, after acquiring by purchase, or otherwise than by condemnation, a dam site or power site comprising not less than one acre of land upon each and opposite sides of any watercourse or after acquiring by purchase, or otherwise than by condemnation, a dam site comprising not less than one acre of land upon one side of any watercourse and, where the dam site on the other side of the watercourse is owned or controlled by the United States, shall have acquired the permission of the United States to attach to or use the lock, dam, or other property owned or controlled by the United States for an abutment site on the other side of the watercourse, in addition to other powers conferred by law, have the following rights, powers, and authority:

(1) To acquire by condemnation the lands and rights necessary for the construction and operation of the dam and works connected therewith or useful thereto, either up or downstream therefrom, and in case of non-navigable streams, to construct and operate at the site, or other point up or down the stream therefrom, and across the stream, a dam, together with all works incident, necessary, or related thereto, in connection therewith, to impound or divert water of any watercourse, or watercourses, of this state, to raise higher such dam and enlarge the works necessary, related, or incident thereto and to construct other works necessary, incident, or related thereto, either upstream or downstream therefrom, as may be required or deemed expedient by the corporation in the manufacture and supply of power produced by water as a motive force.

(2) To acquire by condemnation all lands, waters, interests, rights, or easements in lands or waters likely to be flooded or damaged by impounding or diverting the water of any watercourse in this state or its tributaries, or necessary for the construction or operation of dams or power houses, or works necessary, incident or related thereto, or likely or liable to be flooded or damaged by the construction, operation, or enlargement of the dams, or works incident, necessary, or related thereto, or damaged or taken in the construction, operation, or use of canals, tailraces, or exit ways necessary, useful, or convenient for the escape, conveyance, or return of the water used in the operation of the works or power plant.

(3) To acquire by condemnation the necessary lands for substations and transmission lines, but shall have no right to condemn a private residence nor the outhouse, garden, or orchard within the curtilage of a private residence, for a substation site or for rights-of-way for its transmission line or lines. The corporation shall have no right to condemn lands, water, or water rights in use for power purposes by another corporation upon the same watercourse, having similar powers and essential to its operations, or lands, water, or water rights held by such other corporation for power purposes where the lands, water, or rights in themselves and taken alone or in connection with other lands, water, or rights owned by the other corporation can be made the reasonable basis of a water power development of at least 1,000 continuous horsepower; but may condemn lands, hydraulic structures, water, or water rights held by the other corporation at any point upon the same watercourse, unless the lands, structures, or rights in themselves, taken alone or in connection with other lands or rights owned by the other corporation, can be made the reasonable basis of a water power development of at least 500 continuous horsepower; and may condemn lands, hydraulic structures, water, or water rights of the other corporation, at any point upon the same watercourse, in excess of the other corporation’s actual facilities for using the same, independently of the actual or proposed works of the condemning party, for the manufacture of power by its plant as the same is already established at the time the condemnation proceeding is begun; provided, the plant of the other corporation has been in operation for five years or more preceding the commencement of the condemnation proceedings. Nor shall the corporation have the right to condemn the lands, hydraulic structures, water, or water rights of any cotton factory, at any point upon the same watercourse, in actual and prior use by it for the operation of its plant; but may condemn the lands, hydraulic structures, water, or water rights of the cotton factory in excess of what is actually in use, or may be used, at normal stages of the stream for the operation of its plant as already established at the time the condemnation proceeding is commenced. The corporation may by condemnation acquire the right to flood grist mills and industries in conjunction therewith, together with lands and water rights appertaining thereto. In all cases just compensation shall first be paid to the owner in the manner provided by law for all property taken.

(4) To acquire by condemnation the right to flood public and private ferries and the approaches thereto, but the corporation in the event of acquiring the property by condemnation, shall relocate and place public ferries and the approaches thereto in a condition satisfactory to the county commissions of the counties in which the public ferries are located.

(5) To acquire by condemnation the right to flood private roads and shall have the right to flood public roads by paying to the county commissions of counties in which public roads are the cost of locating, laying out, and opening other public roads in lieu of and to the same extent as the public roads flooded or intended to be flooded; but the corporation may appeal from the order of the county commission to the circuit court of the county within 30 days after the making of the order, by filing with the judge of probate of the county a written notice of appeal, and on the appeal the trial shall be de novo. Upon the payment by the corporation to the county commission of the sum fixed by the commission, together with the costs of the proceeding pending the appeal, and upon the execution of a bond in double the amount of the damages or amount so fixed, with good and sufficient sureties to pay the damages as the county may sustain, the corporation shall be entitled to flood the roads which are made the object of the proceeding; but such right shall not vest absolutely in the corporation until the final determination of the case and the payment or deposit in court of the damages or compensation as shall be adjudged.

(6) To acquire by condemnation ways and rights-of-way not exceeding a width of 100 feet for the total length of such rights-of-way upon which to erect tower, pole, or wire lines for the manufacture, supply, and sale of power produced by water as a motive force; but the corporation shall have no right without consent to construct and operate tower, pole, and wire lines upon the right-of-way of any steam or electric railroad, telegraph, or telephone company, except to cross the same, and the corporation shall have no right without consent to construct and operate tower, pole, and wire lines upon the right-of-way of another corporation having the power to manufacture, supply, and sell power, produced by water as a motive force, except to cross the same.

(7) To erect and operate tower, pole, and wire lines across, along and on public roads, subject to the regulation of the county commissions of the counties in which the roads are located.

(8) To acquire by condemnation ways and rights-of-way, not exceeding a width of 100 feet, for the total length of the rights-of-way for the purpose of constructing earth, steam, and electric roads for the transportation of material, equipment, and supplies required or useful in the construction, operation, and maintenance of the dam and works incidental and necessary thereto.

(9) To clear and remove from rights-of-way and from lands likely and liable to be flooded all timber and other growth, and the right and authority to remove outside of the rights-of-way such timber as may injure or endanger by shading, falling, or otherwise any of its works and for that purpose may acquire the timber by condemnation.

(10) Such corporations and public utility corporations shall have and exercise all the rights, powers, and privileges now and hereafter conferred upon public utility corporations.
Ala. Code § 10A-8-1.08 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-1.08
Section 10A-8-1.08 Partnership Subject to Amendment or Repeal of Chapter
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-3-2.12 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-2.12
Section 10A-3-2.12 Board of Directors; Committees
Status: reserved

If the governing documents of a nonprofit corporation so provide, the board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees each of which shall consist of two or more directors, which committees, to the extent provided in the resolution, or in the governing documents of the nonprofit corporation, shall have and exercise all the authority of the board of directors, except that no committee shall have the authority of the board of directors in reference to amending, altering, or repealing the bylaws; electing, appointing, or removing any member of any committee or any director or officer of the corporation; amending the certificate of formation, restating the certificate of formation, adopting a plan of merger or adopting a plan of consolidation with another nonprofit corporation or other entity authorizing the conversion of the nonprofit corporation into another form of entity; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the nonprofit corporation; or amending, altering, or repealing any action or resolution of the board of directors which by its terms provides that it shall not be amended, altered, or repealed by the committee. Other committees not having and exercising the authority of the board of directors in the management of the nonprofit corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. The designation and appointment of any committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director of any responsibility imposed upon it or him or her by law.
Ala. Code § 10-9C-1105 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1105
Section 10-9C-1105 Effect of Conversion
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-8.06 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.06
Section 10A-2A-8.06 Staggered Terms for Directors
Status: in_force

The certificate of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing half or one-third of the total, as near as may be practicable. In that event, the terms of directors in the first group expire at the first annual stockholders’ meeting after their election, the terms of the second group expire at the second annual stockholders’ meeting after their election, and the terms of the third group, if any, expire at the third annual stockholders’ meeting after their election. At each annual stockholders’ meeting held thereafter, directors shall be elected for a term of two years or three years, as the case may be, to succeed those whose terms expire.
Ala. Code § 10A-9A-7.02 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-7.02
Section 10A-9A-7.02 Transfer of Partner’s Transferable Interest
Status: in_force

(a) A transfer, in whole or in part, of a partner’s transferable interest:

(1) is permissible;

(2) does not by itself cause the partner’s dissociation;

(3) does not by itself cause a dissolution and winding up of the limited partnership; and

(4) subject to Section 10A-9A-7.04, does not entitle the transferee to:

(A) participate in the management or conduct of the limited partnership’s activities and affairs; or

(B) except as otherwise provided in subsection (d), have access to required information, records, or other information concerning the partnership’s activities and affairs.

(b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.

(c) A transferable interest may be evidenced by a certificate of transferable interest issued by the limited partnership. A partnership agreement may provide for the transfer of the transferable interest represented by the certificate and make other provisions with respect to the certificate. No certificate of transferable interest shall be issued in bearer form.

(d) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership’s transactions only from the date of dissolution.

(e) Except as otherwise provided in Sections 10A-9A-6.01(b)(3), 10A-9A-6.01(b)(10), 10A-9A-6.01(b)(11), 10A-9A-6.03(4)(B), 10A-9A-6.03(11), and 10A-9A-6.03(12) when a partner transfers a transferable interest, the transferor retains the rights of a partner other than the right to distributions transferred and retains all duties and obligations of a partner.

(f) A limited partnership need not give effect to a transferee’s rights under this section until the limited partnership has notice of the transfer.

(g) When a partner transfers a transferable interest to a person that is admitted as a partner with respect to the transferred interest, the transferee is liable for the partner’s obligations under Sections 10A-9A-5.02 and 10A-9A-5.08 to the extent that the obligations are known to the transferee when the transferee voluntarily accepts admission as a partner.

(h) Notwithstanding anything in Title 43 to the contrary, a partnership agreement may provide that a transferable interest may or shall be transferred in whole or in part, with or without consideration, to one or more persons at the death of the holder of the transferable interest. Any transferable interest transferred pursuant to this subsection shall be subject to any outstanding charging order under Section 10A-9A-7.03. This subsection does not limit the rights of creditors of holders of transferable interests against transferees under this chapter or other laws of this state.
Ala. Code § 10A-2-1.41 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-1.41
Section 10A-2-1.41 Notice
Status: reserved

Repealed by Act 2019-94, §3, effective January 1, 2021.
Ala. Code § 10A-8-8.03 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-8.03
Section 10A-8-8.03 Right to Wind Up Partnership Business
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-1-5.33 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.33
Section 10A-1-5.33 Notice by Registered Agent of Change of Registered Agent’s Name or Change of the Registered Agent’s Address as a Change of the Street Address of the Registered Office
Status: in_force

(a) The registered agent of any entity required by Section 10A-1-5.31 to designate and maintain a registered agent or registered office may give notice of a change of its name, or a change of its street address as the street address of the entity’s registered office, or both, by delivering a statement of change containing the information required by this section to the Secretary of State for filing in accordance with the procedures in Article 4.

(b) The statement of change must be signed by the registered agent, or a person authorized to sign the statement on behalf of the registered agent, and must include:

(1) the name of the entity represented by the registered agent;

(2) the unique identifying number of the entity assigned by the Secretary of State;

(3) the name of the entity’s registered agent and the street address at which the registered agent maintained the entity’s registered office;

(4) if the change relates to the name of the registered agent, the new name of that agent;

(5) if the change relates to the street address of the registered office, the new street address of the registered office; and

(6) a recitation that written notice of the change was given to the entity by the registered agent at least 10 days before the date the statement of change is delivered to the Secretary of State for filing.

(c) On acceptance of the statement of change by the Secretary of State, the statement of change is:

(1) in the case of a domestic filing entity, effective to make the change or changes set forth in the statement of change without the necessity of amending the entity’s certificate of formation;

(2) in the case of a general partnership with an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, effective to make the change or changes set forth in the statement of change without the necessity of amending its statement of partnership, statement of not for profit partnership, or statement of limited liability partnership under Chapter 8A;

(3) in the case of a foreign filing entity with an effective application for registration, effective to make the change or changes set forth in the statement of change, without the necessity of amending its application for registration as a foreign entity under Article 7; or

(4) in the case of a foreign limited liability partnership with an effective statement of limited liability partnership, effective to make the change or changes set forth in the statement of change, without the necessity of amending or restating its statement of foreign limited liability partnership under Article 7.

(d) A registered agent may deliver a statement of change to the Secretary of State for filing under this section that applies to more than one entity, and if the registered agent does so, the registered agent must include the unique identifying number assigned by the Secretary of State to each entity in the statement of change.
Ala. Code § 10A-2-6.24 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-6.24
Section 10A-2-6.24 Share Options
Status: reserved

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

Subject to requirements of the Constitution of Alabama of 1901, as the same may be amended from time to time, a corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for which the shares are to be issued.
Ala. Code § 10-2B-8.03 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.03
Section 10-2B-8.03 Number and Election of Directors
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-10.00 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-10.00
Section 10A-2A-10.00 Applicability of Chapter 1
Status: in_force

Division B of Article 3 of Chapter 1 shall not apply to this chapter.
Ala. Code § 10-4-395 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-395
Section 10-4-395 Merger and Consolidation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-10.01 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-10.01
Section 10A-3A-10.01 Disposition of Assets Not Requiring Member Approval in Membership Nonprofit Corporation
Status: in_force

In a membership nonprofit corporation:

(a) No approval of the members or any person or group of persons specified in the certificate of incorporation is required, unless the certificate of incorporation otherwise provides:

(1) to sell, lease, exchange, or otherwise dispose of any or all of the membership nonprofit corporation’s assets in the usual and regular course of the membership nonprofit corporation’s activities;

(2) to mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of the membership nonprofit corporation’s assets, regardless of whether in the usual and regular course of its activities; or

(3) to transfer any or all of the membership nonprofit corporation’s assets to one or more corporations or other entities all of the memberships or interests of which are owned by the membership nonprofit corporation.

(b) Unless the certificate of incorporation otherwise provides, without limiting the rights of a secured party under applicable law, no approval by members or any person or group of persons specified in the certificate of incorporation shall be required by Section 10A-3A-10.02 for a sale, lease, exchange, or other disposition of any of the membership nonprofit corporation’s assets if those assets are mortgaged, pledged, dedicated to the repayment of indebtedness, or otherwise encumbered for the benefit of a secured party or other creditor and either:

(1) The secured party or other creditor exercises its rights under the law governing the mortgage, pledge, dedication, or encumbrance, or other applicable law, whether under the Uniform Commercial Code, a real property law, or other law, to effect the sale, lease, exchange, or other disposition of those assets without the consent of the corporation; or

(2) In lieu of the secured party or other creditor exercising such rights, the board of directors of the membership nonprofit corporation authorizes an alternative sale, lease, exchange, or other disposition of those assets, whether with the secured party or other creditor, that results in the reduction or elimination of the total liabilities or obligations secured by those assets, provided that (i) the value of those assets is less than or equal to the total amount of the liabilities or obligations being eliminated or reduced and (ii) the sale, lease, exchange, or other disposition of those assets is not prohibited by the law governing the mortgage, pledge, dedication, or encumbrance. The provision of consideration to the membership nonprofit corporation shall not create a presumption that the value of the assets is greater than the total amount of the liabilities or obligations being eliminated or reduced.

(c) A failure to satisfy the condition in subsection (b)(2)(i) shall not result in the invalidation of a sale, lease, exchange, or other disposition of the membership nonprofit corporation’s assets if the transferee of those assets (i) provided value therefor (which may include the reduction or elimination of the total liabilities or obligations secured by those assets) and (ii) acted in good faith (as defined in Section 7-1-201(b)). The preceding sentence shall not apply to a proceeding against the membership nonprofit corporation and any other necessary parties to enjoin the sale, lease, exchange, or other disposition of the membership nonprofit corporation’s assets before the consummation thereof and shall not eliminate any liability for monetary damages for any claim, including a claim in the right of the membership nonprofit corporation, based upon a violation of a duty by a current or former director or officer, or other person.

(d) A provision of the certificate of incorporation that requires the authorization or consent of members or any person or group of persons specified in the certificate of incorporation for a sale, lease, exchange, or other disposition of the membership nonprofit corporation’s assets shall not apply to a transaction permitted by subsection (b) unless that provision expressly so requires.
Ala. Code § 10A-20-7.18 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-7.18
Section 10A-20-7.18 Annual Examination and Reports
Status: in_force

The corporation shall be examined at least once annually by a certified public accountant and shall file reports of its condition annually with the Secretary of State, who in turn shall make copies of the reports available to the Governor. The corporation shall pay the actual cost of the examinations. The Alabama Banking Code applies where the code is not in conflict with this article.
Ala. Code § 10-4-111 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-111
Section 10-4-111 Certificates for Agents; Filing of Health Service Certificates
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-1.10 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-1.10
Section 10A-8A-1.10 Partnership Agreement; Effect on Third Parties and Relationship to Writings Effective on Behalf of 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 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 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 § 10-8A-1107 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-1107
Section 10-8A-1107 Savings Clause
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-12-38 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-38
Section 10-12-38 Judicial Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-7.21 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-7.21
Section 10A-20-7.21 Duration of Corporation
Status: in_force

The period of duration of the corporation shall be 50 years, subject, however, to the right of the stockholders and the members to dissolve the corporation prior to the expiration of the period as provided in Section 10A-20-7.22.
Ala. Code § 10A-2A-13.30 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-13.30
Section 10A-2A-13.30 Court Action
Status: in_force

(a) If a stockholder makes demand for payment under Section 10A-2A-13.26 which remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the stock and accrued interest. If the corporation does not commence the proceeding within the 60-day period, it shall pay in cash to each stockholder the amount the stockholder demanded pursuant to Section 10A-2A-13.26 plus interest.

(b) The corporation shall commence the proceeding in the designated court, and if none, the circuit court for the county in which the 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 corporation’s most recent registered office is located.

(c) The corporation shall make all stockholders (regardless of whether they are residents of this state) whose demands remain unsettled parties to the proceeding as in an action against their stock, and all parties shall be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.

(d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them, or in any amendment to it. The stockholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial.

(e) Each stockholder made a party to the proceeding is entitled to judgment (i) for the amount, if any, by which the court finds the fair value of the stockholder’s stock exceeds the amount paid by the corporation to the stockholder for the stock, plus interest, or (ii) for the fair value, plus interest, of the stockholder’s stock for which the corporation elected to withhold payment under Section 10A-2A-13.25.
Ala. Code § 10A-3A-11.07 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-11.07
Section 10A-3A-11.07 Effect of Dissolution
Status: in_force

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

(1) collecting its assets;

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

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

(4) distributing its remaining property as required by law, its certificate of incorporation, bylaws, and as approved when the dissolution was authorized; and

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

(b) In winding up its activities and affairs, a dissolved nonprofit corporation may:

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

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

(3) transfer the nonprofit corporation’s assets;

(4) resolve disputes by mediation or arbitration; and

(5) merge or convert in accordance with Article 12 or 13 of this chapter or Article 8 of Chapter 1.

(c) Dissolution of a nonprofit corporation does not:

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

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

(3) change:

(i) quorum or voting requirements for its board of directors or members;

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

(iii) provisions for amending its bylaws;

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

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

(6) terminate the authority of the registered agent of the nonprofit corporation.

(d) A distribution in liquidation under this section may only be made by a dissolved nonprofit corporation.
Ala. Code § 10-14-2 — Alabama Code / Title 10 / Chapter 14 / Section 10-14-2
Section 10-14-2 Definitions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-5.10 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.10
Section 10A-1-5.10 Mandatory Name Reservation for Certain Entities
Status: in_force

(a)(i) All filing entities and (ii) all general partnerships that are filing a statement of partnership, a statement of not for profit general partnership, or a statement of limited liability partnership, must reserve a name with the Secretary of State in accordance with this Article 5.

(b) When a filing entity delivers its certificate of formation or certificate of incorporation, as applicable, to the Secretary of State for filing, that filing entity must attach its name reservation certificate to its certificate of formation or the certificate of incorporation, as applicable; provided, that the name reservation certificate shall not be part of the certificate of formation or certificate of incorporation, as applicable.

(c) When a general partnership delivers its statement of partnership, statement of not for profit general partnership, or statement of limited liability partnership, as applicable, to the Secretary of State for filing, that general partnership must attach its name reservation certificate to its statement of partnership, statement of not for profit general partnership, or statement of limited liability partnership, as applicable; provided, that the name reservation certificate shall not be part of the statement of partnership, the statement of not for profit general partnership, or the statement of limited liability partnership, as applicable.
Ala. Code § 10A-2A-8.55 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.55
Section 10A-2A-8.55 Determination and Authorization of Indemnification
Status: in_force

(a) A corporation may not indemnify a director under Section 10A-2A-8.51 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in Section 10A-2A-8.51.

(b) The determination shall be made:

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

(2) by special legal counsel:

(i) selected in the manner prescribed in subsection (b)(1); or

(ii) if there are fewer than two qualified directors, selected by the board of directors (in which selection directors who are not qualified directors may participate); or

(3) by the stockholders, but stock owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the determination.

(c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible except that if there are fewer than two qualified directors, or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled to select special legal counsel under subsection (b)(2)(ii).
Ala. Code § 10A-8-5.03 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-5.03
Section 10A-8-5.03 Transfer of Partner’s Transferable 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 § 10A-10-1.20 — Alabama Code / Title 10A / Chapter 10 / Section 10A-10-1.20
Section 10A-10-1.20 Service of Process
Status: in_force

In an action against a real estate investment trust doing business in the state, process shall be served on any officer or resident agent of the real estate investment trust or by any method permitted under Section 10A-1-5.31, 10A-1-5.35, or 10A-1-5.36, and any notice or demand permitted or required by law may be served in like manner.
Ala. Code § 10A-17-1.15 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-1.15
Section 10A-17-1.15 Transition Concerning Real and Personal Property
Status: in_force

(a) If, before January 1, 1996, an estate or interest in real or personal property was purportedly transferred to a nonprofit association, on January 1, 1996 the estate or interest vests in the nonprofit association unless the parties have treated the transfer as ineffective.

(b) If, before January 1, 1996, the transfer vested the estate or interest in another person to hold the estate or interest as a fiduciary for the benefit of the nonprofit association, its members, or both, on or after January 1, 1996, unless otherwise prohibited by terms of a written trust, the fiduciary may transfer the estate or interest to the nonprofit association in its name, or the nonprofit association, by appropriate proceedings, may require that the estate or interest be transferred to it in its name.
Ala. Code § 10A-20-3.03 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-3.03
Section 10A-20-3.03 Changing of Corporate Name
Status: in_force

Any annual conference that has heretofore been incorporated by an act of the Legislature of Alabama and desires to change its name or any corporation created under this article desiring to change its name may file with the Secretary of State a declaration in writing, showing the proposed amendment, and must pay the Secretary of State the filing fee required under Section 10A-1-4.31 to be paid to the Secretary of State for filing a certificate of amendment, whereupon the Secretary of State shall issue to the corporation a charter in its new name.
Ala. Code § 10-10-9 — Alabama Code / Title 10 / Chapter 10 / Section 10-10-9
Section 10-10-9 Powers; Conveyances; Exemption from Liability
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-394 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-394
Section 10-4-394 Amendments to 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-3A-13.07 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-13.07
Section 10A-3A-13.07 Effect of Conversion
Status: in_force

(a) When a conversion takes effect:

(1) all property and contract rights owned by the converting organization remain 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 organization may, but need not, be substituted for the name of the converting organization 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 nonprofit corporation, for all purposes of the laws of this state, the nonprofit corporation 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 nonprofit corporation;

(9) if the converted organization is a nonprofit corporation, the existence of the nonprofit corporation 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;

(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; and

(12) the interests, if any, of the converting organization are reclassified into interests or other securities, obligations, rights to acquire interests or other securities, cash, or other property in accordance with the terms of the conversion, and the interest holders, if any, of the converting organization are entitled only to the rights provided to them by those terms and to any rights they may have under the governing statute of the converting 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 nonprofit corporation, is liable if, before the conversion, the converting nonprofit corporation was subject to suit in this state on the debt, obligation, or other liability. If a converted organization is a foreign entity and 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 § 10A-2A-7.06 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.06
Section 10A-2A-7.06 Waiver of Notice
Status: in_force

(a) A stockholder may waive any notice required by this chapter or the certificate of incorporation or bylaws, before or after the date and time stated in the notice. The waiver must be in writing, be signed by the stockholder entitled to the notice, and be delivered to the corporation for filing by the corporation with the minutes or corporate records.

(b) A stockholder’s attendance at a meeting:

(1) waives objection to lack of notice or defective notice of the meeting, unless the stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

(2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter when it is presented.
Ala. Code § 10-8A-801 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-801
Section 10-8A-801 Events Causing Dissolution and Winding Up of Partnership Business
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-132 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-132
Section 10-4-132 First Meeting
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8-10.10 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-10.10
Section 10A-8-10.10 Professional Registered Limited Liability Partnership Provisions
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10A-10-1.02 — Alabama Code / Title 10A / Chapter 10 / Section 10A-10-1.02
Section 10A-10-1.02 Definitions
Status: in_force

As used in this chapter, unless the context otherwise requires, the following words shall have the meanings respectively ascribed to them:

(1) REAL ESTATE INVESTMENT TRUST. An unincorporated trust or association 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 shareholder or an entity that otherwise complies with the provisions of 26 U.S.C. Sections 856 to 860, inclusive, of the U.S. Internal Revenue Code, as amended from time to time, and the rulings and regulations adopted thereunder.

(2) SHARE. A transferable unit of beneficial interest in a real estate investment trust.

(3) SHAREHOLDER. The holder of a transferable unit of beneficial interest in a real estate investment trust.
Ala. Code § 10A-2A-8.03 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.03
Section 10A-2A-8.03 Number and Election of Directors
Status: in_force

(a) A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the certificate of incorporation or bylaws.

(b) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the certificate of incorporation or bylaws.

(c) Except as set forth in Section 10A-2A-2.04, directors are elected at the first annual stockholders’ meeting and at each annual stockholders’ meeting thereafter unless elected by written consent in lieu of an annual meeting as permitted by Section 10A-2A-7.04 or unless their terms are staggered under Section 10A-2A-8.06.
Ala. Code § 10-9A-181 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-181
Section 10-9A-181 Proper Plaintiff
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-30-1.03 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-1.03
Section 10A-30-1.03 Laws Governing - Actions; Applicable to Professional Associations Formed Prior to January 1, 1984
Status: in_force

Actions by and against a professional association organized pursuant to this article shall be governed by Article 7 of Chapter 7 of Title 6.
Ala. Code § 10-9C-904 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-904
Section 10-9C-904 Filing 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-8-1.02 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-1.02
Section 10A-8-1.02 Definitions
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 § 10-4-382 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-382
Section 10-4-382 Definitions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-6.42 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-6.42
Section 10A-3A-6.42 Capital Contributions of Members
Status: in_force

(a) A membership nonprofit corporation may provide in its certificate of incorporation or bylaws that members, upon or subsequent to admission, must make capital contributions. Except as provided in the certificate of incorporation or bylaws, the amount shall be fixed by the board of directors. The requirement of a capital contribution may apply to all members, or to the members of a single class, or to members of different classes in different amounts or proportions.

(b) The adoption or amendment of a capital contribution requirement, whether or not approved by the members, shall not apply to a member who did not vote in favor of the adoption or amendment until 30 days after notice of the adoption or amendment has been delivered to the member.
Ala. Code § 10A-1-5.35 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.35
Section 10A-1-5.35 Failure to Designate and Maintain Registered Agent
Status: in_force

If an entity required by Section 10A-1-5.31 to designate and maintain a registered agent fails to do so, or the registered agent cannot with reasonable diligence be served, the entity may be served with process as provided by the Alabama Rules of Civil Procedure and may be served with any other notice or demand required or permitted by law to be served on the entity in a manner similar to the procedure provided by the Alabama Rules of Civil Procedure for the service of process.
Ala. Code § 10-2B-15.41 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-15.41
Section 10-2B-15.41 Authority of Foreign Corporation to Act as Fiduciary
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-10-6 — Alabama Code / Title 10 / Chapter 10 / Section 10-10-6
Section 10-10-6 Purposes
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-202 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-202
Section 10-3A-202 Penalties for False Statements by Directors and Officers
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-142 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-142
Section 10-3A-142 Plan of Distribution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-14.01 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-14.01
Section 10-2B-14.01 Dissolution by Incorporators or Initial Directors
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-1.03 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-1.03
Section 10A-9A-1.03 Knowledge and Notice
Status: in_force

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

(1) has actual knowledge of it; or

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

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

(1) knows of it;

(2) receives notification of it;

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

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

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

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

(1) matters included in the certificate of formation under Sections 10A-9A-2.01(a)(1), (a)(2), (a)(3), (a)(4), if applicable, (a)(5), and (a)(6) upon filing;

(2) general partner dissociating as a general partner, 90 days after the effective date of an amendment to the certificate of formation which states that the general partner has dissociated or 90 days after the effective date of a statement of dissociation pertaining to the general partner, whichever occurs first;

(3) dissolution, 90 days after a statement of dissolution under Section 10A-9A-8.02 or Section 10A-9A-8.03 becomes effective;

(4) merger or conversion under Article 10 of this chapter or under Article 8 of Chapter 1, 90 days after the statement of merger or conversion becomes effective; or

(5) reinstatement, 90 days after a certificate of reinstatement under Section 10A-9A-8.11 becomes effective.

(e) A general partner’s knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is effective immediately as knowledge of, notice to, or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner’s knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is not effective as knowledge of, notice to, or receipt of a notification by the limited partnership solely by reason of the partner’s capacity as a limited partner.
Ala. Code § 10A-5A-11.13 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-11.13
Section 10A-5A-11.13 Other Claims Against Dissolved Series
Status: in_force

(a) A dissolved series may publish notice of its dissolution and request that persons with claims against the dissolved series 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 limited liability company’s principal office is located or, if it has none in this state, in the county in which the limited liability company’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 series 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 series 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 series within two years after the publication date of the newspaper notice:

(1) a claimant who was not given notice under Section 10A-5A-11.12(b);

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

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

(d) A claim that is not barred under this section, any other statute limiting actions, or Section 10A-5A-11.12 may be enforced:

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

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

(e) A dissolved series that published a notice under this section may file an application with the circuit court for the county in which the limited liability company’s principal office is located in this state 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, 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 series or that are based on an event occurring after the effective date of the dissolution of the series but that, based on the facts known to the dissolved series, are reasonably estimated to arise after the effective date of the dissolution of the series. 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 series 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 series.

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

(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-5A-11.12, this section, or other law, the person or persons designated to wind up the affairs of a limited liability company, and the owners of the transferable interests receiving assets from the limited liability company, shall not be liable for that claim.
Ala. Code § 10-9A-25 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-25
Section 10-9A-25 Filing in Office of Probate Judge
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-20-6.02 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-6.02
Section 10A-20-6.02 Incorporation
Status: in_force

(a) The incorporators of any corporation to be governed by this article shall prepare and deliver to the Secretary of State for filing a certificate of formation stating an intention to become a corporation, which certificate of formation shall be signed by each of the incorporators and shall set forth:

(1) The name of the proposed corporation;

(2) The objects and purposes for which the corporation is organized;

(3) The location of the principal office of the corporation in this state; and

(4) The name and post office address of each incorporator, not less than three in number.

(b) The certificate of formation may also contain any other provisions, not inconsistent with the provisions of this article, which the incorporators may desire to insert for the regulation of the business or affairs of the corporation or which would be permitted nonprofit corporations by the Alabama Nonprofit Corporation Law. The filing of the certificate of formation shall be accompanied with payment of the filing fee payable to the Secretary of State in the amount prescribed by Chapter 1 for certificates of formation under Section 10A-1-4.31. The filing of the certificate of formation by the Secretary of State effects the creation of a corporation for the purpose of establishing, maintaining, and operating a health care service plan as provided for in this article.
Ala. Code § 10-2B-10.06 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-10.06
Section 10-2B-10.06 Articles of Amendment
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-104 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-104
Section 10-9C-104 Nature, Purpose, and Duration of Entity
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-2.01 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-2.01
Section 10A-8A-2.01 Formation of Partnership
Status: in_force

(a) Except as otherwise provided in subsection (b), the association of two or more persons:

(1) to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership; or

(2) to carry on any not for profit activity, forms a partnership when (A) the persons intend to form a partnership and (B) the persons deliver to the Secretary of State for filing a statement of not for profit partnership in accordance with Section 10A-8A-2.02(b) setting forth their intention to form a partnership to carry on a not for profit activity.

(b) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter.

(c) In determining whether a partnership is formed under Section 10A-8A-2.01(a)(1), the following rules apply:

(1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.

(2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.

(3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:

(i) of a debt by installments or otherwise;

(ii) for services as an independent contractor or of wages or other compensation to an employee;

(iii) of rent;

(iv) of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;

(v) of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or

(vi) for the sale of the goodwill of a business or other property by installments or otherwise.
Ala. Code § 10-9A-107 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-107
Section 10-9A-107 Liability Upon Return of Contribution
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-2-10.06 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-10.06
Section 10A-2-10.06 Articles of Amendment
Status: reserved

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

A corporation amending its articles of incorporation shall deliver to the judge of probate for filing articles of amendment setting forth:

(1) The name of the corporation;

(2) The text of each amendment adopted;

(3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;

(4) The date of each amendment’s adoption;

(5) If an amendment was adopted by the board of directors without shareholder action, a statement to that effect and that shareholder action was not required;

(6) If an amendment was approved by the shareholders:

(i) The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and the number of votes of each voting group indisputably represented at the meeting; and

(ii) Either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.
Ala. Code § 10A-3A-8.08 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.08
Section 10A-3A-8.08 Removal of Directors by Members or Other Persons
Status: in_force

(a) Except as provided in the certificate of incorporation or bylaws, a director of a membership nonprofit corporation may be removed with or without cause by the members who are eligible under Section 10A-3A-8.10 to vote to fill the vacancy created by the removal of that director.

(b) The notice of a meeting of members of a membership nonprofit corporation at which removal of a director is to be considered must state that the purpose, or one of the purposes, of the meeting is removal of the director.

(c) Except as provided in the certificate of incorporation or bylaws, the board of directors of a membership nonprofit corporation may not remove a director.

(d) Except as provided in the certificate of incorporation or bylaws, the board of directors may remove a director of a nonmembership nonprofit corporation with or without cause.

(e) In addition to the removal provisions of subsections (a) and (d), the board of directors of a membership nonprofit corporation or nonmembership nonprofit corporation may remove a director who:

(1) did not satisfy the qualifications for directors as set forth in the certificate of incorporation or bylaws at the time that director was nominated, elected, appointed, or designated to that director’s current term, if the decision that the director failed to satisfy a qualification is made by the vote of a majority of the directors who meet all of the required qualifications; or

(2) no longer satisfies the qualifications for directors as set forth in the certificate of incorporation or bylaws at the time that director was nominated, elected, appointed, or designated to that director’s current term, if the decision that the director failed to satisfy a qualification is made by the vote of a majority of the directors who meet all of the required qualifications.
Ala. Code § 10A-1-5.06 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.06
Section 10A-1-5.06 Name of Limited Liability Company or Foreign Limited Liability Company
Status: in_force

The name of a limited liability company or a foreign limited liability company registered to transact business in this state must contain the words “Limited Liability Company” or the abbreviation “L.L.C.” or “LLC”.
Ala. Code § 10-2B-4.01 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-4.01
Section 10-2B-4.01 Corporate Name
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-4.03 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-4.03
Section 10A-9A-4.03 Limited Partnership Liable for General Partner’s Actionable Conduct
Status: in_force

(a) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities and affairs of the limited partnership or with authority of the limited partnership.

(b) If, in the course of the limited partnership’s activities and affairs or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss.
Ala. Code § 10-3A-220 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-220
Section 10-3A-220 Powers of Probate Judge and Secretary of State
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.