Ala. Code § 10A-3-7.09 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-7.09
Section 10A-3-7.09 Involuntary Dissolution - Venue and Service of Process
Status: in_force

Every action for the involuntary dissolution of a nonprofit corporation shall be commenced by the Attorney General 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. Summons shall issue and be served as in other civil actions. If process is returned not found, the Attorney General shall cause publication to be made as in other civil cases in some newspaper published in the county in which the nonprofit corporation’s principal office is located in this state, and if none in this state, in the county in which the nonprofit corporation’s most recent registered office is located, containing a notice of the pendency of the action, the title of the court, the title of the action, and the date on or after which default may be entered. The Attorney General may include in one notice the names of any number of nonprofit corporations against which actions are then pending in the same court. The Attorney General shall cause a copy of the notice to be mailed to the nonprofit corporation at its registered office within 10 days after the first publication thereof. The certificate of the Attorney General of the mailing of the notice shall be prima facie evidence thereof. The notice shall be published once each week for two successive weeks, and the first publication thereof may begin at any time after the summons has been returned. Unless a nonprofit corporation shall have been served with summons, no default shall be taken against it earlier than 30 days after the last publication of the notice.
Ala. Code § 10A-8A-4.11 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-4.11
Section 10A-8A-4.11 General Standards of Partner’s Conduct
Status: in_force

(a) The duties that a partner has to the partnership and to the other partners include the duty of loyalty and the duty of care as described in subsections (b) and (c).

(b) A partner’s duty of loyalty to the partnership and to the other partners includes each of the following:

(1) To account to the partnership and to hold as trustee for it any property, profit, or benefit derived by the partner in the conduct or winding up of the partnership’s business or not-for-profit activity or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity.

(2) To refrain from dealing with the partnership in the conduct or winding up of the partnership’s business or not-for-profit activity as or on behalf of a party having an interest adverse to the partnership.

(3) To refrain from competing with the partnership in the conduct of the partnership’s business or not-for-profit activity before the dissolution of the partnership.

(c) A partner’s duty of care to the partnership and to the other partners in the conduct or winding up of the partnership’s business or not-for-profit activity includes refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

(d) A partner shall discharge the duties to the partnership and to the other partners under this chapter and under the partnership agreement and exercise any rights consistently with the implied contractual covenant of good faith and fair dealing.

(e) A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner’s conduct furthers the partner’s own interest.
Ala. Code § 10A-5A-9.06 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-9.06
Section 10A-5A-9.06 Stay of Proceedings
Status: in_force

For the purpose of allowing the limited liability company or the series thereof, as the case may be, time to undertake an inquiry into the allegations made in the demand or complaint commenced pursuant to this article, the court may stay any derivative action for the period the court deems appropriate.
Ala. Code § 10A-2A-8.51 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.51
Section 10A-2A-8.51 Permissible Indemnification
Status: in_force

(a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if:

(1) (i) the director conducted himself or herself in good faith; and

(ii) the director reasonably believed:

(A) in the case of conduct in an official capacity, that his or her conduct was in the best interests of the corporation; and

(B) in all other cases, that his or her conduct was at least not opposed to the best interests of the corporation; and

(iii) in the case of any criminal proceeding, the director had no reasonable cause to believe his or her conduct was unlawful; or

(2) the director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the certificate of incorporation (as authorized by Section 10A-2A-2.02(b)(5)).

(b) A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of subsection (a)(1)(ii)(B).

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

(d) Unless ordered by a court under Section 10A-2A-8.54(a)(3), a corporation may not indemnify a director:

(1) in connection with a proceeding by or in the right of the corporation, except for expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (a); or

(2) in connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis of receiving a financial benefit to which he or she was not entitled, regardless of whether it involved action in the director’s official capacity.
Ala. Code § 10A-3-1.05 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-1.05
Section 10A-3-1.05 Notice or Other Communication
Status: in_force

(a) A notice under this chapter must be in writing unless oral notice is reasonable in the circumstances. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under this chapter must be in English.

(b) A notice or other communication may be given by any method of delivery, except that notice or other communication by electronic transmission must be in accordance with this section. If the methods of delivery are impracticable, a notice or other communication from the nonprofit corporation may be given by means of a broad non-exclusionary distribution to the public (which may include a newspaper of general circulation in the area where published; radio, television, or other form of public broadcast communication; or other methods of distribution that the nonprofit corporation has previously identified to its recipients).

(c) A notice or other communication to a nonprofit corporation or to a foreign nonprofit corporation registered to transact business in this state may be delivered to the nonprofit corporation’s registered agent at its registered office or to the secretary at the nonprofit corporation’s principal office shown in its most recent annual report or, in the case of a foreign nonprofit corporation that has not yet delivered an annual report, in its foreign registration under Chapter 1.

(d) A notice or other communication from the nonprofit corporation to a member may be delivered by electronic mail to an electronic mail address for that member as reflected in the books and records of the nonprofit corporation, unless that member has previously notified the nonprofit corporation in writing that the member objects to receiving notices and other communications by electronic mail. The notice or other communication may be delivered to a member by another form of electronic transmission if consented to by that member or if authorized by subsection (j). Any notice or other communication from the nonprofit corporation to any other person may be delivered by electronic transmission if consented to by the recipient or if authorized by subsection (j). Any consent under this subsection or subsection (j) may be revoked with respect to future notices or communications by the person who consented by giving written or electronic notice to the person to whom the consent was delivered.

(e) A notice or other communication may no longer be delivered to an electronic mail address or other electronic transmission address pursuant to subsection (d) if (i) the nonprofit corporation receives notice from the information processing system into which the notice or other communication was entered that two consecutive notices or other communications given by electronic transmission have not been delivered to the electronic mail address or other electronic transmission address to which the notice or other communication was directed, and (ii) the notice of non-delivery becomes known to the secretary or an assistant secretary, or another person responsible for the giving of notices or other communications for the nonprofit corporation; provided, however, that the inadvertent failure to recognize the notice of non-delivery as a cessation of authority to provide a member with notice by electronic mail or other electronic transmission shall not invalidate any meeting or other action.

(f) Unless otherwise agreed between the sender and the recipient, a notice or other communication by electronic transmission is received when:

(1) it enters an information processing system directed to (i) in the case of a member, the electronic mail address for the member as reflected in the books and records of the nonprofit corporation or other electronic transmission address at which the member has consented to receive notice or other communication by electronic transmission, or (ii) in the case of any other recipient, the electronic transmission address at which the recipient has consented to receive notice or other communication by electronic transmission; and

(2) it is in a form capable of being processed by that system.

(g) Receipt of an electronic acknowledgement from an information processing system described in subsection (f)(1) establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.

(h) An electronic transmission is received under this section even if no person is aware of its receipt.

(i) A notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following:

(1) if in a physical form, the earliest of when it is actually received, or when it is left at:

(i) a member’s address reflected in the books and records of the nonprofit corporation;

(ii) a director’s residence or usual place of business; or

(iii) the nonprofit corporation’s principal office;

(2) if mailed by United States mail postage prepaid and addressed to a member at the member’s address reflected in the books and records of the nonprofit corporation, upon deposit in the United States mail;

(3) if mailed by United States mail postage prepaid and addressed to a recipient other than a member, at the address of the recipient reflected in the books and records of the nonprofit corporation, the earliest of when it is actually received, or:

(i) if sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee; or

(ii) five days after it is deposited in the United States mail;

(4) if sent by a nationally recognized commercial carrier that issues a receipt or other confirmation of delivery, the earliest of when it is actually received or the date shown on the receipt or other confirmation of delivery issued by the commercial carrier;

(5) if an electronic transmission, when it is received as provided in subsection (f); and

(6) if oral, when communicated.

(j) A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if (i) the electronic transmission is otherwise retrievable in perceivable form, and (ii) the sender and the recipient have consented in writing to the use of that form of electronic transmission.

(k) If this chapter prescribes requirements for notices or other communications in particular circumstances, those requirements govern. If the certificate of incorporation or bylaws prescribe requirements for notices or other communications, not inconsistent with this section or other provisions of this chapter, those requirements govern. The certificate of incorporation or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission.

(l) In the event that any provisions of this chapter are deemed to modify, limit, or supersede the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§7001 et seq., the provisions of this chapter shall control to the maximum extent permitted by Section 102(a)(2) of that federal act.

(m) Whenever a notice or communication would otherwise be required to be given under any provision of this chapter to a member, the notice or communication need not be given if the nonprofit corporation is not permitted to deliver the notice or communication by electronic transmission pursuant to subsections (d) and (e) and:

(1) notices and communications to members of two consecutive annual meetings, and all notices and communications of meetings during the period between those two consecutive annual meetings, have been sent to that member at that member’s address as reflected in the books and records of the nonprofit corporation and have been returned undeliverable or could not be delivered; or

(2) no address has been provided to the nonprofit corporation by or on behalf of a member and the nonprofit corporation has not otherwise obtained an address for that member it believes to be reliable.

In addition if any member to which this subsection (m) applies delivers to the nonprofit corporation a written notice or communication setting forth that member’s then-current address, the requirement that notice and communication be given to that member shall be reinstated.

(n) Whenever a notice or communication is required to be given, under any provision of this chapter or of the certificate of incorporation or bylaws of any nonprofit corporation, to any person with whom notice to or communication with is unlawful, the giving of the notice or communication to that person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give the notice or communication to that person. Any action or meeting which shall be taken or held without notice or communication to the person with whom notice to or communication with is unlawful shall have the same force and effect as if the notice or communication had been duly given. In the event that the action taken by the nonprofit corporation is such as to require the filing of a certificate or other filing instrument under any of the other sections of this chapter, the certificate or other filing instrument shall state, if that is the fact and if notice or communication is required, that notice or communication was given to all persons entitled to receive notice or communication except those persons with whom notice to or communication with is unlawful.
Ala. Code § 10A-2A-6.21 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-6.21
Section 10A-2A-6.21 Issuance of Stock
Status: reserved

(a) The powers granted in this section to the board of directors may be reserved to the stockholders by the certificate of incorporation.

(b) The board of directors may authorize stock to be issued for consideration consisting of a contribution. Stock may be issued in one or more transactions, in the numbers, at the time and for the consideration as set forth in a resolution of the board of directors.

(c) A resolution of the board of directors may delegate to a person or body, in addition to the board of directors, the authority to enter into one or more transactions to issue stock, and with respect to that transaction, shares of stock may be issued in the numbers, at the time and for the consideration as the person or body may determine; provided the resolution fixes (i) a maximum number of shares of stock that may be issued pursuant to the resolution, (ii) a time period during which the stock may be issued, and (iii) a minimum amount of consideration for which the stock may be issued. No resolution shall permit a person or body to issue stock to that person or body.

(d) Before the corporation issues stock pursuant to subsection (b) or subsection (c) , the board of directors or the person or body authorized pursuant to subsection (c) shall determine that the consideration received or to be received for stock to be issued is adequate. That determination by the board of directors or the person or body authorized pursuant to subsection (c) is conclusive insofar as the adequacy of consideration for the issuance of stock relates to whether the stock is validly issued, fully paid, and nonassessable.

(e) Any provision of a resolution contemplated by subsection (b) or subsection (c) may be made dependent on facts ascertainable outside the resolution, which facts shall be determined in accordance with Section 10A-2A-1.20(c).

(f) When the corporation receives the consideration for which the board of directors authorized the issuance of stock, the stock issued therefor is fully paid and nonassessable.

(g) The corporation may place in escrow stock issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the stock, and may credit distributions in respect of the stock against its purchase price, until the services are performed, the benefits are received, or the note is paid. If the services are not performed, the benefits are not received, or the note is not paid, the stock escrowed or restricted and the distributions credited may be cancelled in whole or part.
Ala. Code § 10A-2A-7.47 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.47
Section 10A-2A-7.47 Proceeds and Expenses
Status: in_force

(a) Except as otherwise provided in subsection (b):

(1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the corporation and not to the derivative plaintiff; and

(2) if the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the corporation.

(b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, from the recovery of the corporation.
Ala. Code § 10A-2-7.22 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-7.22
Section 10A-2-7.22 Proxies
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 shareholder may vote his or her shares in person or by proxy. An electronic transmission must contain or be accompanied by information from which one can reasonably determine that the shareholder authorized the transmission and that it is the shareholder who actually votes or corresponds on the transmission.

(b) A shareholder or his or her agent or attorney-in-fact may appoint a proxy to vote or otherwise act for him or her by signing an appointment form or by means of an electronic transmission. An electronic transmission must contain or be accompanied by information from which one can determine that the shareholder, the shareholder’s agent, or the shareholder’s attorney-in-fact authorized the transmission.

(c) An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a longer period is expressly provided in the appointment form.

(d) An appointment of a proxy is revocable by the shareholder unless the appointment form or electronic transmission conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:

(1) A pledgee;

(2) A person who purchased or agreed to purchase the shares;

(3) A creditor of the corporation who extended it credit under terms requiring the appointment;

(4) An employee of the corporation whose employment contract requires the appointment; or

(5) A party to a voting agreement created under Section 10A-2-7.31.

(e) The revocation of an appointment or the death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the revocation, death, or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his or her authority under the appointment.

(f) An appointment made irrevocable under subsection (d) is revoked when the interest with which it is coupled is extinguished.

(g) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he or she did not know of its existence when he or she acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares.

(h) Subject to Section 10A-2-7.24 and to any express limitation on the proxy’s authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy’s vote or other action as that of the shareholder making the appointment.

(i) Nothing in this section shall be construed as limiting, or extending, authority granted under a durable power of attorney as provided in Section 26-1-2.
Ala. Code § 10-2B-15.01 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-15.01
Section 10-2B-15.01 Authority to Transact Business Required
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-8.20 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.20
Section 10A-2-8.20 Meetings
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 board of directors may hold regular or special meetings in or out of this state.

(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Ala. Code § 10A-1-6.22 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-6.22
Section 10A-1-6.22 General Scope of Permissive Indemnification
Status: in_force

(a) Except as otherwise provided by subsection (d) and subject to subsection (b), an enterprise may indemnify a governing person, former governing person, or delegate against a judgment, penalty, settlement, or fine, including an excise or similar tax or an excise tax assessed against the person regarding an employee benefit plan, and against reasonable expenses actually incurred by the person in connection with a proceeding.

(b) Indemnification under this chapter of a person who is found liable to the enterprise or is found liable because the person improperly received a personal benefit:

(1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding; and

(2) may not be made in relation to a proceeding in which the person has been found liable for:

(A) willful or intentional misconduct in the performance of the person’s duty to the enterprise;

(B) breach of the person’s duty of loyalty owed to the enterprise; or

(C) an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the enterprise.

(c) A governing person, former governing person, or delegate is considered to have been found liable in relation to a claim, issue, or matter only if the liability is established by an order, including a judgment or decree of a court, and all appeals of the order are exhausted or foreclosed by law.

(d) Notwithstanding any other provision of this chapter, an enterprise may not indemnify or advance expenses to a person if the indemnification or advancement conflicts with a restriction in the enterprise’s governing documents.
Ala. Code § 10A-20-8.10 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-8.10
Section 10A-20-8.10 Effect of Article on Existing Liens or Mortgages
Status: in_force

Nothing in this article shall be construed to affect the validity of any existing lien or mortgage on the fraternal property or part thereof.
Ala. Code § 10A-3-2.03 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-2.03
Section 10A-3-2.03 Notice of Members’ Meetings
Status: in_force

Unless otherwise provided in the nonprofit corporation’s governing documents, notice stating the place, if any, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at the meeting. If the board of directors has authorized participation by means of remote communication pursuant to Section 10A-3A-2.02(d), (e), and (f), the notice to the members must describe the means of remote communication to be used.
Ala. Code § 10A-5A-7.03 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-7.03
Section 10A-5A-7.03 Right to Wind Up Activities and Affairs
Status: in_force

(a) The person or persons designated in the limited liability company agreement to wind up the activities and affairs of the dissolved limited liability company shall wind up the activities and affairs of the limited liability company in accordance with Section 10A-5A-7.02. If no person or persons are designated in the limited liability company agreement to wind up the activities and affairs of the dissolved limited liability company, then the remaining members of the dissolved limited liability company shall wind up the activities and affairs of the limited liability company in accordance with Section 10A-5A-7.02. If no person or persons are designated in the limited liability company agreement to wind up the activities and affairs of the dissolved limited liability company and there are no remaining members of the dissolved limited liability company, then all of the holders of the transferable interests of the limited liability company, or their designee, shall wind up the activities and affairs of the limited liability company in accordance with Section 10A-5A-7.02.

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

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

(2) on application of a transferee, if:

(A) the limited liability company does not have any members; and

(B) within a reasonable time following the dissolution, no person having the authority to wind up the activities and affairs of the limited liability company pursuant to subsection (a) is winding up the activities and affairs of the limited liability company; or

(3) in connection with a proceeding under Section 10A-5A-7.01(d).
Ala. Code § 10A-3A-9.09 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-9.09
Section 10A-3A-9.09 Effect of Amendment to Certificate of Incorporation
Status: in_force

(a) An amendment to the certificate of incorporation does not affect:

(1) a cause of action existing against or in favor of the nonprofit corporation;

(2) a proceeding to which the nonprofit corporation is a party; or

(3) the existing rights of persons other than (i) members of the nonprofit corporation, if any, or (ii) a person or group of persons, if any, specified in the certificate of incorporation as having approval rights under Section 10A-3A-9.30.

(b) An amendment changing a nonprofit corporation’s name does not affect a proceeding brought by or against the nonprofit corporation in its former name.
Ala. Code § 10A-1-1.04 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-1.04
Section 10A-1-1.04 Disinterested Person. (Amended by 2026-495)
Status: in_force

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

(a) For purposes of this title, a person is disinterested with respect to the approval of a contract, transaction, or other matter or to the consideration of the disposition of a claim or challenge relating to a contract, transaction, or particular conduct, if the person or the person’s associate:

(1) is not a party to the contract or transaction or materially involved in the conduct that is the subject of the claim or challenge; and

(2) does not have a material financial interest in the outcome of the contract or transaction or the disposition of the claim or challenge.

(b) For purposes of subsection (a), a person is not materially involved in the conduct that is the subject of a claim or challenge and does not have a material financial interest in the outcome of a contract or transaction or the disposition of a claim or challenge solely because:

(1) the person was nominated or elected as a governing person by a person who is:

(A) interested in the contract or transaction; or

(B) alleged to have engaged in the conduct that is the subject of the claim or challenge;

(2) the person receives normal fees or customary compensation, reimbursement for expenses, or benefits as a governing person of the entity;

(3) the person has a direct or indirect equity interest in the entity;

(4) the entity has, or its subsidiaries have, an interest in the contract or transaction or was affected by the alleged conduct;

(5) the person or an associate of the person receives ordinary and reasonable compensation for reviewing, making recommendations regarding, or deciding on the disposition of the claim or challenge; or

(6) in the case of a review by the person of the alleged conduct that is the subject of the claim or challenge:

(A) the person is named as a defendant in the derivative proceeding regarding the matter or as a person who engaged in the alleged conduct; or

(B) the person, acting as a governing person, approved, voted for, or acquiesced in the act being challenged if the act did not result in a material personal or financial benefit to the person and the challenging party fails to allege particular facts that, if true, raise a significant prospect that the governing person would be held liable to the entity or its owners or members as a result of the conduct.
Ala. Code § 10A-2A-8.42 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.42
Section 10A-2A-8.42 Standards of Conduct for Officers
Status: in_force

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

(a) An officer, when performing in his or her capacity as such, has the duty to act:

(1) in good faith;

(2) with the care that a person in a like position would reasonably exercise under similar circumstances; and

(3) in a manner the officer reasonably believes to be in the best interests of the corporation.

(b) The duty of an officer includes the obligation:

(1) to inform the superior officer to whom, or the board of directors or the board committee to which, the officer reports of information about the affairs of the corporation known to the officer, within the scope of the officer’s functions, and known to the officer to be material to that superior officer, board of directors or board committee; and

(2) to inform his or her superior officer, or another appropriate person within the corporation, or the board of directors, or a board committee, of any actual or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, employee, or agent of the corporation, that the officer believes has occurred or is likely to occur.

(c) In discharging an officer’s duties, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on:

(1) the performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated; or

(2) information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented or by legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters (i) within the particular person’s professional or expert competence or (ii) as to which the particular person merits confidence.

(d) An officer shall not be liable to the corporation or its stockholders for any decision to take or not to take action, or any failure to take any action, as an officer, if the duties of the office are performed in compliance with this section. Whether an officer who does not comply with this section shall have liability will depend in each instance on applicable law, including those principles of Section 10A-2A-8.31 that have relevance.
Ala. Code § 10-9A-194 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-194
Section 10-9A-194 Recording of Certificate of Merger; Effect When Secretary of State Files Certificate; Copy of Certified Certificate Conclusive Evidence of Matters
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-8A-7.03 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-7.03
Section 10A-8A-7.03 Liability of Person Dissociated as a Partner to Other Persons
Status: in_force

(a) A person’s dissociation as a partner does not of itself discharge that person’s liability for a partnership obligation incurred before dissociation. A person dissociated as a partner is not liable for a partnership obligation incurred after dissociation, except as provided in subsection (b).

(b) A person that dissociates as a partner without resulting in a dissolution and winding up of the partnership business or not for profit activity is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership or other surviving entity under Article 9 of this chapter or Article 8 of Chapter 1, within one year after the partner’s dissociation, only if the partner is liable for the obligation under Section 10A-8A-3.06 and at the time of entering into the transaction the other party:

(1) reasonably believed that the person dissociated as a partner was then a partner and reasonably relied on such belief in entering into the transaction;

(2) did not have notice of the person’s dissociation; and

(3) is not deemed to have had knowledge or notice under Section 10A-8A-1.03 of the person’s dissociation.

(c) By agreement with the partnership creditor and the partners continuing the business or not for profit activity, a person dissociated as a partner may be released from liability for a partnership obligation.

(d) A person dissociated as a partner is released from liability for a partnership obligation if a partnership creditor, with notice of the person’s dissociation but without the person’s consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
Ala. Code § 10A-3-7.15 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-7.15
Section 10A-3-7.15 Liquidation - Entry of Order of Involuntary Dissolution
Status: in_force

In proceedings to liquidate the assets and affairs of a nonprofit corporation, when the costs and expenses of the proceedings and all debts, obligations, and liabilities of the nonprofit corporation shall have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of this chapter, or in case its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, and obligations, and all the property and assets have been applied so far as they will go to their payment, the court shall enter an order dissolving the nonprofit corporation, whereupon the existence of the nonprofit corporation shall cease.
Ala. Code § 10-2B-14.31 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-14.31
Section 10-2B-14.31 Procedure for Judicial Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-41 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-41
Section 10-4-41 Powers of Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-116 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-116
Section 10-9C-116 Resignation of Agent for Service of Process
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-7.12 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-7.12
Section 10A-1-7.12 Grounds for Revocation
Status: in_force

The Secretary of State may commence a proceeding under Section 10A-1-7.13 to revoke the registration of a foreign entity authorized to transact business in this state if:

(1) the foreign entity does not pay within 180 days after they are due any applicable privilege or corporation share tax, qualification fee or admission tax, or interest or penalties imposed by this title or other law;

(2) the foreign entity is without a registered agent or registered office in this state for 60 days or more;

(3) the foreign entity does not file a statement of change of registered agent or registered office with the Secretary of State under Section 10A-1-5.32 within 60 days of the change or its registered agent does not file a change of name or change of address of the registered office with the Secretary of State under Section 10A-1-5.33 within 60 days of the change;

(4) an organizer, governing person, or agent of the foreign entity signed a document he or she knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing; or

(5) the Secretary of State receives a duly authenticated certificate from the Secretary of State or other official having custody of entity records in the state or country under whose laws the foreign entity is formed or is governed stating that the foreign entity has been terminated.
Ala. Code § 10A-9-1.11 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-1.11
Section 10A-9-1.11 Required Information
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-5A-1.06 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-1.06
Section 10A-5A-1.06 Rules of Construction
Status: in_force

(a) It is the policy of this chapter and this state to give maximum effect to the principles of freedom of contract and to the enforceability of limited liability company agreements.

(b) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

(c) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.

(d) The use of any gender shall be applicable to all genders. The captions contained in this chapter are for purposes of convenience only and shall not control or affect the construction of this chapter.

(e) Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto, do not apply to any interest in a limited liability company, including all rights, powers, and interests arising under a limited liability company agreement or this chapter. This provision prevails over Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto, and is expressly intended to permit the enforcement of the provisions of a limited liability company agreement that would otherwise be ineffective under Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto.

(f) Division E of Article 3 of Chapter 1 of this title shall have no application to this chapter.

(g) The terms president, vice president, secretary, and treasurer, as defined in Chapter 1, shall have no application to this chapter.

(h) Section 10A-1-2.13(c) shall have no application to this chapter.

(i) 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.

(j) The provisions of this chapter shall apply whether a limited liability company has one member or more than one member.
Ala. Code § 10A-3A-12.05 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-12.05
Section 10A-3A-12.05 Statement of Merger
Status: in_force

(a) After a plan of merger has been adopted and approved as required by this article, then a statement of merger shall be signed by each party to the merger. The statement of merger must set forth:

(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 date the merger is effective under the governing statute of the surviving organization;

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

(A) if it will be a nonprofit corporation, the nonprofit corporation’s certificate of incorporation; or

(B) if it will be an organization other than a nonprofit corporation, any organizational document that creates the organization that is required to be in a public writing or in the case of a limited liability partnership, its statement of limited liability partnership;

(5) if the surviving organization exists before the merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are in a public writing;

(6) a statement as to each constituent organization that the merger was approved as required by the organization’s governing statute;

(7) if the surviving organization is a foreign organization not authorized to conduct activities and affairs in this state, the street and mailing address of an office for the purposes of Section 10A-3A-12.06(b);

(8) any additional information required by the governing statute of any constituent organization;

(9) if the plan of merger required approval by the members of a membership nonprofit corporation that is a constituent organization, a statement that the plan was duly approved by the members and, if voting by any separate voting group was required, by each separate voting group, in the manner required by this chapter, the certificate of incorporation or bylaws;

(10) if the plan of merger required approval by a person or group of persons as specified in the certificate of incorporation pursuant to Section 10A-3A-12.08, a statement that the plan was duly approved by that person or group of persons;

(11) if the plan of merger did not require approval by the members of a membership nonprofit corporation that is a constituent organization, a statement to that effect; and

(12) a statement that the plan of merger will be furnished by the surviving organization, on request and without cost, to any member or owner of any constituent organization which is a party to the merger.

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

(c) The statement of merger shall be delivered to the Secretary of State for filing and, subject to subsection (d), the merger shall take effect at the effective date and time determined in accordance with Article 4 of Chapter 1.

(d) With respect to a merger in which one or more foreign organizations is a constituent organization or a foreign organization created by the merger is the surviving organization, the merger itself shall become effective at the later of:

(1) when all documents required to be filed in foreign jurisdictions to effect the merger have become effective, or

(2) when the statement of merger takes effect.

(e) A statement of merger filed under this section may be combined with any filing required under the governing statute governing any domestic organization involved in the transaction if the combined filing satisfies the requirements of this section, the other governing statute, and Article 4 of Chapter 1.

(f) A certified copy of the statement of merger required to be filed under this section may be filed in the real estate records in the office of the judge of probate in any county in which any constituent organization owned real property, without payment and without collection by the judge of probate of any deed or other transfer tax or fee. The judge of probate, however, shall be entitled to collect the filing fee of five dollars ($5). Any filing shall evidence chain of title, but lack of filing shall not affect the surviving organization’s title to real property.

(g) A statement of conversion is a filing instrument under Chapter 1.

(h) The filing fees for a statement of conversion shall be as set forth in Chapter 1.
Ala. Code § 10-2B-8.62 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.62
Section 10-2B-8.62 Directors’ Action
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-10-1.01 — Alabama Code / Title 10A / Chapter 10 / Section 10A-10-1.01
Section 10A-10-1.01 Short Title
Status: in_force

This chapter and the provisions of Chapter 1 to the extent applicable to real estate investment trusts may be cited as the “Alabama Real Estate Investment Trust Law.”
Ala. Code § 10-2B-16.03 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-16.03
Section 10-2B-16.03 Scope of Inspection Right
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-137 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-137
Section 10-4-137 Corporation to Be State Development Company
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-17-2.12 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.12
Section 10A-17-2.12
Status: in_force

A claim for relief against a decentralized unincorporated nonprofit association shall not abate merely because of a change in its members or persons authorized to administer the affairs of the nonprofit association.
Ala. Code § 10-2B-6.28 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-6.28
Section 10-2B-6.28 Expense of Issue
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3-2.21 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-2.21
Section 10A-3-2.21 Officers
Status: in_force

(a) The officers of a nonprofit corporation shall consist of a president, one or more vice presidents, a secretary, a treasurer, and other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time, in the manner and for the terms as may be prescribed in the nonprofit corporation’s governing documents. In the absence of any provision, all officers shall be elected or appointed annually by the board of directors. Each officer shall hold office for the term to which he or she is elected or appointed and until his or her successor shall have been elected or appointed. If the bylaws so provide, any two or more offices may be held by the same person.

(b) The governing documents of the nonprofit corporation may provide that any one or more officers of the corporation shall be ex officio members of the board of directors.

(c) The officers of a corporation may be designated by additional titles as may be provided in the governing documents of the nonprofit corporation.

(d) The officers and employees of the nonprofit corporation shall not be liable for obligations of the corporation.
Ala. Code § 10-8A-1006 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-1006
Section 10-8A-1006 Registration of Foreign Registered Limited Liability Partnerships
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-7.05 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-7.05
Section 10A-2-7.05 Notice of Meeting
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, or, in the case of a special meeting called pursuant to Section 10A-2-7.02(a)(3), the persons calling the meeting, shall notify shareholders in writing of the date, time, and place of each annual and special shareholders’ meeting no fewer than 10 nor more than 60 days before the meeting date. Unless this chapter or the articles of incorporation require otherwise, the corporation, or other persons calling the meeting, are required to give notice only to shareholders entitled to vote at the meeting. Notwithstanding the provisions of this section or any other provisions of this chapter, the stock or bonded indebtedness of a corporation shall not be increased at a meeting unless notice of the meeting shall have been given as may be required by Section 234 of the Constitution of Alabama of 1901, as the same may be amended from time to time.

(b) Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not include a statement of the purpose or purposes for which the meeting is called.

(c) Notice of a special meeting must include a statement of the purpose or purposes for which the meeting is called.

(d) If not otherwise fixed under Section 10A-2-7.03 or 10A-2-7.07, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders’ meeting is the day before the first notice is delivered to shareholders.

(e) Unless the bylaws require otherwise, if an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under Section 10A-2-7.07, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date.
Ala. Code § 10-9A-61 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-61
Section 10-9A-61 Events of Withdrawal
Status: reserved

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

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

The articles of incorporation or bylaws may prescribe qualifications for directors. A director shall be a natural person of the age of at least nineteen (19) years but need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
Ala. Code § 10A-20-16.04 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-16.04
Section 10A-20-16.04 Application
Status: in_force

Nothing in this article shall be construed to affect any civil action brought by any qualified entity against any officer of such qualified entity or to create any liability that did not exist prior to the article’s passage or to diminish any immunity from suit or liability now enjoyed by a qualified entity or any officer thereof. The provisions of this article shall not apply to any claim, cause of action, action, or suit brought against an officer for any personal injury to or death of another person or property damage arising out of an accident inflicted by that officer while acting within the line and scope of the officer’s duties.
Ala. Code § 10-3A-26 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-26
Section 10-3A-26 Members
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-8.54 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.54
Section 10A-2-8.54 Court-Ordered Indemnification
Status: reserved

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

A director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding, or may file an action therefor in another court of competent jurisdiction if the court has jurisdiction over the corporation and the corporation is a party to the proceeding. On receipt of the application or the filing of the action, the court after giving any notice it considers necessary may order indemnification if it determines:

(1) The director is entitled to mandatory indemnification under Section 10A-2-8.52, in which case the court shall also order the corporation to pay the director’s reasonable expenses incurred to obtain court-ordered indemnification; or

(2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he or she met the standard of conduct set forth in Section 10A-2-8.51 or was adjudged liable as described in Section 10A-2-8.51(d), but if he or she was adjudged so liable the indemnification is limited to reasonable expenses incurred.
Ala. Code § 10-3B-12 — Alabama Code / Title 10 / Chapter 3B / Section 10-3B-12
Section 10-3B-12 Claim Not Abated by Change of Members or Offices
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-22 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-22
Section 10-3A-22 Corporate Name
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-135 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-135
Section 10-4-135 Membership - Withdrawal
Status: reserved

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

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-3.06 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.06
Section 10A-1-3.06 Filings in Case of Merger or Conversion
Status: in_force

Unless provided otherwise in a chapter of this title governing an entity, the formation and existence of a domestic entity that is a converted entity in a conversion or that is to be created pursuant to a plan of merger takes effect and commences on the effectiveness of the conversion or merger, as appropriate.
Ala. Code § 10A-3A-14.01 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-14.01
Section 10A-3A-14.01 Application to Existing Nonprofit Corporations
Status: reserved

(a) Before January 1, 2025, this chapter governs only:

(1) a nonprofit corporation incorporated on or after January 1, 2024; and

(2) a nonprofit corporation incorporated before January 1, 2024, which elects, by amending or restating that nonprofit corporation’s certificate of incorporation, to be governed by this chapter.

(b) On and after January 1, 2025, this chapter governs all existing nonprofit corporations incorporated under:

(1) any general or special law of this state providing for the incorporation of nonprofit corporations for a purpose or purposes for which a nonprofit corporation might be incorporated under this chapter, where the power has been reserved to amend, repeal, or modify the law under which the nonprofit corporation was incorporated; and

(2) any predecessor statute hereto.

(c) For purposes of applying this chapter to a nonprofit corporation incorporated before January 1, 2024:

(1) the nonprofit corporation is not required to amend its certificate of incorporation to comply with Section 10A-3A-2.02(a)(5); but once amended or restated, the certificate of incorporation must comply with Section 10A-3A-2.02(a)(5);

(2) if on December 31, 2023, the certificate of incorporation or bylaws of a nonprofit corporation in existence on that date provides members with the right to cumulate their votes for the election of directors, that right to cumulate their votes shall continue unless the certificate of incorporation or bylaws of the nonprofit corporation are amended to deny that right. Notwithstanding the foregoing, no such members may cumulate their votes for the election of directors by utilizing an action by written consent.

(3) the nonprofit corporation’s incorporation document, whether a certificate of incorporation, certificate of formation, charter, or articles of incorporation is deemed to be the nonprofit corporation’s certificate of incorporation;

(4) the nonprofit corporation’s bylaws are deemed to be the nonprofit corporation’s bylaws;

(5) any amendment or restatement of a nonprofit corporation’s certificate of incorporation or bylaws on or after January 1, 2024, shall conform with this chapter; and

(d) No nonprofit corporation may be incorporated after December 31, 2023, pursuant to Sections 10A-3-1.01 to 10A-3-8.02, inclusive.
Ala. Code § 10A-9A-2.02 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-2.02
Section 10A-9A-2.02 Amendment or Restatement of Certificate of Formation
Status: in_force

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

(a) A certificate of formation may be amended at any time.

(b) A certificate of formation may be restated with or without amendment at any time.

(c) To amend its certificate of formation, a limited partnership must deliver a certificate of amendment for filing to the Secretary of State which certificate of amendment shall state:

(1) the name of the limited partnership;

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

(3) the changes the amendment makes to the certificate of formation as most recently amended or restated.

(d) Prior to a statement of dissolution being delivered to the Secretary of State for filing, a limited partnership shall promptly deliver a certificate of amendment for filing with the Secretary of State to reflect:

(1) the admission of a new general partner; or

(2) the dissociation of a person as a general partner.

(e) Prior to a statement of dissolution being delivered to the Secretary of State for filing, if a general partner knows that any information in a filed certificate of formation was inaccurate when the certificate of formation was filed or has become inaccurate due to changed circumstances and if the information is required to be set forth in a newly filed certificate of formation under this chapter, the general partner shall promptly:

(1) cause the certificate of formation to be amended; or

(2) if appropriate, deliver for filing with the Secretary of State a certificate of correction in accordance with Chapter 1.

(f) A certificate of formation may be amended at any time pursuant to this section for any other proper purpose as determined by the limited partnership. A certificate of formation may also be amended in a statement of merger pursuant to Article 8 of Chapter 1 or Article 10 of this chapter.

(g) In order to restate its certificate of formation, a limited partnership must deliver a restated certificate of formation for filing with the Secretary of State. A restated certificate of formation must:

(1) be designated as such in the heading;

(2) state the name of the limited partnership;

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

(4) set forth any amendment or change effected in connection with the restatement of the certificate of formation. Any such restatement that effects an amendment shall be subject to any other provision of this chapter not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect the amendment or change;

(5) set forth the text of the restated certificate of formation; and

(6) state that the restated certificate of formation consolidates all amendments into a single document.

(h) The original certificate of formation, as theretofore amended, shall be superseded by the restated certificate of formation and thenceforth, the restated certificate of formation, including any further amendment or changes made thereby, shall be the certificate of formation of the limited partnership, but the original effective date of formation shall remain unchanged.

(i) An amended or restated certificate of formation may contain only the provisions that would be permitted at the time of the amendment if the amended or restated certificate of formation were a newly filed original certificate of formation.

(j)(1) An amendment to a certificate of formation takes effect when the filing of the certificate of amendment takes effect as provided by Article 4 of Chapter 1.

(2) An amendment to a certificate of formation does not affect:

(i) an existing cause of action in favor of or against the limited partnership for which the certificate of amendment is sought;

(ii) a pending suit to which the limited partnership is a party; or

(iii) an existing right of a person other than an existing partner.

(3) If the name of a limited partnership is changed by amendment, an action brought by or against the limited partnership in the former name of that limited partnership does not abate because of the name change.

(k)(1) A restated certificate of formation takes effect when the filing of the restated certificate of formation takes effect as provided by Article 4 of Chapter 1.

(2) On the date and time the restated certificate of formation takes effect, the original certificate of formation and each prior amendment or restatement of the certificate of formation is superseded and the restated certificate of formation is the effective certificate of formation.

(3) Subsections (j)(2) and (j)(3) apply to an amendment effected by a restated certificate of formation.

(l) A restated certificate of formation may omit any information that is not required to be in the certificate of formation under this chapter, including the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State. Any omission other than the initial registered agent, shall be an amendment to the certificate of formation, which amendment must be approved in accordance with the partnership agreement, and if the partnership agreement does not state the approval required for an amendment of the certificate of formation, then the amendment must be approved by all of the partners.
Ala. Code § 10A-5A-7.08 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-7.08
Section 10A-5A-7.08 Certificate of Reinstatement
Status: in_force

(a) In order to reinstate a limited liability company under this article, a certificate of reinstatement shall be delivered for filing to the Secretary of State which certificate of reinstatement shall have attached thereto a true and complete copy of the limited liability company’s certificate of formation. The certificate of reinstatement shall state:

(1) the name of the limited liability company before reinstatement;

(2) the name of the limited liability company following reinstatement, which limited liability company name shall comply with Section 10A-5A-7.09;

(3) the date of formation of the limited liability company;

(4) the date of dissolution of the limited liability company, if known;

(5) a statement that all applicable conditions of Section 10A-5A-7.07 have been satisfied;

(6) the address of the registered office and the name of the registered agent at that address in compliance with Article 5 of Chapter 1; and

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

(b) A limited liability company shall not be required to file a statement of dissolution in order to file a certificate of reinstatement.

(c) A certificate of reinstatement shall be deemed to be a filing instrument under Chapter 1.
Ala. Code § 10A-9A-4.04 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-4.04
Section 10A-9A-4.04 General Partner’s Liability
Status: in_force

(a) Except as otherwise provided in subsections (b) and (c), all general partners are liable jointly and severally for all debts, obligations, and liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law.

(b) A person that becomes a general partner of an existing limited partnership is not personally liable for any debt, obligation, or liability of a limited partnership incurred before the person became a general partner.

(c) A debt, obligation, or liability of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the debt, obligation, or liability of the limited partnership. A general partner of a limited liability limited partnership is not personally liable, directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for such a debt, obligation, or liability solely by reason of being or acting, or omitting to act, as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under Section 10A-9A-4.06(b)(2).
Ala. Code § 10A-3A-6.41 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-6.41
Section 10A-3A-6.41 Compensation and Benefits
Status: in_force

A nonprofit corporation may pay reasonable compensation, reasonable payments made in the ordinary course of the nonprofit corporation’s activities and affairs, or reimburse reasonable expenses to its members, directors, or officers for services rendered and may confer reasonable benefits upon its members or nonmembers in conformity with its purposes.
Ala. Code § 10A-8-6.01 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-6.01
Section 10A-8-6.01 Events Causing Partner’s Dissociation
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-9A-6.02 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-6.02
Section 10A-9A-6.02 Effect of Dissociation as Limited Partner
Status: in_force

(a) Upon a person’s dissociation as a limited partner:

(1) subject to Section 10A-9A-7.04, the person does not have further rights as a limited partner;

(2) the person’s implied contractual covenant of good faith and fair dealing as a limited partner under Section 10A-9A-3.05(b) continues only as to matters arising and events occurring before the dissociation; and

(3) subject to Section 10A-9A-7.04, and Article 10 of this chapter and Article 8 of Chapter 1, any transferable interest owned by the person in the person’s capacity as a limited partner immediately before dissociation is owned by the person immediately after dissociation as a mere transferee.

(b) A person’s dissociation as a limited partner does not of itself discharge the person from any duty, debt, obligation, or liability to the limited partnership or the other partners that the person incurred while a limited partner.
Ala. Code § 10A-30-2.07 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-2.07
Section 10A-30-2.07 Agreements Restricting Discretion of Directors; Applicable to Corporations Formed as Close Corporations or Electing Close Corporation Status Prior to January 1, 1995
Status: in_force

A written agreement among the shareholders of a close corporation holding a majority of the outstanding shares entitled to vote, whether solely among themselves or with a party not a shareholder, is not invalid, as between the parties to the agreement, on the ground that it so relates to the conduct of the business and affairs of the corporation as to restrict or interfere with the discretion or powers of the board of directors. The effect of any such agreement shall be to relieve the directors and impose upon the shareholders who are parties to the agreement the liability for managerial acts or omissions which is imposed on directors to the extent and so long as the discretion or powers of the board in its management of corporate affairs is controlled by such agreement.
Ala. Code § 10-3A-178 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-178
Section 10-3A-178 Service of Process on Foreign Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-8.63 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.63
Section 10-2B-8.63 Shareholders’ Action
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-7.04 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.04
Section 10A-2A-7.04 Action Without Meeting
Status: in_force

(a) Unless otherwise provided in the certificate of incorporation, any action required or permitted by this chapter to be taken at any meeting of the stockholders may be taken without a meeting, and without prior notice, if one or more consents in writing setting forth the action so taken are signed by the holders of outstanding stock having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares of stock entitled to vote on the action were present and voted; provided, however, that if a corporation’s certificate of incorporation authorizes stockholders to cumulate their votes when electing directors pursuant to Section 10A-2A-7.28, directors may not be elected by less than unanimous written consent. The action must be evidenced by one or more written consents describing the action taken, signed by the stockholders approving the action and delivered to the corporation for filing by the corporation with the minutes or corporate records.

(b) If not otherwise fixed under Section 10A-2A-7.07 and if prior action by the board of directors is not required respecting the action to be taken without a meeting, the record date for determining the stockholders entitled to take action without a meeting shall be the first date on which a written consent signed by a stockholder is delivered to the corporation. If not otherwise fixed under Section 10A-2A-7.07 and if prior action by the board of directors is required respecting the action to be taken without a meeting, the record date shall be the close of business on the day the resolution of the board of directors taking the prior action is adopted. No written consent of the stockholders shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest date on which a consent is delivered to the corporation as required by this section, written consents signed by sufficient stockholders to take the action have been delivered to the corporation. Any person signing a consent may provide, whether through instruction to an agent or otherwise, that the consent will be effective at a future time, including a time determined upon the happening of an event, occurring not later than 60 days after the instruction is given or such provision is made, if evidence of the instruction or provision is provided to the corporation. If a person signs a consent when that person is not a stockholder, then that person’s consent shall not be valid unless that person is a stockholder as of the record date for determining stockholders entitled to consent to the action. Unless a person’s written consent states that it is irrevocable, that written consent may be revoked by that person by a writing to that effect delivered to the corporation before unrevoked written consents sufficient in number to take the corporate action have been delivered to the corporation.

(c) A consent signed pursuant to this section has the effect of a vote taken at a meeting and may be described as such in any document. Unless the certificate of incorporation, bylaws or a resolution of the board of directors provides for a reasonable delay to permit tabulation of written consents, the action taken by written consent shall be effective when written consents signed by sufficient stockholders to take the action have been delivered to the corporation.

(d) If this chapter requires that notice of a proposed action be given to nonvoting stockholders and the action is to be taken by written consent of the voting stockholders, the corporation shall give its nonvoting stockholders written notice of the action not more than 10 days after (i) written consents sufficient to take the action have been delivered to the corporation, or (ii) any later date that tabulation of consents is completed pursuant to an authorization under subsection (c). The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this chapter, would have been required to be sent to nonvoting stockholders in a notice of a meeting at which the proposed action would have been submitted to the stockholders for action.

(e) If action is taken by less than unanimous written consent of the voting stockholders, the corporation shall give its nonconsenting voting stockholders written notice of the action not more than 10 days after (i) written consents sufficient to take the action have been delivered to the corporation, or (ii) any later date that tabulation of consents is completed pursuant to an authorization under subsection (c). The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this chapter, would have been required to be sent to voting stockholders in a notice of a meeting at which the action would have been submitted to the stockholders for action.

(f) The notice requirements in subsections (d) and (e) shall not delay the effectiveness of actions taken by written consent, and a failure to comply with those notice requirements shall not invalidate actions taken by written consent, provided that this subsection shall not be deemed to limit judicial power to fashion any appropriate remedy in favor of a stockholder adversely affected by a failure to give the notice within the required time period.
Ala. Code § 10A-2-6.01 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-6.01
Section 10A-2-6.01 Authorized Shares
Status: reserved

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

(a) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class, and, prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by Section 10A-2-6.02.

(b) The articles of incorporation must authorize (1) one or more classes of shares that together have unlimited voting rights, and (2) one or more classes of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.

(c) The articles of incorporation may authorize one or more classes of shares that:

(1) Have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this chapter or other law;

(2) Are redeemable or convertible as specified in the articles of incorporation: (i) at the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event; (ii) for cash, indebtedness, securities, or other property; (iii) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;

(3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative;

(4) Have preference over any other class of shares with respect to distributions whether upon the dissolution of the corporation or otherwise.

(d) The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) is not exhaustive.
Ala. Code § 10-10-16 — Alabama Code / Title 10 / Chapter 10 / Section 10-10-16
Section 10-10-16 Distribution of Assets on Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-13.28 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-13.28
Section 10A-2-13.28 Procedure If Shareholder Dissatisfied with Offer to Payment
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 dissenter may notify the corporation in writing of his or her own estimate of the fair value of his or her shares and amount of interest due, and demand payment of his or her estimate, or reject the corporation’s offer under Section 10A-2-13.25 and demand payment of the fair value of his or her shares and interest due, if:

(1) The dissenter believes that the amount offered under Section 10A-2-13.25 is less than the fair value of his or her shares or that the interest due is incorrectly calculated;

(2) The corporation fails to make an offer under Section 10A-2-13.25 within 60 days after the date set for demanding payment; or

(3) The corporation, having failed to take the proposed action, does not release the transfer restrictions imposed on shares within 60 days after the date set for demanding payment.

(b) A dissenter waives his or her right to demand payment under this section unless he or she notifies the corporation of his or her demand in writing under subsection (a) within 30 days after the corporation offered payment for his or her shares.
Ala. Code § 10-2A-301 — Alabama Code / Title 10 / Chapter 2A / Section 10-2A-301
Section 10-2A-301 “Close Corporation” Defined; Contents of Articles of Incorporation; Number of Shareholders
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-2.05 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-2.05
Section 10A-8A-2.05 When Property Is Partnership Property
Status: in_force

(a) Property is partnership property if acquired in the name of:

(1) the partnership; or

(2) one or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.

(b) Property is acquired in the name of the partnership by a transfer to:

(1) the partnership in its name; or

(2) one or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.

(c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership.

(d) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
Ala. Code § 10A-9-1.08 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-1.08
Section 10A-9-1.08 Name
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-4-139 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-139
Section 10-4-139 Rights to Shares, Bonds, Securities or Other Evidences of Corporate Indebtedness
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-4.07 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-4.07
Section 10A-8A-4.07 Distribution in Kind
Status: in_force

A partner does not have a right to demand and receive a distribution from a partnership in any form other than money. Except as otherwise provided in Section 10A-8A-8.07, a partnership may distribute an asset in kind if each partner receives a percentage of the asset in proportion to the partner’s share of distributions.
Ala. Code § 10A-2A-1.52 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-1.52
Section 10A-2A-1.52 Judicial Proceedings Regarding Validity of Corporate Actions
Status: in_force

(a) Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any stockholder, beneficial stockholder or unrestricted voting trust beneficial owner of the corporation, including any stockholder, beneficial stockholder or unrestricted voting trust beneficial owner as of the date of the defective corporate action ratified under Section 10A-2A-1.47, or any other person claiming to be substantially and adversely affected by a ratification under Section 10A-2A-1.47, 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:

(1) determine the validity and effectiveness of any corporate action or defective corporate action;

(2) determine the validity and effectiveness of any ratification under Section 10A-2A-1.47;

(3) determine the validity of any putative stock; and

(4) modify or waive any of the procedures specified in Section 10A-2A-1.47 or Section 10A-2A-1.48 to ratify a defective corporate action.

(b) In connection with an action under this section, the court may make such findings or orders, and take into account any factors or considerations, regarding such matters as it deems proper under the circumstances.

(c) Service of process of the application under subsection (a) on the corporation may be made in any manner provided by statute of this state or by rule of the applicable court for service on the corporation, and no other party need be joined in order for the court to adjudicate the matter. In an action filed by the corporation, the court may require notice of the action be provided to other persons specified by the court and permit such other persons to intervene in the action.

(d) Notwithstanding any other provision of this section or otherwise under applicable law, any action asserting that the ratification of any defective corporate action and any putative stock issued as a result of a defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within 120 days of the validation effective time.
Ala. Code § 10A-30-1.12 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-1.12
Section 10A-30-1.12 Professional Services to Be Rendered Only through Licensed Officers or Employees; Applicable to Professional Associations Formed Prior to January 1, 1984
Status: in_force

A professional association may render professional services only through officers, employees, and agents who are themselves duly licensed or otherwise legally authorized to render professional service within this state. The term “employee,” as used in this section, does not include clerks, bookkeepers, technicians, nurses, or other individuals who are not usually or ordinarily considered by custom and practice to be rendering professional services for which a license or other legal authorization is required in connection with the profession practiced by a particular professional association, nor does the term “employee” include any other person who performs all his or her employment under the direct supervision and control of an officer, agent, or employee who is himself or herself rendering professional service to the public on behalf of the professional association; provided, that no person shall under the guise of employment practice a profession unless duly licensed to practice that profession under the laws of this state.
Ala. Code § 10A-2A-8.02 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.02
Section 10A-2A-8.02 Qualifications of Directors
Status: in_force

(a) The certificate of incorporation or bylaws may prescribe qualifications for directors or for nominees for directors. Qualifications must be reasonable as applied to the corporation and be lawful.

(b) A requirement that is based on a past, prospective, or current action, or expression of opinion, by a nominee for director or a director that could limit the ability of a nominee for director or a director to discharge his or her duties as a director is not a permissible qualification under this section. Notwithstanding the foregoing, qualifications may include not being or having been subject to specified criminal, civil, or regulatory sanctions or not having been removed as a director by judicial action or for cause.

(c) A director shall be a natural person of the age of at least 19 years but need not be a resident of this state or a stockholder unless the certificate of incorporation or bylaws so prescribe.

(d) A qualification for nomination for director prescribed before a person’s nomination shall apply to that person at the time of nomination. A qualification for nomination for director prescribed after a person’s nomination shall not apply to that person with respect to that person’s nomination.

(e) A qualification for director prescribed before a director has been elected or appointed may apply only at the time an individual becomes a director or may apply during a director’s term. A qualification prescribed after a director has been elected or appointed shall not apply to that director before the end of that director’s term.
Ala. Code § 10A-20-7.17 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-7.17
Section 10A-20-7.17 Deposit of Funds in Designated Depository
Status: in_force

The corporation shall not deposit any of its funds in any banking institution unless the institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated. The corporation shall not receive money on deposit.
Ala. Code § 10A-2A-10.01 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-10.01
Section 10A-2A-10.01 Authority to Amend
Status: in_force

(a) A corporation may amend its certificate of incorporation at any time to add or change a provision that is required or permitted in the certificate of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the certificate of incorporation. Whether a provision is required or permitted in the certificate of incorporation is determined as of the effective date of the amendment.

(b) A stockholder of the corporation does not have a vested property right resulting from any provision in the certificate of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
Ala. Code § 10A-3-7.07 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-7.07
Section 10A-3-7.07 Involuntary Dissolution - Grounds
Status: in_force

A nonprofit corporation may be dissolved involuntarily by an order of the circuit court of the county in which the principal office of the nonprofit corporation in this state is located, and if none is located in this state, the circuit court for the county in which the most recent registered office of the nonprofit corporation is located in an action filed by the Attorney General when it is established that:

(1) The nonprofit corporation procured its certificate of formation through fraud;

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

(3) The nonprofit corporation has failed for 90 days to appoint and maintain a registered agent in Alabama; or

(4) The nonprofit corporation has failed for 90 days after change of its registered agent to file in the office of the Secretary of State a statement of the change.
Ala. Code § 10A-3-5.05 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-5.05
Section 10A-3-5.05 Effect of Merger or Consolidation
Status: in_force

(a) The merger or consolidation shall be effected upon the effective date and time of the articles of merger or consolidation pursuant to Section 10A-1-4.11.

(b) When the merger or consolidation has been effected:

(1) The nonprofit corporations, parties to the plan of merger or consolidation, shall become a single nonprofit corporation, which, in the case of a merger, shall be that nonprofit corporation designated in the plan of merger as the surviving nonprofit corporation, and, in the case of a consolidation, shall be the new nonprofit corporation provided for in the plan of consolidation.

(2) The separate existence of all nonprofit corporations parties to the plan of merger or consolidation, except the surviving or new nonprofit corporation, shall cease.

(3) The surviving or new nonprofit corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a nonprofit corporation organized under this title.

(4) The surviving or new nonprofit corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises of a public as well as of a private nature, of each of the merging or consolidating nonprofit corporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest, of or belonging to or due to each of the nonprofit corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in the single nonprofit corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any nonprofit corporations shall not revert or be in any way impaired by reason of the merger or consolidation.

(5) The surviving or new nonprofit corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the nonprofit corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of the nonprofit corporations may be prosecuted as if the merger or consolidation had not taken place, or the surviving or new nonprofit corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any nonprofit corporation shall be impaired by the merger or consolidation.

(6) In the case of a merger, the certificate of formation of the surviving nonprofit corporation shall be deemed to be amended to the extent, if any, that changes in its certificate of formation are stated in the plan of merger; and, in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the certificate of formation of nonprofit corporations organized under this title shall be deemed to be the certificate of formation of the new nonprofit corporation.
Ala. Code § 10-4-24 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-24
Section 10-4-24 Borrowing of Money and Securing Same by Mortgage or Deed of Trust
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-15.41 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-15.41
Section 10A-2-15.41 Authority of Foreign Corporation to Act as Fiduciary
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) Any foreign corporation may act in this state as trustee, personal representative, executor, administrator of any kind, guardian, conservator, or in any other like or similar fiduciary capacity, whether the appointment is by law, will, deed, inter vivos trust, mortgage, deed of trust, court order or otherwise, without the necessity of complying with any law of this state relating to the qualification of foreign corporations to do business in this state or the licensing of foreign corporations to do business in this state and notwithstanding any prohibition, limitation, or restriction contained in any law of this state subject to the following conditions:

(1) The foreign corporation is authorized to act in a fiduciary capacity, or capacities, in the state in which it is incorporated or, if the foreign corporation is a national banking association or other corporation organized under the laws of the United States, in the state in which it has its principal place of business.

(2) Any bank or other corporation organized under the laws of this state or a national banking association or other corporation organized under the laws of the United States having its principal place of business in this state which is authorized to act in a fiduciary capacity in this state is authorized to act in a like fiduciary capacity in the other state without the necessity of complying with any law of the other state relating to the qualification of a foreign corporation to do business in the other state.

(b) Nothing contained in this division shall be construed to prohibit or make unlawful any activity in this state by a bank or other corporation which is not incorporated under the laws of this state, or, if a national bank or other corporation organized under the laws of the United States, which does not have its principal place of business in this state which would be lawful in the absence of this division.
Ala. Code § 10A-3A-6.20 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-6.20
Section 10A-3A-6.20 Resignation
Status: in_force

(a) A member of a membership nonprofit corporation may resign at any time.

(b) The resignation of a member does not relieve the member from any obligations incurred or commitments made prior to resignation.
Ala. Code § 10-9C-603 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-603
Section 10-9C-603 Dissociation as General Partner
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-5-10 — Alabama Code / Title 10 / Chapter 5 / Section 10-5-10
Section 10-5-10 Conveyance of Franchises, Rights, Roadbed and Property to Another Railroad Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-6.28 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-6.28
Section 10A-2A-6.28 Expense of Issue
Status: in_force

A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.
Ala. Code § 10A-3A-7.10 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-7.10
Section 10A-3A-7.10 Action by Ballot
Status: in_force

(a) Except as otherwise provided in the certificate of incorporation or bylaws, any action that may be taken at any meeting of members may be taken without a meeting if the membership nonprofit corporation delivers notice that includes a ballot to every member entitled to vote on the matter.

(b) A ballot must:

(1) be in writing;

(2) set forth each proposed action;

(3) provide an opportunity to vote for, or withhold a vote for, each candidate for election as a director, if any; and

(4) provide an opportunity to vote for or against each other proposed action.

(c) Approval by ballot pursuant to this section of action other than election of directors is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

(d) All solicitations for votes by ballot must:

(1) indicate the number of responses needed to meet the quorum requirements;

(2) state the percentage of approvals necessary to approve each matter other than election of directors; and

(3) specify the time by which a ballot must be received by the membership nonprofit corporation in order to be counted.

(e) Except as otherwise provided in the certificate of incorporation or bylaws, a ballot may not be revoked.
Ala. Code § 10A-17-1.08 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-1.08
Section 10A-17-1.08 Capacity to Assert and Defend; Standing
Status: in_force

(a) A nonprofit association, in its name, may institute, defend, intervene, or participate in a judicial, administrative, or other governmental proceeding or in an arbitration, mediation, or any other form of alternative dispute resolution.

(b) A nonprofit association may assert a claim in its name on behalf of its members if one or more members of the nonprofit association have standing to assert a claim in their own right, the interests the nonprofit association seeks to protect are germane to its purposes, and neither the claim asserted nor the relief requested requires the participation of a member.
Ala. Code § 10-9C-1001 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1001
Section 10-9C-1001 Direct Action by Partner
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-13.23 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-13.23
Section 10-2B-13.23 Duty to Demand Payment
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-115 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-115
Section 10-4-115 Applicability of Insurance Laws
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-10.02 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-10.02
Section 10A-9A-10.02 Conversion
Status: in_force

(a) An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to an organization other than a limited partnership pursuant to this section, Sections 10A-9A-10.03 through 10A-9A-10.05, and a plan of conversion, if:

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

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

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

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

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

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

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

(4) the organizational documents of the converted organization.

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

(d) At the time of the approval of the plan of conversion in accordance with Section 10A-9A-10.03, the plan of conversion is not required to contain or have attached thereto any disclosure letter, disclosure schedules, or similar documents or instruments contemplated by the plan of conversion that modify, supplement, qualify, or make exceptions to representations, warranties, covenants, or conditions contained in the plan of conversion.
Ala. Code § 10-9C-1107 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1107
Section 10-9C-1107 Action on Plan of Merger by Constituent Limited Partnership
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-6.21 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-6.21
Section 10-2B-6.21 Issuance of Shares
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-16.02 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-16.02
Section 10A-2-16.02 Inspection of Records by Shareholders
Status: reserved

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

(a) A shareholder of a domestic corporation or of a foreign corporation with its principal office within this state is entitled to inspect and copy, during regular business hours at the corporation’s principal office, or if its principal office is outside this state, at a reasonable location within this state, specified by the corporation, any of the records of the corporation described in Section 10A-2-16.01(e) if he or she gives the corporation written notice of his or her demand at least five business days before the date on which he or she wishes to inspect and copy.

(b) A shareholder of a domestic corporation or of a foreign corporation with its principal office within this state who shall have been a holder of record of shares for 180 days immediately preceding his or her demand or who is the holder of record of at least five percent of the outstanding shares is entitled to inspect and copy during regular business hours at a reasonable location within this state specified by the corporation, or in the case of accounting records of the corporation, if the records are maintained outside the state and inspection and copying within this state is impracticable, at a reasonable location outside the state specified by the corporation, for any proper purpose, all of its books, papers, records of account, minutes and record of shareholders, if the shareholder gives the corporation written notice of his or her demand, stating the purpose therefor, at least five business days before the date on which he or she wishes to inspect and copy. Provided, however, if a corporation is engaged in the business of banking, its books and records of account and minutes relating to the private financial affairs of borrowers and depositors who are neither officers, directors, or employees of the corporation nor related to or engaged in business with an officer, director, or employee shall not be subject to examination by the shareholder or by his or her agent or attorney in the absence of an order of a court of competent jurisdiction, after inspection of the books and records of account and minutes in camera, that the examination is necessary; and the order shall be subject to review in the Supreme Court of Alabama on writ of mandamus. Provided, further, that if a corporation is engaged in the business of banking, its books and records of account and minutes shall be deemed not to include any reports of examination by state or federal supervisory agencies nor any actions taken nor reports made by the corporation to bank supervisory authorities pursuant thereto.

(c) Any officer or agent who, or a corporation which, without reasonable cause, shall refuse to allow any shareholder, or his or her agent or attorney so to examine and make copies of and extracts from its books, papers, records of account, minutes and record of shareholders, for any proper purpose, shall be liable to the shareholder for a penalty of an amount not to exceed 10 percent of the value of the shares owned by the shareholder, in addition to any other damages or remedy afforded him or her by law. It shall be a defense to an action brought to collect the penalty specified in this section that the person suing therefor within the two years next preceding the demand has sold or offered for sale any list of shareholders of the corporation, or any other corporation or knowingly has aided or abetted any person in procuring any list of shareholders, or improperly has used any information secured through any prior examination of the books, papers, records of account, minutes or record of shareholders, or was not acting in good faith or for a proper purpose in making this demand.

(d) The right of inspection granted by this section may not be abolished or limited by a corporation’s articles of incorporation or bylaws.

(e) This section does not affect:

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

(2) The power of a court, independently of this chapter, to compel the production of corporate records for examination.

(f) For purposes of this section, “shareholder” includes a beneficial owner whose shares are held in a voting trust or by a nominee on his or her behalf.
Ala. Code § 10-2B-7.31 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-7.31
Section 10-2B-7.31 Voting Agreements
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-21 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-21
Section 10-4-21 Powers of Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-3.02 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-3.02
Section 10A-9A-3.02 No Right or Power as Limited Partner to Bind Limited Partnership
Status: in_force

A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.
Ala. Code § 10A-17-2.20 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.20
Section 10A-17-2.20
Status: in_force

(a) Except as otherwise provided in the governing principles, a decentralized unincorporated nonprofit association shall have the approval of a majority of the membership interests participating in a vote to do any of the following:

(1) Suspend, dismiss, or expel a member.

(2) Select or dismiss an administrator.

(3) Adopt, amend, or repeal the governing principles.

(4) Sell, lease, exchange, or otherwise dispose of the property of the decentralized unincorporated nonprofit association.

(5) Dissolve the decentralized unincorporated nonprofit association under Section 10A-17-2.14.

(6) Undertake any other act outside of the ordinary course of the decentralized unincorporated nonprofit association’s activities.

(7) Determine the policy and purpose of the decentralized unincorporated nonprofit association.

(b) In order to perform any act or exercise any right that the governing principles require to be approved by the membership, a decentralized unincorporated nonprofit association must have the approval of the membership to act in accordance with its governing principles.

(c) Unless otherwise provided for in the governing principles, membership interest in a decentralized unincorporated nonprofit association shall be calculated in proportion to a member’s voting rights within the nonprofit association.
Ala. Code § 10A-2A-8.21 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.21
Section 10A-2A-8.21 Action Without Meeting
Status: in_force

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

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

(c) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.
Ala. Code § 10-5-1 — Alabama Code / Title 10 / Chapter 5 / Section 10-5-1
Section 10-5-1 Power of Eminent Domain in Internal Improvement or Public Utility Corporations
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-11.02 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-11.02
Section 10A-9-11.02 Conversion
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-9A-1.07 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-1.07
Section 10A-9A-1.07 Supplemental Principles of Law; Rate of Interest
Status: in_force

(a) It is the policy of this chapter and this state to give maximum effect to the principles of freedom of contract and to the enforceability of partnership agreements.

(b) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

(c) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is the applicable federal rate as determined from time to time by the United States Treasury pursuant to 26 U.S.C. § 1274(d) or any successor law.

(d) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.

(e) The use of any gender shall be applicable to all genders. The captions contained in this chapter are for purposes of convenience only and shall not control or affect the construction of this chapter.

(f) Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto, do not apply to any interest in a limited partnership, including all rights, powers, and interests arising under a partnership agreement or this chapter. This provision prevails over Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto, and is expressly intended to permit the enforcement of the provisions of a partnership agreement that would otherwise be ineffective under Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto.

(g) Division E of Article 3 of Chapter 1 shall have no application to this chapter.

(h) The terms president, vice president, secretary, and treasurer, as defined in Chapter 1, shall have no application to this chapter.

(i) Section 10A-1-2.13(c) shall have no application to this chapter.

(j) 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-8-4.01 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-4.01
Section 10A-8-4.01 Partner’s Rights and Duties
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10A-2-11.01 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-11.01
Section 10A-2-11.01 Merger
Status: reserved

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

(a) Subject to the limitations of the Constitution of Alabama of 1901 as the same may be amended from time to time, one or more corporations may merge into another corporation if the board of directors of each corporation adopts and its shareholders, if required by Section 10A-2-11.03, approve a plan of merger.

(b) The plan of merger must set forth:

(1) The name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge;

(2) The terms and conditions of the merger; and

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

(c) The plan of merger may set forth:

(1) Amendments to the articles of incorporation of the surviving corporation; and

(2) Other provisions relating to the merger.
Ala. Code § 10-2B-16.01 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-16.01
Section 10-2B-16.01 Corporate Records
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-16-1.01 — Alabama Code / Title 10A / Chapter 16 / Section 10A-16-1.01
Section 10A-16-1.01 Definition of “Business Trust.”
Status: in_force

A business trust is an express trust created by a written declaration of trust whereby property is conveyed to one or more trustees, who hold and manage the same for the benefit and profit of such persons as may be or become the holders of transferable certificates evidencing the beneficial interest in the trust estate.
Ala. Code § 10A-1-9.11 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-9.11
Section 10A-1-9.11 Event Requiring Winding Up of Domestic Entity
Status: in_force

The dissolution of a domestic entity shall be as specified in the chapter of this title applicable to the entity.
Ala. Code § 10A-5A-1.01 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-1.01
Section 10A-5A-1.01 Short Title
Status: in_force

This chapter and Chapter 1, to the extent applicable to limited liability companies, shall be known and may be cited as the Alabama Limited Liability Company Law.
Ala. Code § 10A-2-8.30 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.30
Section 10A-2-8.30 General Standards for Directors
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 director shall discharge his or her duties as a director, including duties as a member of a committee:

(1) In good faith;

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

(3) In a manner the director believes to be in the best interests of the corporation.

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

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

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

(3) A committee of the board of directors of which he or she is not a member if the director reasonably believes the committee merits confidence.

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

(d) A director is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of his or her office in compliance with this section.

(e) The above standards are subject to any provision of the articles of incorporation that may be adopted pursuant to Section 10A-2-2.02(b)(3).
Ala. Code § 10A-3A-7.27 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-7.27
Section 10A-3A-7.27 Voting for Directors
Status: in_force

(a) Except as otherwise provided in the certificate of incorporation or bylaws, directors of a membership nonprofit corporation are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present.

(b) Members do not have a right to cumulate their votes for directors.
Ala. Code § 10A-5A-2.02 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-2.02
Section 10A-5A-2.02 Amendment or Restatement of Certificate of Formation
Status: in_force

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

(a) A certificate of formation may be amended at any time.

(b) A certificate of formation may be restated with or without amendment at any time.

(c) To amend its certificate of formation, a limited liability company must deliver a certificate of amendment for filing to the Secretary of State which certificate of amendment shall state:

(1) the name of the limited liability company;

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

(3) the changes the amendment makes to the certificate of formation as most recently amended or restated.

(d) To restate its certificate of formation, a limited liability company must deliver a restated certificate of formation for filing to the Secretary of State. A restated certificate of formation must:

(1) be designated as such in the heading;

(2) state the limited liability company’s name;

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

(4) set forth any amendment or change effected in connection with the restatement of the certificate of formation.

Any restatement that effects an amendment shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect the amendment or change.

(e) The original certificate of formation, as theretofore amended, shall be superseded by the restated certificate of formation and thenceforth, the restated certificate of formation, including any further amendment or changes made thereby, shall be the certificate of formation of the limited liability company, but the original effective date of formation shall remain unchanged.

(f) An amended or restated certificate of formation may contain only provisions that would be permitted at the time of the amendment if the amended or restated certificate of formation were a newly filed original certificate of formation.

(g) A restated certificate of formation may omit any information that is not required to be in the certificate of formation under this chapter, including the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State. Any omission other than the initial registered agent shall be an amendment to the certificate of formation, which amendment must be approved in accordance with the limited liability company agreement, and if the limited liability company agreement does not state the approval required for an amendment of the certificate of formation, then the amendment must be approved by all of the members.
Ala. Code § 10A-8A-1.14 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-1.14
Section 10A-8A-1.14 Ratification or Waiver of Certain Actions and Transactions
Status: in_force

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

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

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

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

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

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

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

(e) The provisions of this section shall not be construed to limit the accomplishment of a ratification or waiver of a void or voidable act or transaction by other means permitted by law.
Ala. Code § 10-9C-1112 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1112
Section 10-9C-1112 Power of General Partners and Persons Dissociated as General Partners to Bind Organization After Conversion or Merger
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-10.11 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-10.11
Section 10A-9A-10.11 Liability of General Partner After Conversion or Merger
Status: in_force

(a) A conversion or merger under this article does not discharge any liability under Sections 10A-9A-4.04 and 10A-9A-6.07 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but:

(1) the provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability;

(2) for the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent limited partnership; and

(3) if a person is required to pay any amount under this subsection:

(A) the person has a right of contribution from each other person that was liable as a general partner under Section 10A-9A-4.04 when the obligation was incurred and has not been released from the obligation under Section 10A-9A-6.07; and

(B) the contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.

(b) In addition to any other liability provided by law:

(1) a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership that was not a limited liability limited partnership is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective, if, at the time the third party enters into the transaction, the third party:

(A) does not have notice of the conversion or merger; and

(B) reasonably believes that:

(i) the converted or surviving business is the converting or constituent limited partnership;

(ii) the converting or constituent limited partnership is not a limited liability limited partnership; and

(iii) the person is a general partner in the converting or constituent limited partnership; and

(2) a person that was dissociated as a general partner from a converting or constituent limited partnership before the conversion or merger became effective is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective, if:

(A) immediately before the conversion or merger became effective the converting or surviving limited partnership was not a limited liability limited partnership; and

(B) at the time the third party enters into the transaction the third party:

(i) does not have notice of the dissociation;

(ii) does not have notice of the conversion or merger; and

(iii) reasonably believes that the converted or surviving organization is the converting or constituent limited partnership, the converting or constituent limited partnership is not a limited liability limited partnership, and the person is a general partner in the converting or constituent limited partnership.
Ala. Code § 10-3A-63 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-63
Section 10-3A-63 Effect of Filing Articles of Incorporation and Issuance of Certificate of Incorporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-5A-11.09 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-11.09
Section 10A-5A-11.09 Event Requiring Dissolution
Status: in_force

A series is dissolved and its activities and affairs shall be wound up upon the first to occur of the following:

(a) the dissolution of the limited liability company under Section 10A-5A-7.01;

(b) an event or circumstance that the limited liability company agreement states causes dissolution of the series;

(c) the consent of all of the members associated with the series;

(d) the passage of 90 days after the occurrence of the dissociation of the last remaining member associated with the series; or

(e) on application by a member associated with the series, an order dissolving the series on the grounds that it is not reasonably practicable to carry on the series’ activities and affairs in conformity with the limited liability company agreement which order is entered by the designated court, and if none, by the circuit court for the county in which the limited liability company’s principal office within this state is located, and if the limited liability company does not have a principal office within this state then by the circuit court for the county in which the limited liability company’s most recent registered office is located.
Ala. Code § 10A-2A-7.29 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.29
Section 10A-2A-7.29 Inspectors of Election
Status: in_force

(a) The corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The 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 stockholders, the person presiding at the meeting shall 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.

(b) The inspectors shall:

(1) Ascertain the number of shares of stock outstanding and the voting power of each;

(2) Determine the shares of stock represented at a meeting and the validity of proxies and ballots;

(3) Count all votes and ballots;

(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 shares represented at the meeting, and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

(c) The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. 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 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, upon application by a stockholder shall determine otherwise.

(d) In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with Section 10A-2A-7.22, or any information provided pursuant to Section 10A-2A-7.09(b), ballots and the regular books and records of the corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees, or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification pursuant to subsection (b)(5) of this section shall specify the precise information considered by them including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained, and the basis for the inspectors’ belief that the information is accurate and reliable.

(e) Unless otherwise provided in the certificate of incorporation or bylaws, this section shall not apply to a corporation that does not have a class of voting stock that is:

(1) Listed on a national securities exchange;

(2) Authorized for quotation on an interdealer quotation system of a registered national securities association; or

(3) Held of record by more than 2,000 stockholders.
Ala. Code § 10-2A-302 — Alabama Code / Title 10 / Chapter 2A / Section 10-2A-302
Section 10-2A-302 Formation of a Close Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-10.12 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-10.12
Section 10A-9A-10.12 Power of General Partners and Persons Dissociated as General Partners to Bind Organization After Conversion or Merger
Status: in_force

(a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:

(1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under Section 10A-9A-4.02; and

(2) at the time the third party enters into the transaction, the third party:

(A) does not have notice of the conversion or merger; and

(B) reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.

(b) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:

(1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under Section 10A-9A-4.02 if the person had been a general partner; and

(2) at the time the third party enters into the transaction, the third party:

(A) does not have notice of the dissociation;

(B) does not have notice of the conversion or merger; and

(C) reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.

(c) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or (b), the person is liable:

(1) to the converted or surviving organization for any damage caused to the organization arising from the obligation; and

(2) if another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.
Ala. Code § 10A-17-2.02 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.02
Section 10A-17-2.02
Status: in_force

For the purposes of this article, the following terms have the following meanings:

(1) ADMINISTRATOR. A person authorized by the members of a decentralized unincorporated nonprofit association to fulfill administrative or operational tasks at the direction of the membership.

(2) DECENTRALIZED UNINCORPORATED NONPROFIT ASSOCIATION or NONPROFIT ASSOCIATION. An unincorporated nonprofit association that meets the following requirements:

a. Consists of at least 100 members joined by mutual consent in digital activity under an agreement, which may be in writing or inferred from conduct, for a common nonprofit purpose, including, but not limited to, administering the affairs of a distributed ledger technology or network of smart contracts.

b. Has elected to be formed under this article.

c. Is not formed under any other law governing the nonprofit association’s organization or operation.

(3) DIGITAL ASSET. A representation of economic, proprietary, or access rights that is stored in a computer readable format and is either a digital consumer asset, digital security, or virtual currency.

(4) DISTRIBUTED LEDGER TECHNOLOGY. A distributed ledger protocol and supporting infrastructure, including blockchain, which uses a distributed, shared, and replicated ledger, whether public or private, permissioned or permissionless, and which may include the use of digital assets as a medium of electronic exchange.

(5) ESTABLISHED PRACTICES. The practices used by a decentralized unincorporated nonprofit association without material change during the most recent five years of the nonprofit association’s existence, or if the nonprofit association has existed for less than five years, during the nonprofit association’s entire existence.

(6) GOVERNING PRINCIPLES. All agreements and any amendment or restatement of those agreements, including any decentralized unincorporated nonprofit association agreements, consensus formation algorithms, smart contracts, or enacted governance proposals, which govern the purpose or operation of a decentralized unincorporated nonprofit association and the rights and obligations of the nonprofit association’s members and administrators, whether contained in a record, implied from the nonprofit association’s established practices, or both.

(7) MEMBER. A person who, under the governing principles of a decentralized unincorporated nonprofit association, may participate in the selection of the decentralized unincorporated nonprofit association’s administrators or the development of the policies and activities of the decentralized unincorporated nonprofit association.

(8) MEMBERSHIP INTEREST. A member’s voting rights in a decentralized unincorporated nonprofit association determined by the decentralized unincorporated nonprofit association’s governing principles, including as ascertained from decentralized ledger technology on which the decentralized unincorporated nonprofit association relies to determine a member’s voting rights.

(9) NONPROFIT PURPOSE. Any purpose for which a nonprofit corporation could be organized under Article 1, and where no part of income or profit is distributable to its members or administrators.

(10) PERSON. An individual, corporation, business trust, estate, trust, partnership, association, agency, joint venture, government, governmental subdivision or instrumentality, or any other legal commercial entity.

(11) RECORD. Information that is inscribed on a tangible medium or stored in an electronic or other medium that is retrievable in perceivable form.

(12) SMART CONTRACT. An automated transaction, as defined in any substantially similar analogue or code, script, or programming language relying on distributed ledger technology, including blockchain, which may include facilitating and instructing transfers of an asset, administrating membership interest votes with respect to a decentralized unincorporated nonprofit association, or issuing executable instructions for these actions based on the occurrence or nonoccurrence of specified conditions.

(13) STATE. A state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States.
Ala. Code § 10A-3-7.16 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-7.16
Section 10A-3-7.16 Filing of Order of Dissolution
Status: in_force

In case the court shall enter an order dissolving a nonprofit corporation, it shall be the duty of the court to cause a certified copy of the order to be delivered to the Secretary of State for filing. No fee shall be charged by the Secretary of State for the filing thereof.
Ala. Code § 10A-1-1.02 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-1.02
Section 10A-1-1.02 Applicability of Chapter
Status: in_force

(a) All provisions of this chapter shall apply to all entities formed pursuant to or governed by Chapters 2A to 11, inclusive, and Chapters 17 and 18, except as set forth in this chapter and except as set forth in subsections (c), (d), and (e).

(b) The provisions of this chapter shall apply to entities formed pursuant to or governed by Chapter 16, Chapter 20, and Chapter 30 only as provided therein or expressly provided in this chapter.

(c) If a provision of this chapter conflicts with a provision in another chapter of this title, the provision of the other chapter, to the extent of the conflict, supersedes the provision of this chapter.

(d) Provisions in another chapter may provide that the provisions of this chapter do not apply by specifically providing which provisions in this chapter do not apply.

(e) Provisions in another chapter may provide that the governing documents of an entity governed by that other chapter may supersede the provisions of this chapter by specifically providing which provisions in this chapter may be superseded by those governing documents.
Ala. Code § 10A-1-3.18 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.18
Section 10A-1-3.18 Effect of Filing of Restated Certificate of Formation
Status: in_force

(a) A restated certificate of formation takes effect when the filing of the restated certificate of formation takes effect as provided by Article 4.

(b) On the date the restated certificate of formation takes effect, the original certificate of formation and each prior amendment or restatement of the certificate of formation is superseded and the restated certificate of formation is the effective certificate of formation.

(c) Section 10A-1-3.14(b) and (c) apply to an amendment effected by a restated certificate of formation.
Ala. Code § 10A-2A-7.48 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.48
Section 10A-2A-7.48 Applicability to Foreign Corporations
Status: in_force

In any derivative action in the right of a foreign corporation, the right of a person to commence or maintain a derivative action in the right of a foreign corporation, and any matters raised in the action covered by Sections 10A-2A-7.42 through 10A-2A-7.47, shall be governed by the law of the jurisdiction under which the foreign corporation was formed; except that any matters raised in the action covered by Sections 10A-2A-7.45, 10A-2A-7.46, and 10A-2A-7.47 shall be governed by the law of this state.
Ala. Code § 10-3B-6 — Alabama Code / Title 10 / Chapter 3B / Section 10-3B-6
Section 10-3B-6 Statement of Authority as to Real Property
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-3 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-3
Section 10-9A-3 Maintenance of Office and Agent Required; Report to the Secretary of State
Status: reserved

Repealed by Act 97-921, 1997 §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-4-1 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-1
Section 10-4-1 Authority to Incorporate
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-1.12 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-1.12
Section 10A-1-1.12 Entities Not Formed by Filing Instrument
Status: in_force

For entities other than general partnerships, if the formation of an entity does not occur when a certificate of formation or similar instrument filed with the filing officer, or with a foreign governmental authority takes effect, the law governing the entity’s formation and internal affairs is the law of the entity’s jurisdiction of formation.
Ala. Code § 10A-2-14.40 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-14.40
Section 10A-2-14.40 Deposit with State Treasurer
Status: reserved

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

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the State Treasurer for safekeeping. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the State Treasurer shall pay him or her or his or her representative that amount. The assets shall be held for the owner by the State Treasurer for three years and any assets which remain unclaimed by the owner after three years shall be presumed abandoned and subject to the provisions of the Uniform Disposition of Unclaimed Property Act.
Ala. Code § 10A-2A-7.05 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.05
Section 10A-2A-7.05 Notice of Meeting
Status: in_force

(a) A corporation shall notify stockholders of the place, if any, date, and time of each annual and special stockholders’ meeting no fewer than 10 nor more than 60 days before the meeting date. If the board of directors has authorized participation by means of remote communication pursuant to Section 10A-2A-7.09 for holders of any class or series of stock, the notice to the holders of that class or series of stock must describe the means of remote communication to be used. The notice must include the record date for determining the stockholders entitled to vote at the meeting, if that date is different from the record date for determining stockholders entitled to notice of the meeting. Unless this chapter or the certificate of incorporation requires otherwise, the corporation is required to give notice only to stockholders entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting.

(b) Unless this chapter or the certificate of incorporation requires otherwise, the notice of an annual meeting of stockholders need not include a description of the purpose or purposes for which the meeting is called.

(c) Notice of a special meeting of stockholders must include a description of the purpose or purposes for which the meeting is called.

(d) If not otherwise fixed under Section 10A-2A-7.03 or Section 10A-2A-7.07, the record date for determining stockholders entitled to notice of and to vote at an annual or special stockholders’ meeting is the earlier of (i) the date of the action by the board of directors calling the meeting of the stockholders or (ii) the day before the first notice is delivered to stockholders.

(e) Unless the certificate of incorporation or bylaws require otherwise, if an annual or special stockholders’ meeting is adjourned to a different place, if any, date, or time (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication pursuant to Section 10A-2A-7.09) , notice need not be given of the new place, if any, date, or time if the new place, if any, date, or time is (i) announced at the meeting before adjournment or (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication . If a new record date for the adjourned meeting is or must be fixed under Section 10A-2A-7.07, however, notice of the adjourned meeting shall be given under this section to stockholders entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting.
Ala. Code § 10A-9-3.04 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-3.04
Section 10A-9-3.04 Right of Limited Partner and Former Limited Partner to Information
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-2-7.24 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-7.24
Section 10A-2-7.24 Corporation’s Acceptance of Votes
Status: reserved

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

(a) If the name signed on, or otherwise submitted by means of an electronic transmission with respect to, a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder.

(b) If the name signed on, or otherwise submitted by means of an electronic transmission with respect to, a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:

(1) The shareholder is an entity and the name signed or otherwise submitted by means of an electronic transmission purports to be that of an officer or agent of the entity;

(2) The name signed or otherwise submitted by means of an electronic transmission purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;

(3) The name signed or otherwise submitted by means of an electronic transmission purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of his or her status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;

(4) The name signed or otherwise submitted by means of an electronic transmission purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or

(5) Two or more persons are the shareholder as cotenants or fiduciaries and the name signed or otherwise submitted by means of an electronic transmission purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners.

(c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or otherwise submitted with respect thereto by means of an electronic transmission or about the signatory’s authority to sign for, or otherwise submit by means of an electronic transmission on behalf of, the shareholder.

(d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section or subsection (b) of Section 10A-2-7.22 are not liable in damages to the shareholder for the consequences of the acceptance or rejection.

(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
Ala. Code § 10A-4-5.07 — Alabama Code / Title 10A / Chapter 4 / Section 10A-4-5.07
Section 10A-4-5.07 Chapter Does Not Restrict Regulation by Licensing Authority
Status: in_force

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

(b) Nothing in this chapter shall limit the authority of a licensing authority to impose requirements in addition to those stated in this article on any professional corporation, domestic or foreign, within the jurisdiction of the licensing authority.
Ala. Code § 10A-3A-9.00 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-9.00
Section 10A-3A-9.00 Applicability of Division B of Article 3 of Chapter 1
Status: in_force

Division B of Article 3 of Chapter 1 shall not apply to this chapter.
Ala. Code § 10A-20-8.07 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-8.07
Section 10A-20-8.07 Declaratory Actions - Averments of Plaintiff
Status: in_force

The plaintiff in an action may aver as a separate aspect or equity that the parent organization has made or sanctioned material changes in the laws, rules, social creed, or jurisdictional system with respect to social standards, practices, or policies which changes are opposed to the views, beliefs, or way of life of the majority group and which changes are substantially and materially different from the status of the laws, rules, social creed, or jurisdictional system of the parent organization with respect to its social standards, practices, or policies existing at the time the local organization became affiliated or merged with the parent organization, and may further aver that changes, insofar as they negate or depart from the basic intent and understanding of the majority group, are constructively fraudulent, collusive, or arbitrary, as those terms are defined or referred to in the law. Upon proof of the averments, the plaintiff shall be entitled to the relief provided by this article.
Ala. Code § 10A-2-7.34 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-7.34
Section 10A-2-7.34 Infant Not Entitled to Disaffirm as Against Corporation Without Notice of Infancy
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 holder of stock or other securities of a corporation, having voted or given consent in respect thereto, having transferred or conveyed the stock or securities or having made an election or exercised a right relating to the stock or security, shall have no right thereafter to disaffirm or avoid, as against the corporation, any act on his or her part unless, prior to the receipt, vote or consent, the making of the election or the exercise of the right, the corporation had written notice of the infancy by delivery to it or to its transfer agent of a written notice stating that the holder was an infant.
Ala. Code § 10A-3A-9.10 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-9.10
Section 10A-3A-9.10 Effect of Restatement of Certificate of Incorporation
Status: in_force

(a) A restated certificate of incorporation takes effect when the filing of the restated certificate of incorporation takes effect as provided by Article 4 of Chapter 1.

(b) On the date and time the restated certificate of incorporation takes effect, the original certificate of incorporation and each prior amendment or restatement of the certificate of incorporation is superseded and the restated certificate of incorporation is the effective certificate of incorporation.

(c) Section 10A-3A-9.09 applies to an amendment effected by a restated certificate of incorporation.
Ala. Code § 10A-9-2.08 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-2.08
Section 10A-9-2.08 Liability for False Information in Filed Record
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-4-5.05 — Alabama Code / Title 10A / Chapter 4 / Section 10A-4-5.05
Section 10A-4-5.05 Interrogatories by Licensing Authority
Status: in_force

(a) Each licensing authority of this state may propound to any professional corporation, domestic or foreign, organized to practice a profession within the jurisdiction of the licensing authority, and to any officer or director thereof, the interrogatories as may be reasonably necessary and proper to enable the licensing authority to ascertain whether the professional corporation has complied with all the provisions of this chapter applicable to the professional corporation. The interrogatories shall be answered within 30 days after the mailing thereof, or within the additional time as shall be fixed by the licensing authority, and the answers thereto shall be full and complete and shall be made in writing and under oath. If the interrogatories be directed to an individual they shall be answered by him or her, and if directed to a professional corporation they shall be answered by the president, vice president, secretary, or assistant secretary thereof. The licensing authority shall certify to the Attorney General, for such action as the Attorney General may deem appropriate, all interrogatories and answers thereto which disclosed a violation of any of the provisions of this chapter.

(b) Interrogatories propounded by a licensing authority and the answers thereto 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 interrogatories or the answers thereto are required for evidence in any criminal proceedings or in any other action by this state.
Ala. Code § 10A-3-3.04 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-3.04
Section 10A-3-3.04 Organizational Meeting of Directors - First Meeting of Members
Status: in_force

(a) After the filing of the certificate of formation, an organizational meeting of the board of directors named in the certificate of formation shall be held, either within or without Alabama, at the call of a majority of the directors for the purpose of adopting bylaws, electing officers and transacting other business as may come before the meeting. The directors calling the meeting shall give at least three days’ notice thereof by mail to each director so named, which notice shall state the time and place of the meeting.

(b) A first meeting of the members may be held at the call of the directors, or a majority of them, upon at least three days’ notice, for the purposes as shall be stated in the notice of the meeting.
Ala. Code § 10A-1-7.05 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-7.05
Section 10A-1-7.05 Effect of Registration
Status: in_force

(a) The application for registration of a foreign entity and the statement of foreign limited liability partnership takes effect in accordance with Article 4 of this chapter. The registration of a foreign entity remains in effect until the registration terminates, is withdrawn, or is revoked.

(b) Except in a proceeding to revoke the registration of a foreign entity or as otherwise provided by the law of Alabama, the Secretary of State’s issuance of an acknowledgment that the foreign entity has filed an application for registration or a statement of foreign limited liability partnership, as applicable, is conclusive evidence of the authority of the foreign entity to transact business in this state under the foreign entity’s name or under another name stated in the application for registration in accordance with Section 10A-1-7.04(b)(1) or stated in the statement of foreign limited liability partnership in accordance with Section 10A-1-7.04(c)(1), as applicable.
Ala. Code § 10-2B-14.07 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-14.07
Section 10-2B-14.07 Unknown Claims Against Dissolved Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-11.04 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-11.04
Section 10A-9-11.04 Filings Required for Conversion; Effective Date
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-3A-27 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-27
Section 10-3A-27 Bylaws
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-207 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-207
Section 10-9C-207 Correcting Filed Record
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-9.30 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-9.30
Section 10A-3A-9.30 Approval by Specified Person or Group of Persons
Status: in_force

(a) The certificate of incorporation of a membership nonprofit corporation may require that an amendment to the certificate of incorporation, including amendments under Section 10A-3A-9.03(g), be approved in writing by a specified person or group of persons in addition to the board of directors and members. The certificate of incorporation of a nonmembership nonprofit corporation may require that an amendment to the certificate of incorporation be approved in writing by a specified person or group of persons in addition to the board of directors.

(b) The certificate of incorporation or bylaws of a membership nonprofit corporation may require that an amendment to the bylaws be approved in writing by a specified person or group of persons in addition to the board of directors and members. The certificate of incorporation or bylaws of a nonmembership nonprofit corporation may require that an amendment to the bylaws be approved in writing by a specified person or group of persons in addition to the board of directors.

(c) A requirement in the certificate of incorporation or bylaws described in subsection (a) or (b) may only be amended with the approval in writing of the specified person or group of persons.
Ala. Code § 10A-20-2.09 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-2.09
Section 10A-20-2.09 Burial Societies - Chair and Members of Board
Status: in_force

When a graveyard is wholly under the control of persons belonging to one denomination or faith, the elder, deacon, minister, bishop, or priest who is the head of the denomination in the city, town, village, or county shall be ex officio the chair of the board of trustees. When a graveyard is under the control of persons of different denominations, the heads of the denominations interested shall be members of the board.
Ala. Code § 10A-3A-7.21 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-7.21
Section 10A-3A-7.21 Voting Entitlement of Members
Status: in_force

The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied as provided in the membership nonprofit corporation’s certificate of incorporation or bylaws. Unless so limited, enlarged, or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.
Ala. Code § 10A-16-1.04 — Alabama Code / Title 10A / Chapter 16 / Section 10A-16-1.04
Section 10A-16-1.04 Certificate of Ownership; Liability of Beneficial Owners
Status: in_force

The beneficial ownership in a business trust may be evidenced by certificates issued by the trustees. These beneficial interests, whether certificated or uncertificated, shall be transferable in the same manner as stock of a corporation is transferable. No assessment shall be made against the interest of any beneficial owner, and no beneficial owner shall be personally liable for any debts or liabilities incurred by the trustees or by the business trust.
Ala. Code § 10A-1-7.03 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-7.03
Section 10A-1-7.03 Permissive Registration
Status: in_force

A foreign entity that is eligible under other law of this state to register to transact business in this state, but that is not registered under that law, may register under this chapter unless that registering is prohibited by the other law. A registration under this chapter confers only the authority provided by this chapter.
Ala. Code § 10A-8-3.04 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-3.04
Section 10A-8-3.04 Statement of Denial
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 § 10-4-393 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-393
Section 10-4-393 Directors and Officers
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-6.02 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-6.02
Section 10A-1-6.02 Application of Article
Status: in_force

This article does not apply to: general partnerships, limited liability partnerships, limited liability companies, limited partnerships, limited liability limited partnerships, nonprofit corporations, professional corporations, and business corporations.
Ala. Code § 10-12-59 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-59
Section 10-12-59 Fees, Charges, and Penalties to Be Collected by Judge of Probate and Secretary of State
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-11.08 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-11.08
Section 10-2B-11.08 Merger of Limited Partnership with Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-13.25 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-13.25
Section 10-2B-13.25 Offer of Payment
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-1.26 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-1.26
Section 10-2B-1.26 Appeal from Probate Judge’s or Secretary of State’s Refusal to File Document
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-13-5 — Alabama Code / Title 10 / Chapter 13 / Section 10-13-5
Section 10-13-5 Compliance Required
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-1.41 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-1.41
Section 10A-2A-1.41 Notice and Other Communications
Status: in_force

(a) A notice under this chapter must be in writing unless oral notice is reasonable in the circumstances. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under this chapter must be in English.

(b) A notice or other communication may be given by any method of delivery, except that notice or other communication by electronic transmission must be in accordance with this section. If the methods of delivery are impracticable, a notice or other communication from the corporation may be given by means of a broad non-exclusionary distribution to the public (which may include a newspaper of general circulation in the area where published; radio, television, or other form of public broadcast communication; or other methods of distribution that the corporation has previously identified to its stockholders).

(c) A notice or other communication to a corporation or to a foreign corporation registered to transact business in this state may be delivered to the corporation’s registered agent at its registered office or to the secretary at the corporation’s principal office or, in the case of a foreign corporation , in its foreign registration under Chapter 1.

(d) A notice or other communications from the corporation to a stockholder may be delivered by electronic mail to the electronic mail address for that stockholder required to be included in the record of stockholders maintained pursuant to Section 10A-2A-16.01(d), unless that stockholder has previously notified the corporation in writing that the stockholder objects to receiving notices and other communications by electronic mail. Any notice or communication may be delivered by another form of electronic transmission if consented to by the stockholder or if authorized by subsection (j). Any notice or other communication from the corporation to any other person may be delivered by electronic transmission if consented to by the recipient or if authorized by subsection (j). Any consent given under this subsection or subsection (j) may be revoked with respect to future notices or communications by the person who consented by written notice to the person to whom the consent was delivered.

(e) A notice or other communication may no longer be delivered to an electronic mail address or other electronic transmission address pursuant to subsection (d) if (i) the corporation receives notice from the information processing system into which the notice or other communication was entered that two consecutive notices or other communications given by electronic transmissions have not been delivered to the electronic mail address or other electronic transmission address to which the notice or other communication was directed, and (ii) the notice of non-delivery becomes known to the secretary or an assistant secretary or to the transfer agent, or another person responsible for the giving of notices or other communications for the corporation; provided, however, the inadvertent failure to recognize the notice of non-delivery as a cessation of authority to provide a stockholder with notice by electronic mail or other electronic transmission shall not invalidate any meeting or other action.

(f) Unless otherwise agreed between the sender and the recipient, a notice or other communication by electronic transmission is received when:

(1) it enters an information processing system directed to (i) in the case of a stockholder, the electronic mail address for the stockholder required to be included in the record of stockholders maintained pursuant to Section 10A-2A-16.01(d) or other electronic transmission address at which the stockholder has consented to receive notice or other communications by electronic transmission, or (ii) in the case of any other recipient, the electronic transmission address at which the recipient has consented to receive notice or other communications by electronic transmission; and

(2) it is in a form capable of being processed by that system.

(g) Receipt of an electronic acknowledgement from an information processing system described in subsection (f)(1) establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.

(h) An electronic transmission is received under this section even if no person is aware of its receipt.

(i) A notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following:

(1) if in a physical form, the earliest of when it is actually received, or when it is left at:

(i) a stockholder’s address included in the record of stockholders maintained pursuant to Section 10A-2A-16.01(d);

(ii) a director’s residence or usual place of business; or

(iii) the corporation’s principal office;

(2) if mailed by United States mail postage prepaid and addressed to a stockholder at the stockholder’s address included in the record of stockholders maintained pursuant to Section 10A-2A-16.01(d), upon deposit in the mail;

(3) if mailed by United States mail postage prepaid and addressed to a recipient other than a stockholder at the address included in the corporation’s records, the earliest of when it is actually received, or:

(i) if sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee; or

(ii) five days after it is deposited in the United States mail;

(4) if sent by a nationally recognized commercial carrier that issues a receipt or other confirmation of delivery, the earliest of when it is actually received or the date shown on the receipt or other confirmation of delivery issued by the commercial carrier;

(5) if an electronic transmission, when it is received as provided in subsection (f); and

(6) if oral, when communicated.

(j) A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if (i) the electronic transmission is otherwise retrievable in perceivable form, and (ii) the sender and the recipient have consented in writing to the use of such form of electronic transmission.

(k) If this chapter prescribes requirements for notices or other communications in particular circumstances, those requirements govern. If the certificate of incorporation or bylaws prescribe requirements for notices or other communications, not inconsistent with this section or other provisions of this chapter, those requirements govern. The certificate of incorporation or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission.

(l) In the event that any provisions of this chapter are deemed to modify, limit, or supersede the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., the provisions of this chapter shall control to the maximum extent permitted by 15 U.S.C. § 7002(a)(2) .

(m) Whenever a notice or communication would otherwise be required to be given under this chapter to a stockholder, the notice or communication need not be given if the corporation is not permitted to deliver the notice or communication by electronic transmission pursuant to subsections (d) and (e) and:

(1) notices and communications to stockholders of two consecutive annual meetings, and all notices and communications of meetings during the period between those two consecutive annual meetings, have been sent to that stockholder at that stockholder’s address included in the record of stockholders maintained pursuant to Section 10A-2A-16.01(d) and have been returned undeliverable or could not be delivered; or

(2) all, but not less than two, distributions to stockholders during a 12-month period, or two consecutive distributions to stockholders during a period of more than 12 months, have been sent to that stockholder at that stockholder’s address included in the record of stockholders maintained pursuant to Section 10A-2A-16.01(d) and have been returned undeliverable or could not be delivered; or

(3) no address has been provided to the corporation by or on behalf of a stockholder and the corporation has not otherwise obtained an address for that stockholder it believes to be reliable.

In addition, if any stockholder to which this subsection (m) applies delivers to the corporation a written notice or communication setting forth that stockholder’s then-current address, the requirement that notice and communication be given to that stockholder shall be reinstated.

(n) Whenever a notice or communication is required to be given, under this chapter or the certificate of incorporation or bylaws of any corporation, to any person with whom notice to or communication with is unlawful, the giving of the notice or communication to that person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give the notice or communication to that person. Any action or meeting which shall be taken or held without notice or communication to the person with whom notice to or communication with is unlawful shall have the same force and effect as if the notice or communication had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate or other filing instrument under any other sections of this chapter, the certificate or other filing instrument shall state, if that is the fact and if notice or communication is required, that notice or communication was given to all persons entitled to receive notice or communication except those persons with whom notice to or communication with is unlawful.
Ala. Code § 10A-20-7.04 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-7.04
Section 10A-20-7.04 Powers of Corporation
Status: in_force

In furtherance of its purposes and in addition to the powers now or hereafter conferred on business corporations by Alabama statutes, the corporation shall, subject to the restrictions and limitations contained in this section, have the following powers:

(1) To elect, appoint, and employ officers, agents, and employees to make contracts and incur liabilities for any of the purposes of the corporation; provided, that the corporation shall not incur any secondary liability by way of guaranty or endorsement of the obligations of any person, firm, corporation, joint stock company, association, or trust or in any other manner.

(2) To borrow money from its members and the small business administration and any other similar federal agency for any of the purposes of the corporation, to issue therefor its bonds, debentures, notes, or other evidences of indebtedness, whether secured or unsecured, and to secure the same by mortgage, pledge, deed of trust, or other lien on its property, franchises, rights, and privileges of every kind and nature, or any part thereof of interest therein, without securing stockholder or member approval.

(3) To make loans to any person, firm, corporation, joint-stock company, association, or trust and to establish and regulate the terms and conditions with respect to the loans and the charges for interest and service connected therewith; provided, however, that the corporation shall not approve any application for a loan unless and until the person applying for the loan shall show that the person has applied for the loan through ordinary banking channels and that the loan has been refused by at least one bank or other financial institution.

(4) To purchase, receive, hold, lease, or otherwise acquire and to sell, convey, transfer, lease, or otherwise dispose of real and personal property, together with the rights and privileges as may be incidental and appurtenant thereto and the use thereof, including, but not restricted to, any real or personal property acquired by the corporation from time to time in the satisfaction of debts or enforcement of obligations.

(5) To acquire the goodwill, business, rights, real and personal property, and other assets, or any part thereof or interest therein, of any persons, firms, corporations, joint-stock companies, associations, or trusts and to assume, undertake or pay the obligations, debts, and liabilities of any person, firm, corporation, joint-stock company, association, or trust, to acquire improved or unimproved real estate for the purpose of constructing industrial plants or other business establishments thereon or for the purpose of disposing of the real estate to others for the construction of industrial plants or other business establishments and to acquire, construct or reconstruct, alter, repair, maintain, operate, sell, convey, transfer, lease, or otherwise dispose of industrial plants or business establishments.

(6) To acquire, subscribe for, own, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of the stock, shares, bonds, debentures, notes, or other securities and evidences of interest in, or indebtedness of, any person, firm, corporation, joint-stock company, association, or trust and, while the owner or holder thereof, to exercise all the rights, powers, and privileges of ownership, including the right to vote thereon.

(7) To mortgage, pledge, or otherwise encumber any property, right, or thing of value acquired pursuant to the powers contained in subdivision (4), (5), or (6) as security for the payment of any part of the purchase price thereof.

(8) To cooperate with, and avail itself of, the facilities of the United States Department of Commerce, the state planning and industrial development board, and any other similar state or federal governmental agencies and to cooperate with, assist, and otherwise encourage organizations in the various communities of the state in the promotion, assistance, and development of the business prosperity and economic welfare of the communities, of this state or of any part thereof.

(9) To do all acts and things necessary or convenient to carry out the powers expressly granted in this article.
Ala. Code § 10-2B-15.12 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-15.12
Section 10-2B-15.12 Right of Eminent Domain
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-14-12 — Alabama Code / Title 10 / Chapter 14 / Section 10-14-12
Section 10-14-12 Conversion of Membership Shares, Etc.; Merger of Employee Cooperatives
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-11.01 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-11.01
Section 10A-3A-11.01 Dissolution by Incorporators or Directors
Status: in_force

A majority of the incorporators or initial directors of a nonprofit corporation that has not commenced activity may dissolve the nonprofit corporation by delivering to the Secretary of State for filing a certificate of dissolution that sets forth:

(1) the name of the nonprofit corporation;

(2) the date of its incorporation;

(3) that the nonprofit corporation has not commenced activity;

(4) that no debt of the nonprofit corporation remains unpaid;

(5) that the net assets of the nonprofit corporation remaining after winding up have been distributed;

(6) that a majority of the incorporators or directors authorized the dissolution; and

(7) the unique identifying number or other designation as assigned by the Secretary of State.
Ala. Code § 10A-20-4.01 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-4.01
Section 10A-20-4.01 Powers of Conventions or Associations
Status: in_force

State conventions or state associations of churches, generally known as congregational churches, which have been heretofore incorporated under any general or special law of the state or which may be hereafter incorporated under any general law of this state, shall have and are invested with the following powers in addition to the powers heretofore conferred upon the corporations by general law or special acts of the Legislature. The incorporated conventions or associations may:

(1) In their corporate capacity, act in the intervals between state conventions by, and through, trustees, directors, or governing boards by whatever name called or designated;

(2) Through its constitution and bylaws or by resolution adopted by the convention confer upon the trustees, directors, or governing boards the power to do any and all acts and exercise any and all corporate powers conferred upon them by the convention which the convention itself might be permitted to exercise under its charter in accordance with the law while in session;

(3) Borrow money, execute notes and bonds therefor, and secure the payment of the same by mortgage or pledge of any of its funds, securities, or property;

(4) If it sees fit to do so, authorize the incorporation of a holding company or foundation through which it may transact all or any part of its financial affairs;

(5) Receive, purchase, own, possess, buy, and sell any and all necessary property, real, personal, and mixed, as shall be needful for its uses in the conduct of religious, educational, and charitable work;

(6) Accept gifts, donations, pledges, moneys, and other properties to any extent, and to any amount; and

(7) So long as its properties are exclusively devoted to religious, educational, and charitable purposes, the same shall be exempt from all state, county, municipal, and other taxes.
Ala. Code § 10-12-16 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-16
Section 10-12-16 (Applicable to Limited Liability Companies Organized After January 1, 1998, Limited Liability Companies Not Electing to Come Under the Pre-1997 Changes, and to All Limited Liability Companies After December 31, 2000.) Records to Be Kept; Right of Inspection
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-205 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-205
Section 10-9C-205 Signing and Filing Pursuant to Judicial Order
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-8.02 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-8.02
Section 10A-9-8.02 Judicial Dissolution
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-1-3.23 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.23
Section 10A-1-3.23 Removal of Officers
Status: in_force

(a) Unless otherwise provided by the governing documents of a domestic entity, an officer may be removed for or without cause by the governing authority or as provided by the governing documents of the entity. The removal of an officer does not prejudice any contract rights of the person removed.

(b) Election or appointment of an officer does not by itself create contract rights.
Ala. Code § 10-2B-13.26 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-13.26
Section 10-2B-13.26 Failure to Take Corporate Action
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-10-1.18 — Alabama Code / Title 10A / Chapter 10 / Section 10A-10-1.18
Section 10A-10-1.18 Nonliability of Shareholders for Obligations of Trust
Status: in_force

No holder of the shares of, or beneficial interest in, a real estate investment trust shall be personally liable for any liabilities, duties or obligations of, or claims against, the real estate investment trust, whether arising before or after the holder became the owner or holder of the shares or beneficial interest.
Ala. Code § 10A-9-11.06 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-11.06
Section 10A-9-11.06 Merger
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-3A-103 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-103
Section 10-3A-103 Articles of Merger or Consolidation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8-8.07 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-8.07
Section 10A-8-8.07 Settlement of Accounts and Contributions Among Partners
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-2-7.20 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-7.20
Section 10A-2-7.20 Shareholders’ List for Meeting
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) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting. The list must be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder.

(b) The shareholders’ list must be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation’s principal office or, if the corporation’s principal office is located outside this state, at its registered office. A shareholder, his or her agent, or attorney is entitled on written demand to inspect and, for a proper purpose, to copy the list, during regular business hours and at his or her expense, during the period it is available for inspection.

(c) The corporation shall make the shareholders’ list available at the meeting, and any shareholder, his or her agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment.

(d) If the corporation refuses to allow a shareholder, his or her agent, or attorney to inspect the shareholders’ list before or at the meeting, or copy the list as permitted by subsection (b), the circuit court of the county where a corporation’s principal office, or, if none in this state, its registered office, is located, on application of the shareholder, may summarily order the inspection or copying at the corporation’s expense, may postpone the meeting for which the list was prepared until the inspection or copying is complete, and shall order the corporation to pay the shareholder’s costs, including reasonable counsel fees, incurred in obtaining the order in the same circumstances and subject to the same defense as applicable to orders to pay costs under Section 10A-2-16.04(c).

(e) Refusal or failure to prepare or make available the shareholders’ list does not affect the validity of action taken at the meeting.

(f) The stock transfer records of the corporation shall be prima facie evidence as to who are the shareholders entitled to examine the shareholders’ list or transfer records or to vote at any meeting of shareholders.
Ala. Code § 10A-2A-6.31 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-6.31
Section 10A-2A-6.31 Corporation’s Acquisition of Its Own Stock
Status: in_force

(a) A corporation may acquire its own stock, and, the stock so acquired shall constitute authorized but unissued stock, provided, however, that:

(1) the certificate of incorporation may provide that the acquired stock shall constitute authorized, issued, but not outstanding stock;

(2) the certificate of incorporation may prohibit the reissue of the acquired stock, in which case the number of authorized shares of stock is reduced by the number of shares of stock acquired ; or

(3) if the certificate of incorporation does not (i) provide that the acquired stock shall constitute authorized but unissued stock, (ii) prohibit the reissuance of the acquired stock, or (iii) provide that the acquired stock shall constitute authorized, issued, but not outstanding stock, then the board of directors may determine, at or prior to the time of the acquisition, that the acquired stock will constitute authorized, issued, but not outstanding stock.

(b) If the board of directors has determined that any acquired stock was to be authorized, issued, but not outstanding in accordance with subsection (a)(3), then the board of directors may thereafter determine that the acquired stock shall be converted to stock that is authorized but not issued.
Ala. Code § 10-12-13 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-13
Section 10-12-13 (Applicable to Limited Liability Companies Organized After January 1, 1998, Limited Liability Companies Not Electing to Come Under the Pre-1997 Changes, and to All Limited Liability Companies After December 31, 2000.) Execution
Status: reserved

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

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-5.01 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-5.01
Section 10A-8A-5.01 Partner’s Transferable Interest in Partnership
Status: in_force

The only interest of a partner which is transferable is the partner’s transferable interest. A transferable interest is personal property.
Ala. Code § 10A-1-5.07 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.07
Section 10A-1-5.07 Name of Registered Limited Liability Partnership
Status: in_force

The name of a limited liability partnership or a foreign limited liability partnership registered to transact business in this state shall contain the words “Limited Liability Partnership” or the abbreviation “L.L.P.” or “LLP”.
Ala. Code § 10-9C-206 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-206
Section 10-9C-206 Delivery to and Filing of Records; Effective Time and Date
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-388 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-388
Section 10-4-388 Issuance and Transfer of Shares
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-8.09 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.09
Section 10A-2-8.09 Removal of Directors by Judicial Proceeding
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 circuit court of the county where a corporation’s principal office, or, if none in this state, its registered office, is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least 10 percent of the outstanding shares of any class if the court finds that (1) the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation and (2) removal is in the best interest of the corporation.

(b) The court that removes a director may bar the director from reelection for a period prescribed by the court.

(c) If shareholders commence a proceeding under subsection (a), they shall make the corporation a party defendant.
Ala. Code § 10-9A-143 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-143
Section 10-9A-143 Distribution of Assets
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-3A-11.04 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-11.04
Section 10A-3A-11.04 Approval by Specified Person or Group of Persons
Status: in_force

(a) The certificate of incorporation of a membership nonprofit corporation may require that a dissolution of a membership nonprofit corporation under Section 10A-3A-11.02 be approved in writing by a specified person or group of persons in addition to the board of directors and members.

(b) The certificate of incorporation of a nonmembership nonprofit corporation may require that a dissolution of a nonmembership nonprofit corporation under Section 10A-3A-11.03 be approved in writing by a specified person or group of persons in addition to the board of directors.

(c) A requirement in the certificate of incorporation described in subsection (a) or (b) may only be approved by the written approval of the specified person or group of persons.
Ala. Code § 10A-2A-6.26 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-6.26
Section 10A-2A-6.26 Uncertificated Interests
Status: in_force

(a) Unless the certificate of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of stock of any or all of its classes or series without certificates. The authorization does not affect shares of stock already represented by certificates until they are surrendered to the corporation.

(b) Within a reasonable time after the issuance or transfer of shares of stock without certificates, the corporation shall comply with the notice requirements of Section 10A-1-3.45.
Ala. Code § 10-2B-13.30 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-13.30
Section 10-2B-13.30 Court Action
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-163 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-163
Section 10-9A-163 Name
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.