Ala. Code § 10A-8A-10.03 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-10.03
Section 10A-8A-10.03 Death or Disqualification of Partner
Status: in_force

(a) In the case of a limited liability partnership performing professional services, upon the death of a partner, upon a partner becoming a disqualified person, or upon a transferable interest being transferred by operation of law or court decree to a disqualified person, the transferable interest of the deceased partner or of the disqualified person may be transferred to a qualified person and, if not so transferred, subject to Section 10A-8A-4.09, shall be purchased by the limited liability partnership as provided in this section.

(b) If the purchase price of the transferable interest is not determined in accordance with the partnership agreement, the limited liability partnership, within six months after the death or 30 days after the disqualification or transfer, as the case may be, shall make a written offer to pay for the transferable interest a specified price deemed by the limited liability partnership to be the fair value of the transferable interest as of the date of the death, disqualification, or transfer. The offer shall be delivered to the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, and shall be accompanied by a balance sheet of the limited liability partnership, as of the latest available date and not more than 12 months prior to the making of the offer, and a profit and loss statement of the limited liability partnership for the 12-month period ended on the date of the balance sheet.

(c) If the fair value of the transferable interest is agreed upon between the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, and the limited liability partnership, payment therefor shall be made within 90 days, or such other period as the parties may agree. Upon payment of the agreed value, the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, shall cease to have any interest in, or claim to, the transferable interest.

(d) If the fair value of the transferable interest is not agreed upon between the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, and the limited liability partnership within 30 days of the delivery of the written offer, then either party may commence a civil action in the designated court, and if none, in the circuit court for the county in which the limited liability partnership’s principal office within this state is located, and if the limited liability partnership does not have a principal office within this state, then in the circuit court for the county in which the limited liability partnership’s most recent registered office is located requesting that the fair value of the transferable interest be found and determined. If the limited liability partnership does not deliver a written offer in accordance with subsection (b), then the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, may commence a civil action in the designated court, and if none, in the circuit court for the county in which the limited liability 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 limited liability partnership’s most recent registered office is located requesting that the fair value of the transferable interest be found and determined. The personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, wherever residing, shall be made a party to the proceeding as an action against that person’s transferable interest quasi in rem. Service shall be made in accordance with the rules of civil procedure. The personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, shall be entitled to a judgment against the limited liability partnership for the amount of the fair value of that person’s transferable interest as of the date of death, disqualification, or transfer. The court may order that the judgment be paid in installments and with interest and on terms as the court may determine. The court, if it so elects, may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the power and authority as shall be specified in the order of their appointment or an amendment thereof.

(e) The judgment shall include an allowance for interest at the rate the court finds to be fair and equitable in all the circumstances, from the date of death, disqualification, or transfer.

(f)(1) The court in a proceeding commenced under subsection (d) shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against the limited liability partnership, except that the court may assess court costs against the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, in amounts which the court finds equitable, to the extent the court finds the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this section.

(2) The court in a proceeding commenced under subsection (d) may also assess the expenses of the respective parties in amounts the court finds equitable:

(A) against the limited liability partnership and in favor of the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, if the court finds the limited liability partnership did not substantially comply with the requirements of this section; or

(B) against either the limited liability partnership or the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, in favor of the other party, if the court finds the party against whom expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this section.

(3) For purposes of this subsection (f), expenses means reasonable expenses of any kind that are incurred in connection with a proceeding brought under subsection (d).

(g) If the purchase or transfer of the transferable interest of a deceased partner, a disqualified person, or a transferee is not completed within 12 months after the death of the deceased partner or 12 months after the disqualification or transfer, as the case may be, the limited liability partnership shall forthwith cancel the transferable interest on its books and the personal representative of the estate of the deceased partner, the disqualified person, or the transferee, as the case may be, shall have no further interest in the transferable interest other than that person’s right to payment for the transferable interest under this section.

(h) This section shall not require a limited liability partnership to purchase a transferable interest of a disqualified person if the disqualification is for less than 12 months from the date of disqualification. A limited liability partnership may require the disqualified person to sell the disqualified person’s transferable interest to the limited liability partnership upon any disqualification.

(i) Any provision of a partnership agreement regarding the purchase or transfer of a transferable interest of a limited liability partnership performing professional services shall be specifically enforceable in the courts of Alabama.

(j) Nothing in this section shall prevent or relieve a limited liability partnership from paying pension benefits or other deferred compensation for services rendered to or on behalf of a former partner as otherwise permitted by law.
Ala. Code § 10A-2A-17.03 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-17.03
Section 10A-2A-17.03 Certain Amendments and Transactions; Votes Required
Status: in_force

(a) Unless the certificate of incorporation requires a greater vote, in addition to any other approval of stockholders required under this chapter, the approval of at least two-thirds of the votes entitled to be cast thereon, and, if any class or series of stock is entitled to vote as a separate group thereon, the approval of at least two-thirds of the votes entitled to be cast by that voting group, shall be required for a corporation that is not a benefit corporation to:

(1) amend its certificate of incorporation to include a statement that it is subject to this article; or

(2)(i) merge with or into another entity, or effect a conversion, if, as a result of the merger or conversion, the stock of any voting group would become, or be converted into or exchanged for the right to receive, stock of a benefit corporation or stock or interests in an entity subject to provisions of organic law analogous to those in this article; provided, however, that in the case of this subsection (a)(2)(i), if the stock of one or more, but not all, voting groups are so affected, then only the stock in the voting groups so affected shall be entitled to cast votes under this subsection (a).

(ii) enter into a stock exchange with another corporation or foreign corporation, if, as a result of the stock exchange, the stock of any voting group would become, or be converted into or exchanged for the right to receive, stock of a benefit corporation or a foreign benefit corporation subject to provisions of organic law analogous to those in this article; provided, however, that in the case of this subsection (a)(2)(ii), if the stock of one or more, but not all, voting groups are so affected, then only the stock in the voting groups so affected shall be entitled to cast votes under this subsection (a).

(b) Unless the certificate of incorporation requires a greater vote, in addition to any other approval of stockholders required under this chapter, the approval of at least two-thirds of the votes entitled to be cast thereon, and, if any class or series of stock entitled to vote as a separate group thereon, the approval of at least two-thirds of the votes entitled to be cast by that voting group, shall be required for a benefit corporation to:

(1) amend its certificate of incorporation to eliminate a statement that the corporation is subject to this article; or

(2)(i) merge with or into, another entity, or effect a conversion if, as a result of the merger or conversion, the stock of any voting group would become, or be converted into or exchanged for the right to receive, stock or interests in an entity that is neither a benefit corporation nor an entity subject to provisions of organic law analogous to those in this article; provided, however, that in the case of this subsection (b)(2)(i), if the stock of one or more, but not all, voting groups are so affected, then only the stock in the voting groups so affected shall be entitled to cast votes under this subsection (b).

(ii) enter into a stock exchange with another corporation or foreign corporation if, as a result of the stock exchange, the stock of any voting group would become, or be converted into or exchanged for the right to receive, stock or interests in a corporation or foreign corporation that is neither a benefit corporation nor a foreign benefit corporation subject to provisions of organic law analogous to those in this article; provided, however, that in the case of this subsection (b)(2)(ii), if the stock of one or more, but not all, voting groups are so affected, then only the stock in the voting groups so affected shall be entitled to cast votes under this subsection (b).
Ala. Code § 10-4-321 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-321
Section 10-4-321 Duty to Serve Public
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-8A-1103 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-1103
Section 10-8A-1103 Severability Clause
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-7.24 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-7.24
Section 10A-1-7.24 Requirements of Other Law
Status: in_force

This article does not excuse a foreign filing entity from complying with duties imposed under other law, including other chapters of this title, relating to filing or registering requirements.
Ala. Code § 10-8A-302 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-302
Section 10-8A-302 Transfer of Partnership Property
Status: reserved

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

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-3A-30 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-30
Section 10-3A-30 Waiver of Notice
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-108 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-108
Section 10-4-108 Selection of Health Care Facility by Certificate Holders
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-5-2 — Alabama Code / Title 10 / Chapter 5 / Section 10-5-2
Section 10-5-2 Condemnation for Ways and Rights-of-Way, Etc., by Railroad Companies
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-3.01 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-3.01
Section 10A-3A-3.01 Purposes
Status: in_force

(a) Every nonprofit corporation has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the certificate of incorporation.

(b) If a nonprofit corporation will engage in an activity that is subject to regulation under another statute of the state, the nonprofit corporation may incorporate under this chapter only if not prohibited by, and subject to all limitations of, the other statute.

(c) Labor unions, cooperative organizations, and organizations subject to any of the provisions of the insurance laws of Alabama may not be organized under this chapter.

(d) Whenever 10 or more retail merchants wish to form a nonprofit association, cooperative society, or corporation in the sense of paying interest or dividends on stock, but for mutual benefit through the application of cooperation or other economic principles, they may become a body corporate in the manner provided in this chapter.

(e) Whenever 10 or more wholesale merchants wish to form a nonprofit association, cooperative society, or corporation in the sense of paying interest or dividends on stock, but for mutual benefit through the application of cooperation or other economic principles, they may become a body corporate in the manner provided in this chapter.
Ala. Code § 10-2B-5.02 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-5.02
Section 10-2B-5.02 Change of Registered Office or Registered Agent
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-13.01 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-13.01
Section 10A-2-13.01 Definitions
Status: reserved

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

(1) “Corporate action” means the filing of articles of merger or share exchange by the judge of probate or Secretary of State, or other action giving legal effect to a transaction that is the subject of dissenters’ rights.

(2) “Corporation” means the issuer of shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer.

(3) “Dissenter” means a shareholder who is entitled to dissent from corporate action under Section 10A-2-13.02 and who exercises that right when and in the manner required by Sections 10A-2-13.20 through 10A-2-13.28.

(4) “Fair Value,” with respect to a dissenter’s shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable.

(5) “Interest” means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans, or, if none, at a rate that is fair and equitable under all circumstances.

(6) “Record shareholder” means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

(7) “Beneficial shareholder” means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.

(8) “Shareholder” means the record shareholder or the beneficial shareholder.
Ala. Code § 10A-3A-7.02 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-7.02
Section 10A-3A-7.02 Special Meetings
Status: in_force

(a) Special meetings of the members in a membership nonprofit corporation may be called by the board of directors or by the person or persons as may be authorized by the certificate of incorporation or by the bylaws.

(b) In the event that the certificate of incorporation or bylaws of a membership nonprofit corporation allow members to demand a special meeting of the members, then if not otherwise fixed under Section 10A-3A-7.03 or Section 10A-3A-7.07, the record date for determining members entitled to demand a special meeting shall be the first date on which a signed member’s demand is delivered to the membership nonprofit corporation. No written demand for a special meeting shall be effective unless, within 60 days of the earliest date on which the demand delivered to the membership nonprofit corporation as allowed by the certificate of incorporation or bylaws was signed, written demands signed by members holding at least the percentage of votes specified in or fixed in accordance with the certificate of incorporation or bylaws have been delivered to the membership nonprofit corporation.

(c) Unless the board of directors determines to hold the meeting solely by means of remote participation in accordance with Section 10A-3A-7.09(c), special meetings of members may be held (i) in or out of this state at the place stated in or fixed in accordance with the certificate of incorporation or bylaws or (ii) if no place is stated in or fixed in accordance with the certificate of incorporation or bylaws, at the membership nonprofit corporation’s principal office.

(d) Only business within the purpose or purposes described in the meeting notice required by Section 10A-3A-7.05(c) may be conducted at a special meeting of members.
Ala. Code § 10-15-5 — Alabama Code / Title 10 / Chapter 15 / Section 10-15-5
Section 10-15-5 Nonexclusive Application of Chapter
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-21-2.02 — Alabama Code / Title 10A / Chapter 21 / Section 10A-21-2.02
Section 10A-21-2.02 Condemnation for Ways and Rights-of-Way, Etc., by Railroad Companies
Status: in_force

Railroad companies may, by condemnation, acquire real estate for ways and rights-of-way not exceeding 100 feet in width throughout the entire length of its lines, such other lands as may be necessary for ways and rights-of-way for switches, turnouts, sidetracks, extensions, and branch roads not exceeding 100 feet in width throughout the entire length of such switches, turnouts, sidetracks, extensions, and branch roads and such other lands as may be necessary in making heavy excavations or embankments, or for the purpose of wasting material from excavations, for borrowing earth or other material for the construction of embankments or for protecting, making, keeping safe, and perfecting its roadway, together with the rights to remove all such trees outside thereof as might by falling upon, or shading, the roadway, injure the same, and may relocate any portion of its line for purpose of straightening or otherwise improving the same and, for that purpose, may acquire by gift, purchase, or condemnation all necessary rights-of-way over lands and abandon its original or constructed line, but it shall not change its termini or make an entire departure from its original line between such termini.
Ala. Code § 10A-8A-4.09 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-4.09
Section 10A-8A-4.09 Limitations of Distribution and Liability for Improper Distributions
Status: in_force

(a) A limited liability partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability partnership, other than liabilities to partners on account of their transferable interests and liabilities for which the recourse of creditors is limited to specific property of the limited liability partnership, exceed the fair value of the assets of the limited liability partnership, except that the fair value of the property that is subject to a liability for which recourse of creditors is limited shall be included in the assets of the limited liability partnership only to the extent that the fair value of the property exceeds that liability.

(b) A partner who consents to a distribution in violation of subsection (a) or the partnership agreement, and who knew at the time of the distribution that the distribution violated subsection (a) or the partnership agreement, shall be liable to the limited liability partnership for the amount of that distribution.

(c) A partner who receives a distribution in violation of subsection (a) or the partnership agreement, and who knew at the time of the distribution that the distribution violated subsection (a) or the partnership agreement, shall be liable to the limited liability partnership for the amount of the distribution received by that partner. A partner who receives a distribution in violation of subsection (a) or the partnership agreement, and who did not know at the time of the distribution that the distribution violated subsection (a) or the partnership agreement, shall not be liable for the amount of the distribution received by that partner.

(d) Except as provided in subsection (e), this section shall not affect any obligation or liability of a partner under other applicable law for the amount of a distribution.

(e) An action under this section or other applicable law is barred if not commenced within two years after the distribution.

(f) For purposes of subsection (a), “distribution” does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of the limited liability partnership’s business or not for profit activity under a bona fide retirement plan or other benefits program.

(g) This section shall not apply to distributions made in accordance with Section 10A-8A-8.09.
Ala. Code § 10-2B-10.20 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-10.20
Section 10-2B-10.20 Amendment by Board of Directors or Shareholders
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-14.23 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-14.23
Section 10A-2-14.23 Appeal from Denial of Reinstatement
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 Secretary of State denies a corporation’s application for reinstatement following administrative dissolution, he or she shall serve the corporation under Section 10A-1-5.31, 10A-1-5.35, or 10A-1-5.36 with a written notice that explains the reason or reasons for denial.

(b) The corporation may appeal the denial of reinstatement to the circuit court of the county where its articles of incorporation are filed within 30 days after service of the notice of denial is perfected. A corporation created by an act of the Legislature prior to the adoption of the Constitution of Alabama of 1901, or which resulted from a merger or consolidation, may appeal to the Circuit Court of Montgomery County. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State’s certificate of dissolution, the corporation’s application for reinstatement, and the Secretary of State’s notice of denial.

(c) The court may summarily order the Secretary of State to reinstate the dissolved corporation, may order a trial de novo, or may take other action the court considers appropriate.

(d) The court’s final decision may be appealed as in other civil proceedings.
Ala. Code § 10A-20-16.01 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-16.01
Section 10A-20-16.01 Legislative Intent
Status: in_force

The Legislature finds and declares that the services of nonprofit corporations, organizations, associations, boards, authorities, and commissions are critical to the efficient conduct and management of the public, civic, and charitable affairs of the citizens of this state. Noncompensated officers, directors, trustees, partners, managers, members, and governing persons and other members of governing authorities of such nonprofit entities must be permitted to operate without undue concern for the possibility of litigation arising from the discharge of their duties as policymakers.
Ala. Code § 10A-1-5.04 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.04
Section 10A-1-5.04 Name of Corporation or Foreign Corporation
Status: in_force

(a) The name of a corporation or foreign corporation must contain:

(1) the word “corporation” or “incorporated”; or

(2) an abbreviation of one of those words.

(b) Subsection (a) does not apply to a nonprofit corporation or foreign nonprofit corporation, or to banks, trust companies, savings and loan associations, or insurance companies.

(c) In lieu of a word or abbreviation required by subsection (a), the name of a professional corporation must comply with the requirements of Section 10A-1-5.08.

(d) The requirements of subsection (a) do not apply to any corporation organized before January 1, 1981.

(e) For a corporation that elects to be a benefit corporation under the Alabama Business Corporation Law, the name of that benefit corporation must contain the words “benefit corporation,” the abbreviation “B.C.,” or the designation “BC” and may not use the word “incorporated” or an abbreviation thereof.
Ala. Code § 10A-8-7.04 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-7.04
Section 10A-8-7.04 Statement of 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-1-1.05 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-1.05
Section 10A-1-1.05 Conspicuous Information
Status: in_force

In this title, required information is conspicuous if the information is placed in a manner or displayed using a font that provides or is intended to provide notice to a reasonable person affected by the information. Required information in a document is conspicuous if the font used for the information is capitalized, boldfaced, italicized, or underlined or larger or of a different color than the remainder of the document.
Ala. Code § 10-9A-83 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-83
Section 10-9A-83 Sharing of Distributions
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-16-1.05 — Alabama Code / Title 10A / Chapter 16 / Section 10A-16-1.05
Section 10A-16-1.05 Contents and Recordation of Declaration of Trust
Status: in_force

(a) The written declaration of trust may provide for the election of successor trustees in the event of the death, resignation, and removal of a trustee and may provide for the amendment of the declaration of trust. The declaration of trust may also contain other provisions regarding the operation and administration of the business trust as may be necessary or desirable.

(b) The declaration of trust shall be delivered to the Secretary of State for filing, accompanied by the filing fee in the amount prescribed by Chapter 1 for a certificate of formation.
Ala. Code § 10-2B-8.09 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.09
Section 10-2B-8.09 Removal of Directors by Judicial Proceeding
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-5.22 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.22
Section 10A-1-5.22 Application for Registration of Name
Status: reserved

Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.
Ala. Code § 10-8A-702 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-702
Section 10-8A-702 Dissociated Partner’s Power to Bind and Liability to Partnership
Status: reserved

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

A partner has a right to a distribution before the dissolution and winding up of a limited partnership as provided in the partnership agreement. A decision to make a distribution before the dissolution and winding up of the limited partnership is a decision in the ordinary course of the activities and affairs of the limited partnership.
Ala. Code § 10-3B-7 — Alabama Code / Title 10 / Chapter 3B / Section 10-3B-7
Section 10-3B-7 Liability in Tort and Contract
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-3.01 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-3.01
Section 10A-20-3.01 Formation of Ministers into Body Corporate
Status: in_force

Whenever 10 or more ministers of the gospel or of any other religious faith or denomination desire to be legally formed into a body corporate, they shall file with the Secretary of State a declaration in writing, signed by them, setting forth the corporate name they desire to have, the name of the denomination or branch of the church of God with which they are in affiliation and to whose rules and articles of belief they conform, and shall pay the Secretary of State the filing fee required to be paid to the Secretary of State under Section 10A-1-4.31 for filing a certificate of formation, whereupon the Secretary of State, in the name of the State of Alabama, shall issue a certificate of incorporation or charter to the corporation.
Ala. Code § 10A-3A-13.01 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-13.01
Section 10A-3A-13.01 Definitions
Status: in_force

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

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

(2) CONVERTING NONPROFIT CORPORATION means a converting organization that is a nonprofit corporation.

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

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

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

(6) ORGANIZATIONAL DOCUMENTS means:

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

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

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

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

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

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

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

(H) for any other organization, the basic writings that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.
Ala. Code § 10-10-10 — Alabama Code / Title 10 / Chapter 10 / Section 10-10-10
Section 10-10-10 Furnishing of Statements to Secretary of State
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-117 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-117
Section 10-9C-117 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-4-2.01 — Alabama Code / Title 10A / Chapter 4 / Section 10A-4-2.01
Section 10A-4-2.01 Purposes for Which Professional Corporations May Be Organized
Status: in_force

A domestic professional corporation may be organized under this chapter for the purpose of, and shall have the power to render, professional services if the domestic professional corporation complies with the rules of the licensing authority for such profession; provided that in the case of a professional corporation, at least one stockholder of the professional corporation is duly licensed to provide each professional service for which the professional corporation is organized, or, in the case of a nonprofit professional corporation, all of the professional services rendered by the professional corporation are rendered by persons duly licensed to render the professional service.
Ala. Code § 10-2B-1.25 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-1.25
Section 10-2B-1.25 Place of Filing and Filing Duties of Probate Judge and Secretary of State
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3-1.01 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-1.01
Section 10A-3-1.01 Short Title
Status: in_force

This chapter and the provisions of Chapter 1 to the extent applicable to nonprofit corporations may be cited as the “Alabama Nonprofit Corporation Law.”
Ala. Code § 10A-8A-4.12 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-4.12
Section 10A-8A-4.12 Reliance on Reports and Information
Status: in_force

A partner of a partnership shall be fully protected in relying in good faith upon the records of the partnership and upon information, opinions, reports, or statements presented by another partner or agent of the partnership, or by any other person as to matters the partner reasonably believes are within that other person’s professional or expert competence, including information, opinions, reports, or statements as to the value and amount of the assets, liabilities, profits, or losses of the partnership, or the value and amount of assets or reserves or contracts, agreements, or other undertakings that would be sufficient to pay claims and obligations of the partnership, or to make reasonable provision to pay those claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to partners or creditors might properly be paid.
Ala. Code § 10-4-390 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-390
Section 10-4-390 Liability Generally
Status: reserved

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

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

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

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

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

(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may terminate the agreement and may sell the shares if the debt remains unpaid more than 10 days after the corporation sends written demand for payment to the subscriber.

(e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to Section 10A-2-6.21.
Ala. Code § 10-4-384 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-384
Section 10-4-384 Applicability of Article Generally
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-10.02 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-10.02
Section 10A-2-10.02 Amendment by Board 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.

Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without shareholder action:

(1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(2) To delete the names and addresses of the initial directors;

(3) To delete 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;

(4) To change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding;

(5) To change the corporate name by substituting the word “corporation,” or “incorporated,” or an abbreviation of one of the words for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name; or

(6) To make any other change expressly permitted by this chapter to be made without shareholder action.
Ala. Code § 10A-3A-7.08 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-7.08
Section 10A-3A-7.08 Conduct of Member Meetings
Status: in_force

(a) At each meeting of members, an individual appointed in one of the following ways must preside as chair:

(1) as provided in the certificate of incorporation or bylaws;

(2) in the absence of a provision in the certificate of incorporation or bylaws, by the board of directors; or

(3) in the absence of both a provision in the certificate of incorporation or bylaws and an appointment by the board of directors, by the members at the meeting.

(b) At each meeting of members, the order of business and the rules for the conduct of the meeting must be:

(1) as provided in the certificate of incorporation or bylaws;

(2) in the absence of a provision in the certificate of incorporation or bylaws, established by the board of directors; or

(3) in the absence of both a provision in the certificate of incorporation or bylaws and the establishment by the board of directors, established by the members at the meeting.

(c) Any rules established for, and the conduct of, the meeting must be fair to the members.

(d) At the meeting the chair may announce when the polls close for each matter voted upon. If no announcement is made, the polls close upon the final adjournment of the meeting. After the polls close, no ballots, proxies, or votes, nor any revocations or changes to ballots, proxies, or votes may be accepted.
Ala. Code § 10A-30-1.04 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-1.04
Section 10A-30-1.04 Formation; Restriction on Service Rendered; Applicable to Professional Associations Formed Prior to January 1, 1984
Status: in_force

Prior to January 1, 1984, one or more persons duly licensed to practice a profession under the laws of this state may form a professional association, as distinguished from a partnership or corporation, for the purpose of carrying on a profession upon compliance with the terms of this article; provided, that no professional association organized pursuant to the provisions of this article shall render professional service in more than one type of professional service.
Ala. Code § 10-9C-1002 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1002
Section 10-9C-1002 Derivative Action
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-6.13 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-6.13
Section 10A-1-6.13 Limitations in Governing Documents
Status: in_force

The certificate of formation of an enterprise may restrict the circumstances under which the enterprise must or may indemnify a person under this division.
Ala. Code § 10A-2-8.63 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.63
Section 10A-2-8.63 Shareholders’ Action
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) Shareholders’ action respecting a transaction is effective for purposes of Section 10A-2-8.61(b)(2) if a majority of the votes entitled to be cast by the holders of all qualified shares were cast in favor of the transaction after (1) notice to shareholders describing the director’s conflicting interest transactions, (2) provision of the information referred to in subsection (d), and (3) required disclosure to the shareholders who voted on the transaction, to the extent the information was not known by them.

(b) For purposes of this section, “qualified shares” means any shares entitled to vote with respect to the director’s conflicting interest transaction except shares that, to the knowledge, before the vote, of the secretary, or other officer or agent of the corporation authorized to tabulate votes, are beneficially owned, or the voting of which is controlled, by a director who has a conflicting interest respecting the transaction or by a related person of the director, or both.

(c) A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of action that complies with this section. Subject to the provisions of subsections (d) and (e), shareholders’ action that otherwise complies with this section is not affected by the presence of holders, or the voting, of shares that are not qualified shares.

(d) For purposes of compliance with subsection (a), a director who has a conflicting interest respecting the transaction shall, before the shareholders’ vote, inform the secretary, or other officer or agent of the corporation authorized to tabulate votes, of the number, and the identity of persons holding or controlling the vote, of all shares that the director knows are beneficially owned, or the voting of which is controlled, by the director or by a related person of the director, or both.

(e) If a shareholder’s vote does not comply with subsection (a) solely because of the failure of a director to comply with subsection (a), and if the director establishes that his or her failure did not determine and was not intended by him or her to influence the outcome of the vote, the court may, with or without further proceedings respecting Section 10A-2-8.61(b)(3), take action respecting the transaction and the director, and give the effect, if any, to the shareholder’s vote, as it considers appropriate in the circumstances.
Ala. Code § 10A-9-2.06 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-2.06
Section 10A-9-2.06 Delivery to and Filing of Records; Effective Time and Date
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-3-6.01 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-6.01
Section 10A-3-6.01 Sale, Lease, Exchange, or Mortgage of Assets
Status: in_force

A sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of a nonprofit corporation may be made upon the terms and conditions and for the consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized in the following manner:

(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending the sale, lease, exchange, mortgage, pledge or other disposition and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of the nonprofit corporation shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. At the meeting the members may authorize the sale, lease, exchange, mortgage, pledge, or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the nonprofit corporation therefor. The authorization shall require at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting. After the authorization by a vote of members, the board of directors, nevertheless, in its discretion, may abandon the sale, lease, exchange, mortgage, pledge, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members.

(2) If there are no members, or no members entitled to vote thereon, a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a nonprofit corporation shall be authorized upon receiving the vote of a majority of the directors in office.
Ala. Code § 10-2B-8.42 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.42
Section 10-2B-8.42 Standards of Conduct for Officers
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-14.04 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-14.04
Section 10-2B-14.04 Revocation of Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-7.01 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-7.01
Section 10A-8A-7.01 Purchase of Transferable Interest of a Person Dissociated as a Partner
Status: in_force

(a) If a person is dissociated as a partner from a partnership without resulting in a dissolution and winding up of the partnership business or not for profit activity under Section 10A-8A-8.01, the partnership shall cause that person’s transferable interest in the partnership owned by that person at the time of dissociation to be purchased for a buyout price determined pursuant to subsection (b).

(b) The buyout price of the transferable interest owned by the person at the time of dissociation as a partner is an amount equal to the fair value of that person’s transferable interest as of the date of dissociation. Interest on the buyout price must be paid from the date of dissociation to the date of payment.

(c) Damages for wrongful dissociation under Section 10A-8A-6.02(b) and (c), and all other amounts owing, whether or not presently due, from the person dissociated as a partner to the partnership, must be offset against the buyout price. Interest on damages for wrongful dissociation must be paid from the date of the wrongful dissociation to the date of payment. Interest on all other amounts, whether or not presently due, must be paid from the date the amount owed becomes due to the date of payment.

(d) A partnership shall indemnify a person dissociated as a partner whose transferable interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the person dissociated as a partner under Section 10A-8A-7.02.

(e) If no agreement for the purchase of the transferable interests of a person dissociated as a partner is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the person dissociated as a partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (c).

(f) If a deferred payment is authorized under subsection (h), the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (c), stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation.

(g) The payment or tender required by subsection (e) or (f) must be accompanied by the following:

(1) a written statement of partnership assets and liabilities as of the date of dissociation;

(2) the latest available partnership balance sheet and income statement, if any;

(3) a written explanation of how the estimated amount of the payment was calculated; and

(4) written notice which shall state that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after the written notice, the person dissociated as a partner commences an action to determine the buyout price of that person’s transferable interest, any offsets under subsection (c), or other terms of the obligation to purchase.

(h) A person that wrongfully dissociates as a partner before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the person establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business or not for profit activity of the partnership. A deferred payment under this subsection must bear interest and, to the extent it would not cause undue hardship to the business or not for profit activity of the partnership, be adequately secured.

(i) A person dissociated as a partner may maintain an action against the partnership, pursuant to Section 10A-8A-4.13(b)(2)(ii), to determine the buyout price of that person’s transferable interest under subsection (b), any offsets under subsection (c), or other terms of the obligation to purchase. The action must be commenced within 120 days after the partnership has tendered payment or an offer to pay or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of that person’s transferable interest under subsection (b), any offset due under subsection (c), and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (h), the court shall also determine the security, if any, for payment and other terms of the obligation to purchase. The court may assess reasonable attorney’s fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership’s failure to tender payment or an offer to pay or to comply with subsection (g).
Ala. Code § 10A-1-3.08 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.08
Section 10A-1-3.08 Filings Before January 1, 2021
Status: in_force

(a) Filing instruments that (i) were required or permitted to be delivered for filing to a filing officer other than the Secretary of State prior to January 1, 2021, (ii) were delivered for filing to a filing officer other than the Secretary of State prior to January 1, 2021, (iii) were accepted by that filing officer and filed by that filing officer prior to January 1, 2021, and (iv) would, if they were delivered for filing on or after January 1, 2021, be required or permitted to be delivered to the Secretary of State for filing shall:

(1) remain in full force and effect until amended, restated, revoked, or otherwise altered by a filing instrument filed with the Secretary of State for that purpose; and

(2) not be affected as to their validity on or after January 1, 2021, solely by reason of the change of location of filings for similar filing instruments on or after January 1, 2021, to the office of the Secretary of State.

(b) A filing entity that has one or more filing instruments that are described in clauses (i) through (iv) of subsection (a) and that are not in the records of the Secretary of State, may, but is not required to, deliver to the Secretary of State for filing on or after January 1, 2021, a certificate of information. The certificate of information shall include the following information:

(1) the name of the entity;

(2) the type of entity;

(3) the date of formation of the entity;

(4) the unique identifying number or other designation assigned by the Secretary of State, if any;

(5) a list of all of the filing instruments known to the entity that are described in clauses (i) through (iv) of subsection (a) that are not in the records of the Secretary of State, which list must include the title of each filing instrument, the date of the filing of each filing instrument, and the filing officer with whom each filing instrument was delivered for filing;

(6) an attached certified copy of the certificate of formation then in effect if not in the records of the Secretary of State; and

(7) an attached certified copy of any other filing instruments of that entity then in effect that are not in the records of the Secretary of State that the entity determines to have in the records of the Secretary of State.
Ala. Code § 10A-3A-14.06 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-14.06
Section 10A-3A-14.06 Interstate Application
Status: in_force

A nonprofit corporation formed and existing under this chapter may conduct its activities and affairs, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction.
Ala. Code § 10A-30-1.14 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-1.14
Section 10A-30-1.14 Purchase of Membership or Shares of Former Member or Shareholder; Applicable to Professional Associations Formed Prior to January 1, 1984
Status: in_force

If the governing documents of a professional association fail to fix a price at which a professional association or its members or shareholders may purchase the membership or shares of a deceased, retired, expelled, or disqualified member or shareholder and if the governing documents do not otherwise provide, then the price for such share or shares or membership shall be the book value of such share or shares or membership at the end of the month immediately preceding the death or disqualification of the member or shareholder. Book value shall be determined by an independent certified accountant employed for such purpose from the books and records of the professional association by the regular method of accounting employed by the professional association. The determination by the certified public accountant of book value shall be conclusive on the professional association and its members or shareholders.
Ala. Code § 10-3A-40 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-40
Section 10-3A-40 Action by Members or Directors Without Meeting
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-13.20 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-13.20
Section 10A-2-13.20 Notice of Dissenters’ Rights
Status: reserved

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

(a) If proposed corporate action creating dissenters’ rights under Section 10A-2-13.02 is submitted to a vote at a shareholders’ meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters’ rights under this article and be accompanied by a copy of this article.

(b) If corporate action creating dissenters’ rights under Section 10A-2-13.02 is taken without a vote of shareholders, the corporation shall (1) notify in writing all shareholders entitled to assert dissenters’ rights that the action was taken; and (2) send them the dissenters’ notice described in Section 10A-2-13.22.
Ala. Code § 10-4-404 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-404
Section 10-4-404 Reservation of Power of Legislature
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-9.03 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-9.03
Section 10A-3A-9.03 Amendment of Certificate of Incorporation of Membership Nonprofit Corporation After Members Have Been Admitted
Status: in_force

If a membership nonprofit corporation has admitted any members, an amendment to the certificate of incorporation shall be adopted in the following manner:

(a) The proposed amendment shall first be adopted by the board of directors.

(b) Except as provided in subsection (g) and Sections 10A-3A-9.07 and 10A-3A-9.08, the amendment shall then be approved by the members entitled to vote on the amendment. In submitting the proposed amendment to the members for approval, the board of directors shall recommend that the members approve the amendment, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must inform the members of the basis for that determination.

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

(d) If the amendment is required to be approved by the members, and the approval is to be given at a meeting, the membership nonprofit corporation shall notify each member entitled to vote on the amendment of the meeting of members at which the amendment is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the amendment. The notice must contain or be accompanied by a copy of the amendment.

(e) Unless the certificate of incorporation, or the board of directors acting pursuant to subsection (c), requires a greater vote or a greater quorum, approval of the amendment requires the approval of the members at a meeting at which a quorum consisting of a majority of the votes entitled to be cast on the amendment exists, and, if any class of members is entitled to vote as a separate group on the amendment, except as provided in Section 10A-3A-9.04(d), the approval of each separate voting group at a meeting at which a quorum of the voting group exists consisting of a majority of the votes entitled to be cast on the amendment by that voting group.

(f) In addition to the adoption and approval of an amendment by the board of directors and members as required by this section, an amendment must also be approved by a person or group of persons, if any, whose approval is required by the certificate of incorporation in accordance with Section 10A-3A-9.30.

(g) Unless the certificate of incorporation provides otherwise, the board of directors of a membership nonprofit corporation may adopt amendments to the membership nonprofit corporation’s certificate of incorporation without approval of the members to:

(1) extend the duration of the membership nonprofit corporation if it was incorporated at a time when limited duration was required by law;

(2) delete the names and addresses of the incorporators or initial directors;

(3) delete 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;

(4) delete a class of members from the certificate of incorporation when there are no members in that class; or

(5) change the membership nonprofit corporation name, provided that the name complies with Article 5 of Chapter 1.
Ala. Code § 10-9A-41 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-41
Section 10-9A-41 Voting
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-17-1.18 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-1.18
Section 10A-17-1.18 Uniformity of Application and Construction
Status: in_force

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
Ala. Code § 10A-2-10.01 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-10.01
Section 10A-2-10.01 Authority to Amend Articles of Incorporation
Status: reserved

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

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

(b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
Ala. Code § 10-14-1 — Alabama Code / Title 10 / Chapter 14 / Section 10-14-1
Section 10-14-1 Short Title
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-7.21 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.21
Section 10A-2A-7.21 Voting Entitlement of Stock
Status: in_force

(a) Except as provided in subsections (b) and (d) or unless the certificate of incorporation provides otherwise, each outstanding share of stock, regardless of class or series, is entitled to one vote on each matter voted on at a stockholders’ meeting. Only stock is entitled to vote.

(b) Stock of a corporation is not entitled to vote if it is owned by or otherwise belongs to the corporation directly, or indirectly through an entity of which a majority of the voting power is held directly or indirectly by the corporation or which is otherwise controlled by the corporation.

(c) Stock held by the corporation in a fiduciary capacity for the benefit of any person is entitled to vote unless it is held for the benefit of, or otherwise belongs to, the corporation directly, or indirectly through an entity of which a majority of the voting power is held directly or indirectly by the corporation or which is otherwise controlled by the corporation.

(d) Redeemable stock is not entitled to vote after delivery of written notice of redemption is effective and a sum sufficient to redeem the stock has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the stock.

(e) For purposes of this section, “voting power” means the current power to vote in the election of directors of a corporation or to elect, select, or appoint governing persons of another entity.
Ala. Code § 10A-9-3.06 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-3.06
Section 10A-9-3.06 Person Erroneously Believing Self to Be Limited Partner
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-8A-4.10 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-4.10
Section 10A-8A-4.10 Right of Partner and Former Partner to Information. (Amended by 2026-495)
Status: in_force

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

(a) Subject to subsection (f), a partner, without having any particular purpose for seeking the information, may inspect and copy during regular hours at a reasonable location specified by the partnership, required information and any other records maintained by the partnership regarding the partnership’s business or not for profit activity and financial condition.

(b) Subject to subsection (f), each partner and the partnership shall furnish to a partner:

(1) without demand, any information concerning the partnership’s business or not for profit activity reasonably required for the proper exercise of the partner’s rights and duties under the partnership agreement or this chapter; and

(2) on demand, any other information concerning the partnership’s business or not for profit activity, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

(c) Subject to subsections (e) and (f), on 10 days’ demand made in a writing received by the partnership, a person dissociated as a partner may have access to the information and records described in subsection (a) at the location specified in subsection (a) if:

(1) the information or writing pertains to the period during which the person was a partner;

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

(3) it is determined that:

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

(ii) the person’s demand describes with reasonable particularity the information sought and the purpose for seeking the information; and

(iii) the information sought is directly connected to the person’s purpose.

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

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

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

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

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

(e) If a partner dies, Section 10A-8A-5.04 applies.

(f) In addition to any restriction or condition stated in its partnership agreement, a partnership, as to a matter within the ordinary course of its business or not for profit activity, may:

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

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

In any dispute concerning the reasonableness of a restriction under this subsection, the partnership has the burden of proving reasonableness.

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

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

(i) The rights under this section do not extend to a person as transferee, but the rights under subsection (c) of a person dissociated as a partner may be exercised by the legal representative of an individual who dissociated as a partner under Section 10A-8A-6.01(6).

(j) Any partner who, without reasonable cause, refuses to allow any partner or person dissociated as a partner, or his or her agent or attorney to inspect or copy any records of the partnership to which such partner or person dissociated as a partner is entitled under this section, shall be personally liable to the partner or person dissociated as a partner for a penalty in an amount not to exceed 10 percent of the fair market value of the transferable interest of the partner or person dissociated as a partner, in addition to any other damages or remedy.
Ala. Code § 10-2B-10.07 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-10.07
Section 10-2B-10.07 Restated Articles of Incorporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-5.06 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-5.06
Section 10A-9A-5.06 Distribution in Kind
Status: in_force

A partner does not have a right to demand and receive a distribution from a limited partnership in any form other than money. Except as otherwise provided in Section 10A-9A-8.09(c), a limited 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-3.02 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-3.02
Section 10A-2A-3.02 General Powers
Status: in_force

Unless its certificate of incorporation provides otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including all entity powers provided in Section 10A-1-2.11, Section 10A-1-2.12, and Section 10A-1-2.13.
Ala. Code § 10A-2-7.01 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-7.01
Section 10A-2-7.01 Annual 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 shall hold a meeting of shareholders annually at a time stated or fixed in accordance with the bylaws.

(b) Annual shareholders’ meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation’s principal office.

(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation’s bylaws does not affect the validity of any corporate action.
Ala. Code § 10-2B-1.21 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-1.21
Section 10-2B-1.21 Forms
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-4.01 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-4.01
Section 10A-1-4.01 Filing Instrument Requirements
Status: in_force

(a) A filing instrument must:

(1) be typewritten, printed, or electronically transmitted. If a filing instrument is electronically transmitted, the filing instrument shall be in a format that can be retrieved or reproduced in typewritten or printed form.

(2) be in the English language. A name may be in a language other than English if written in English letters or Arabic or Roman numerals. A filing instrument not in English shall be accompanied by an English translation reasonably authenticated to the satisfaction of the filing officer. If a filing instrument is not in English but is accompanied by an English translation authenticated to the satisfaction of the filing officer, then the filing instrument and the English translation shall collectively be considered one filing instrument, however, for all purposes of the laws of this state, the English translation shall govern.

(3) be signed by the person or persons required by this title or the applicable chapter to execute, and to verify, if required by the applicable chapter, the filing instrument; and

(4) if delivered to the Secretary of State for filing, state the unique identifying number or other designation as assigned by the Secretary of State to the entity or entities referenced in the filing instrument if a unique identifying number or other designation has been assigned; and

(5) be delivered to the filing officer for filing. Delivery may be made in person, by mail, by courier, or if delivered to the Secretary of State, by electronic transmission, and if delivered to a filing officer other than the Secretary of State, by electronic transmission if permitted by that filing officer. If the filing instrument is filed in typewritten or printed form and not transmitted electronically, the filing officer may require up to two exact or conformed copies be delivered with the filing instrument.

(b) A filing instrument must comply with all provisions of this title.

(c) A filing instrument that provides for the name of an entity, the change of the name of an entity, the reinstatement of an entity, or otherwise affects the name of an entity, must comply with Article 5 of this chapter.

(d) A person authorized by this title to sign a filing instrument for an entity is not required to show evidence of the person’s authority as a requirement for filing.

(e) The execution of a filing instrument constitutes an affirmation by each person executing the instrument that the facts therein are true, under penalties for perjury prescribed by Section 13A-10-103 or its successor.

(f) If a person required by this title to sign a writing or deliver a writing to a filing officer for filing under this title does not do so, any other person that is aggrieved by that failure may petition the designated court, and if none, the circuit court for the county in which the entity’s principal office is located in this state, and if none in this state, the circuit court for the county in which the entity’s most recent registered office is located, to order:

(1) the person to sign the writing;

(2) the person to deliver the writing to the filing officer for filing; or

(3) the filing officer to file the writing unsigned.

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

(h) A writing filed unsigned pursuant to subsection (f) is effective without being signed.

(i) A court may award reasonable expenses, including reasonable attorneys’ fees, to the party or parties who prevail, in whole or in part, with respect to any claim made under subsection (f).
Ala. Code § 10A-5A-10.04 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-10.04
Section 10A-5A-10.04 Effect of Conversion
Status: in_force

(a) When a conversion takes effect:

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

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

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

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

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

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

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

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

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

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

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

(b) A converted organization that is a foreign entity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting limited liability company, or series thereof, is liable if, before the conversion, the converting limited liability company was subject to suit in this state on the debt, obligation, or other liability. If a converted organization that is a foreign entity fails to designate or maintain a registered agent, or the designated registered agent cannot with reasonable diligence be served, then service of process on that converted organization for the purposes of enforcing a debt, obligation, or other liability under this subsection may be made in the same manner and has the same consequences as provided in Section 10A-1-5.35.
Ala. Code § 10-2B-10.02 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-10.02
Section 10-2B-10.02 Amendment by Board of Directors
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-902 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-902
Section 10-9C-902 Application for Certificate of Authority
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-12-23 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-23
Section 10-12-23 Limited Liability Company Property
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-12-37 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-37
Section 10-12-37 (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.) Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-13.21 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-13.21
Section 10A-2A-13.21 Notice of Intent to Demand Payment and Consequences of Voting or Consenting
Status: in_force

(a) If a corporate action specified in Section 10A-2A-13.02(a) is submitted to a vote at a stockholders’ meeting, a stockholder who wishes to assert appraisal rights with respect to any class or series of stock:

(1) shall deliver to the corporation, before the vote is taken, written notice of the stockholder’s intent to demand payment if the proposed action is effectuated; and

(2) shall not vote, or cause or permit to be voted, any stock of the class or series in favor of the proposed action.

(b) If a corporate action specified in Section 10A-2A-13.02(a) is to be approved by written consent, a stockholder who wishes to assert appraisal rights with respect to any class or series of stock shall not sign a consent in favor of the proposed action with respect to that class or series of stock.

(c) If a corporate action specified in Section 10A-2A-13.02(a) does not require stockholder approval pursuant to Section 10A-2A-11.04(j), a stockholder who wishes to assert appraisal rights with respect to any class or series of stock (i) shall deliver to the corporation before the stock is purchased pursuant to the offer written notice of the stockholder’s intent to demand payment if the proposed action is effected; and (ii) shall not tender, or cause or permit to be tendered, any stock of the class or series in response to the offer.

(d) A stockholder who fails to satisfy the requirements of subsection (a), (b), or (c) is not entitled to payment under this Article 13.
Ala. Code § 10A-3A-7.06 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-7.06
Section 10A-3A-7.06 Waiver of Notice
Status: in_force

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

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

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

(2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
Ala. Code § 10-3A-182 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-182
Section 10-3A-182 Withdrawal of Foreign Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8-1.03 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-1.03
Section 10A-8-1.03 Knowledge and Notice
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10-8A-806 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-806
Section 10-8A-806 Partner’s Liability to Other Partners After Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-4.08 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-4.08
Section 10A-9-4.08 General Standards of General Partner’s Conduct
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-3A-20 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-20
Section 10-3A-20 General Powers
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-155 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-155
Section 10-3A-155 Filing of Order of Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-14-5 — Alabama Code / Title 10 / Chapter 14 / Section 10-14-5
Section 10-14-5 Corporate Name
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-3.03 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-3.03
Section 10A-9A-3.03 No Liability as Limited Partner for Limited Partnership Obligation
Status: in_force

A debt, obligation, or other liability of a limited partnership, whether arising in contract, tort, or otherwise, is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership.
Ala. Code § 10-3A-183 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-183
Section 10-3A-183 Filing of Application for Withdrawal
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-16.03 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-16.03
Section 10A-2-16.03 Scope of Inspection Right
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’s agent or attorney has the same inspection and copying rights as the shareholder he or she represents.

(b) The right to copy records under Section 10A-2-16.02 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.

(c) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of reproduction of the records.

(d) The corporation may comply with a shareholder’s demand to inspect the record of shareholders under Section 10A-2-16.02(b) by providing him or her with a list of its shareholders that was compiled no earlier than the date of the shareholder’s demand.
Ala. Code § 10-9C-501 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-501
Section 10-9C-501 Form of Contribution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-4.21 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-4.21
Section 10A-1-4.21 Corrections of Filings. (Amended by 2026-495)
Status: in_force

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

(a) A filing instrument that has been filed with a filing officer that is an inaccurate record of the event or transaction evidenced in the instrument, that contains an inaccurate or erroneous statement, or that was defectively or erroneously signed, sealed, acknowledged, or verified may be corrected by filing a certificate of correction.

(b) A certificate of correction must be signed by the person authorized by this title to act on behalf of the entity.
Ala. Code § 10A-8A-3.05 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-3.05
Section 10A-8A-3.05 Partnership Liable for Partner’s Actionable Conduct
Status: in_force

(a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business or not for profit activity of the partnership or with authority of the partnership.

(b) If, in the ordinary course of business or not for profit activity of the partnership’s business or not for profit activity, or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
Ala. Code § 10A-2-8.11 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.11
Section 10A-2-8.11 Compensation 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.

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
Ala. Code § 10A-20-16.02 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-16.02
Section 10A-20-16.02 Definitions
Status: in_force

The following terms shall have the following respective meanings for the purposes of this chapter:

(1) OFFICER. Any officer, director, trustee, partner, manager, member, and governing person and other member of the governing authority of a qualified entity who does not receive compensation for serving in such capacity. A per diem amount of not more than three hundred dollars ($300) per day and actual, reasonable, and necessary expenses shall not constitute compensation for the purposes of this article. Provided, however, that the immunity granted herein shall not extend to officers, directors, trustees, partners, managers, or members of any board, authority, or commission dealing with pari-mutuel betting, gambling, or games of chance.

(2) QUALIFIED ENTITY.

a. Any nonprofit corporation, association, or organization which is exempt from federal income taxation under Section 501(c) of the Internal Revenue Code of 1986, as amended;

b. Any nonprofit corporation, association, or organization which is organized pursuant to Section 10A-4-1.01, et seq.;

c. Any organization organized under Sections 22-51-1, 22-51-2, 22-51-3, 22-51-4, 22-51-5, 22-51-6, 22-51-7, 22-51-8, 22-51-9, 22-51-10, 22-51-11, 22-51-12, 22-51-13, and 22-51-14;

d. Any self-insured fund established pursuant to Section 11-26-1, 11-26-2, 11-30-2, or 25-5-9, provided, however, this chapter shall not apply to any self-insured employer operating under Section 25-5-8; and

e. Any board, authority, or commission the members of which are appointed by the governing body or bodies of any county or municipality, or by the Governor or other constitutional officer or member of the Legislature pursuant to legislative or constitutional authorization, or the members of which are constitutionally or legislatively delegated.
Ala. Code § 10A-5A-4.09 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-4.09
Section 10A-5A-4.09 Records to Be Kept; Right of Members and Dissociated Members to Information. (Amended by 2026-495)
Status: in_force

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

Notwithstanding Sections 10A-1-3.32 and 10A-1-3.33:

(a) Each limited liability company shall maintain the following records:

(1) A current list of the full name and last known business or residence street address of each member.

(2) A copy of the filed certificate of formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any documents have been executed.

(3) Copies of the limited liability company’s federal, state, and local income tax returns and reports, if any, for the three most recent years.

(4) Copies of the then effective limited liability company agreement including any amendments thereto.

(5) Copies of any financial statements of the limited liability company for the three most recent years.

(b) Subject to subsection (g), on 10 days’ notice made in a writing received by the limited liability company, the records set forth in subsection (a) above, and any other books and records of the limited liability company, wherever situated, are subject to inspection and copying for any proper purpose by any member or the member’s agent or attorney during regular business hours. Subject to subsection (g), any person with the authority to bind the limited liability company under Section 10A-5A-3.02 and any person with the authority to direct and oversee the activities and affairs of a limited liability company who, without reasonable cause, refuses to allow any member or the member’s agent or attorney to inspect or copy any books or records of the limited liability company for any proper purpose shall be personally liable to the member for a penalty in an amount not to exceed 10 percent of the fair market value of the transferable interest of the member, in addition to any other damages or remedy.

(c) Subject to subsection (g), on 30 days’ notice made in a writing received by a limited liability company, a dissociated member may inspect and copy, during regular business hours, at a reasonable location specified by the limited liability company, any record maintained by the limited liability company, to the extent the information pertains to the period during which the person was a member, was material to the person’s rights and duties under the limited liability company agreement or this chapter when the person was a member, and the person seeks the information in good faith and for a proper purpose.

(d) A limited liability company may charge a person that makes a demand under this section the reasonable costs of labor and material for copying.

(e) A member or dissociated member may exercise rights under this section through an agent or attorney, or in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the limited liability company agreement or under subsection (g) applies both to the agent, attorney, or legal representative and to the member or dissociated member.

(f) The rights under this section do not extend to a transferee.

(g)(1) In addition to any restriction or condition stated in its limited liability company agreement, a limited liability company, as a matter within the ordinary course of its activities and affairs, may:

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

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

(2) In any dispute concerning the reasonableness of a restriction under this subsection, the limited liability company has the burden of proving reasonableness.
Ala. Code § 10-8A-1008 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-1008
Section 10-8A-1008 Effect of Failure of Foreign Registered Limited Liability Partnership to Register
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-12.02 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-12.02
Section 10A-2-12.02 Sale of Assets Other Than in Regular Course of Business
Status: reserved

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

(a) Subject to the limitations of the Constitution of Alabama of 1901, as the same may be amended from time to time, a corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without the good will, otherwise than in the usual and regular course of business on the terms and conditions and for the consideration determined by the corporation’s board of directors, if the board of directors proposes and its shareholders approve the proposed transaction.

(b) For a transaction to be authorized:

(1) The board of directors must recommend the proposed transaction to the shareholders unless the board of directors determines that because of a conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction; and

(2) The shareholders entitled to vote must approve the transaction.

(c) Subject to the corporation’s articles of incorporation, the board of directors may condition its submission of the proposed transaction on any basis, except that the board of directors may not decrease the vote required for approval under subsection (e).

(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with Section 10A-2-7.05. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, the property of the corporation and contain or be accompanied by a description of the transaction.

(e) Unless the articles of incorporation require a greater or lesser vote or a vote by voting groups, or the board of directors, acting pursuant to subsection (c), requires a greater vote or a vote by voting groups, the transaction to be authorized must be approved by each voting group entitled to vote separately on the transaction by two thirds of all the votes entitled to be cast on the transaction by that voting group; but in no case may the vote required for shareholder approval be set at less than a majority of all the votes entitled to be cast on the transaction by each voting group.

(f) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further shareholder action.

(g) A transaction that constitutes a distribution is governed by Section 10A-2-6.40 and not by this section.
Ala. Code § 10A-9-1.06 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-1.06
Section 10A-9-1.06 Governing Law
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-5-4 — Alabama Code / Title 10 / Chapter 5 / Section 10-5-4
Section 10-5-4 Condemnation of Ways and Rights-of-Way by Companies Constructing, Operating or Maintaining Internal Improvement or Public Utility
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-13-22 — Alabama Code / Title 10 / Chapter 13 / Section 10-13-22
Section 10-13-22 Share Tax Exemption
Status: reserved

Repealed by Act 2000-705, § 5, 2000 Regular Session, effective May 23, 2000.
Ala. Code § 10A-9A-8.02 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-8.02
Section 10A-9A-8.02 Effect of Dissolution
Status: in_force

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

(1) collecting its assets;

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

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

(4) distributing its remaining property in accordance with Section 10A-9A-8.09; and

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

(b) In winding up its activities and affairs, a limited partnership may:

(1) deliver for filing a statement of dissolution to the Secretary of State setting forth:

(A) The name of the limited partnership;

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

(C) That the limited partnership has dissolved;

(D) The name and street mailing address of the general partner who will be winding up the affairs of the limited partnership pursuant to Section 10A-9A-8.03(a), and if none, the name and street address of the person appointed pursuant to Section 10A-9A-8.03(b) or (c) to wind up the activities and affairs of the limited partnership; and

(E) Any other information the limited partnership deems appropriate;

(2) preserve the limited partnership’s activities and affairs and property as a going concern for a reasonable time;

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

(4) transfer the limited partnership’s assets;

(5) resolve disputes by mediation or arbitration; and

(6) merge or convert in accordance with Article 10 of this chapter or Article 8 of Chapter 1.

(c) The dissolution of a limited partnership does not:

(1) transfer title to the limited partnership’s property;

(2) prevent the commencement of a proceeding by or against the limited partnership in its limited partnership name;

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

(4) terminate the authority of its registered agent; or

(5) abate, suspend, or otherwise alter the application of Sections 10A-9A-3.03 and 10A-9A-4.04(b) and (c).

(d) A statement of dissolution shall be deemed to be a filing instrument under Chapter 1.
Ala. Code § 10A-8-4.04 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-4.04
Section 10A-8-4.04 General Standards of Partner’s Conduct
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 § 10-4-383 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-383
Section 10-4-383 Purposes for Which Professional Corporations May Be Organized
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-39 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-39
Section 10-3A-39 Place and Notice of Directors’ Meetings; Committee Meetings
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-1.48 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-1.48
Section 10A-2A-1.48 Action on Ratification
Status: in_force

(a) The quorum and voting requirements applicable to a ratifying action by the board of directors under Section 10A-2A-1.47(a) shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time the ratifying action is taken.

(b) If the ratification of the defective corporate action requires approval by the stockholders under Section 10A-2A-1.47(c), and if the approval is to be given at a meeting, the corporation shall notify each holder of valid and putative stock, regardless of whether entitled to vote of (i) the date of the action by the board of directors under Section 10A-2A-1.47(a), which shall be the record date, and (ii) the date of the occurrence of the defective corporate action, provided that notice shall not be required to be given to holders of valid or putative stock whose identities or addresses for notice cannot be determined from the records of the corporation. The notice must state that the purpose, or one of the purposes, of the meeting, is to consider ratification of a defective corporate action and must be accompanied by (i) either a copy of the action taken by the board of directors in accordance with Section 10A-2A-1.47(a) or the information required by Section 10A-2A-1.47(a)(1) through (a)(4), and (ii) a statement that any claim that the ratification of the defective corporate action and any putative stock issued as a result of the defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within 120 days from the applicable validation effective time.

(c) Except as provided in subsection (d) with respect to the voting requirements to ratify the election of a director, the quorum and voting requirements applicable to the approval by the stockholders required by Section 10A-2A-1.47(c) shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time of the stockholder approval.

(d) The approval by stockholders to ratify the election of a director requires that the votes cast within the voting group favoring the ratification exceed the votes cast opposing the ratification of the election at a meeting at which a quorum is present.

(e) Putative stock on the date of the action by the board of directors under Section 10A-2A-1.47(a) (and without giving effect to any ratification of putative stock that becomes effective as a result of the vote) shall neither be entitled to vote nor counted for quorum purposes in any vote to approve the ratification of any defective corporate action.

(f) If the approval under this section of putative stock would result in an overissue, in addition to the approval required by Section 10A-2A-1.47, approval of an amendment to the certificate of incorporation under Article 10 to increase the number of shares of stock of an authorized class or series or to authorize the creation of a class or series of stock so there would be no overissue shall also be required.
Ala. Code § 10A-2-7.03 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-7.03
Section 10A-2-7.03 Court-Ordered 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) The circuit court of the county where a corporation’s principal office, or, if none in this state, its registered office, is located may summarily order a meeting to be held:

(1) On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of 12 months after the end of the fiscal year or 15 months after its last annual meeting; or

(2) On application of a shareholder who signed a demand for a special meeting valid under Section 10A-2-7.02, if:

(i) Notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation’s president or secretary; or

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

(b) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.
Ala. Code § 10A-9A-8.03 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-8.03
Section 10A-9A-8.03 Right to Wind Up Activities and Affairs
Status: in_force

(a) If a dissolved limited partnership has a general partner or general partners that have not dissociated, that general partner or those general partners shall wind up the activities and affairs of the limited partnership and shall have the powers set forth in Section 10A-9A-8.04.

(b) If a dissolved limited partnership does not have a general partner, a person or persons to wind up the dissolved limited partnership’s activities and affairs may be appointed by the consent of a majority of the limited partners.

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

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

(2) on application of a partner or transferee, if the limited partnership does not have a general partner and within a reasonable time following the dissolution no person having the authority to wind up the activities and affairs of the limited partnership has been appointed pursuant to subsection (b);

(3) on application of a partner or transferee, if the limited partnership does not have a general partner and within a reasonable time following the dissolution the person appointed pursuant to subsection (b) is not winding up the activities and affairs of the limited partnership; or

(4) in connection with a proceeding under Section 10A-9A-8.01(f).

(d) A person appointed under subsection (b) or (c) is not a general partner but:

(1) has the powers of a general partner under Section 10A-9A-8.04 but is not liable for the debts, liabilities, and other obligations of the limited partnership solely by reason of having or exercising those powers or otherwise acting to wind up the activities and affairs of the dissolved limited partnership; and

(2) shall promptly deliver for filing a statement of dissolution to the Secretary of State setting forth the items listed in Section 10A-9A-8.02(b)(1) and the following:

(A) that the limited partnership does not have a general partner;

(B) the name and street mailing address of each person that has been appointed to wind up the activities and affairs of the limited partnership;

(C) that each person has been appointed pursuant to this subsection to wind up the activities and affairs of the limited partnership; and

(D) pursuant to this section, that each person has the powers of a general partner under Section 10A-9A-8.04 but is not liable for the debts, liabilities, and other obligations of the limited partnership solely by reason of having or exercising those powers or otherwise acting to wind up the activities and affairs of the dissolved limited partnership.
Ala. Code § 10-3A-101 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-101
Section 10-3A-101 Procedure for Consolidation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-30-2.06 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-2.06
Section 10A-30-2.06 Corporate Option Where a Restriction on Transfer of Shares Is Held Invalid; Applicable to Corporations Formed as Close Corporations or Electing Close Corporation Status Prior to January 1, 1995
Status: in_force

If a restriction on transfer of shares of a close corporation is held not to be authorized by the Alabama Business Corporation Law, the corporation shall nevertheless have an option for a period of 30 days after the judgment setting aside the restriction becomes final, to acquire the restricted shares at a price which is agreed upon by the parties or if no agreement is reached as to price, then at the fair value as determined by the circuit court of the county in which the corporation has its registered office or any court in such place having jurisdiction. In order to determine fair value, the court may appoint an appraiser to receive evidence and report to the court his or her findings and recommendation as to fair value. The appraiser shall have such powers and shall proceed, so far as applicable, in the same manner as appraisers appointed under Article 13 of Chapter 2A.
Ala. Code § 10-9C-1111 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1111
Section 10-9C-1111 Liability of General Partner 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-9-1.13 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-1.13
Section 10A-9-1.13 Dual Capacity
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-9C-701 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-701
Section 10-9C-701 Partner’s Transferable Interest
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-5A-7.09 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-7.09
Section 10A-5A-7.09 Limited Liability Company Name Upon Reinstatement
Status: in_force

The name of a limited liability company following reinstatement shall be determined as follows:

(a) If the limited liability company remains in the Secretary of State’s records as a limited liability company which has not been dissolved, then the name of the limited liability company following reinstatement shall be that limited liability company name at the time of reinstatement.

(b) If the limited liability company is listed in the Secretary of State’s records as a limited liability company that has been dissolved, then the name of a limited liability company following reinstatement shall be that limited liability company name at the time of reinstatement if that limited liability company name complies with Article 5 of Chapter 1 at the time of reinstatement. If that limited liability company name does not comply with Article 5 of Chapter 1, the name of the limited liability company following reinstatement shall be that limited liability company name followed by the word “reinstated.”

(c) A limited liability company shall not be required to file a statement of dissolution in order to retain or obtain the name of the limited liability company.
Ala. Code § 10A-2A-6.01 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-6.01
Section 10A-2A-6.01 Authorized Stock
Status: in_force

(a) The certificate of incorporation must set forth any classes of stock and series of stock within a class, and the number of shares of stock of each class and series, that the corporation is authorized to issue. If more than one class or series of stock is authorized, the certificate of incorporation must prescribe a distinguishing designation for each class or series and, before the issuance of stock of a class or series, describe the terms, including the preferences, rights, and limitations, of that class or series. Except to the extent varied as permitted by this section, all shares of stock of a class or series must have terms, including preferences, rights, and limitations, that are identical with those of other shares of stock of the same class or series.

(b) The certificate of incorporation must authorize:

(1) one or more classes or series of stock that together have full voting rights, and

(2) one or more classes or series of stock (which may be the same class, classes, or series as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.

(c) The certificate of incorporation may authorize one or more classes or series of stock that:

(1) have special, conditional, or limited voting rights, or no right to vote, except to the extent otherwise provided by this chapter;

(2) are redeemable or convertible as specified in the certificate of incorporation:

(i) at the option of the corporation, the stockholder, or another person or upon the occurrence of a specified event;

(ii) for cash, indebtedness, securities, or other property; and

(iii) at prices and in amounts specified or determined in accordance with a formula;

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

(4) have preference over any other class or series of stock with respect to distributions, including distributions upon the dissolution of the corporation.

(d) Terms of stock may be made dependent upon facts objectively ascertainable outside the certificate of incorporation in accordance with Section 10A-2A-1.20(c).

(e) Any of the terms of stock may vary among holders of the same class or series so long as those variations are expressly set forth in the certificate of incorporation.

(f) The description of the preferences, rights, and limitations of classes or series of stock in subsection (c) is not exhaustive.

(g) The certificate of incorporation may authorize the board of directors, without stockholder approval, to adopt resolutions, prepare and deliver certificates and certificates of designation to the Secretary of State, and take any other actions described in Section 10A-2A-6.02.
Ala. Code § 10A-17-1.03 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-1.03
Section 10A-17-1.03 Supplementary General Principles of Law and Equity
Status: in_force

Principles of law and equity supplement this chapter unless specifically displaced by a particular provision of it.
Ala. Code § 10A-3-2.11 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-2.11
Section 10A-3-2.11 Quorum of Directors
Status: in_force

(a) A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the certificate of formation, shall constitute a quorum for the transaction of business, unless otherwise provided in the governing documents of the nonprofit corporation; but in no event shall a quorum consist of less than one-third of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by this title or this chapter or by the nonprofit corporation’s governing documents.

(b) If a quorum is present when the meeting is convened, the directors present may continue to do business, taking action by a vote of a majority of a quorum as fixed above, until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum as fixed above, or the refusal of any director present to vote.
Ala. Code § 10-9A-166 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-166
Section 10-9A-166 Transaction of Business Without Registration
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-8A-906 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-906
Section 10-8A-906 Effect of Merger
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-1.01 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-1.01
Section 10A-9-1.01 Short Title
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-2-8.32 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.32
Section 10A-2-8.32 Depreciating Stocks or Bonds of Corporation with Intent to Buy
Status: reserved

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

No president, director, or managing officer of any corporation, by whatsoever name or title he or she may be known or called, shall do or omit to do any act, or shall make any declaration or statement in writing, or otherwise, with the intent to depreciate the market value of the stock or bonds of the corporation, and with the further intent to enable the president, director, or other managing officer, or any other person, to buy any stock or bonds at less than the real value thereof.
Ala. Code § 10-2B-6.30 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-6.30
Section 10-2B-6.30 Shareholders’ Preemptive Rights
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-1.01 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-1.01
Section 10A-2-1.01 Short Title and Applicability
Status: reserved

Repealed by Act 2019-94, §3, effective January 1, 2021.
Ala. Code § 10A-8A-9.05 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-9.05
Section 10A-8A-9.05 Effect of Conversion
Status: in_force

(a) When a conversion takes effect:

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

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

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

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

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

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

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

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

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

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

(11) If the Secretary of State has assigned a unique identifying number or other designation to the converting organization and

(i) the converted organization is formed pursuant to, or its internal affairs are governed by, the laws of this state or

(ii) the converted organization is, within 30 days after the effective date of the conversion, registered to transact business in this state, then that unique identifying number or other designation shall continue to be assigned to the converted organization.

(b) A converted organization that is a foreign entity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting partnership is liable if, before the conversion, the converting partnership was subject to suit in this state on the debt, obligation, or other liability. If a converted organization that is a foreign entity fails to designate or maintain a registered agent, or the designated registered agent cannot with reasonable diligence be served, then service of process on that converted organization for the purposes of enforcing a debt, obligation, or other liability under this subsection may be made in the same manner and has the same consequences as provided in Section 10A-1-5.35.
Ala. Code § 10A-5A-11.14 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-11.14
Section 10A-5A-11.14 Application of Assets in Winding Up Series’ Activities and Affairs
Status: in_force

Upon the winding up of a series, the assets of the series shall be applied as follows:

(a) Payment, or adequate provision for payment, shall be made to creditors of the series, including, to the extent permitted by law, members who are associated with the series and who are also creditors of the series, in satisfaction of liabilities of the series.

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

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

(2) then to each person owning a transferable interest associated with that series in the proportions in which the owners of transferable interests associated with that series share in distributions prior to the dissolution of the series.

(c) If the series does not have sufficient surplus to comply with subsection (b)(1), any surplus must be distributed among the owners of transferable interests associated with that series in proportion to the value of their respective unreturned contributions.
Ala. Code § 10A-9A-4.08 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-4.08
Section 10A-9A-4.08 General Standards of General Partner’s Conduct
Status: in_force

(a) The duties that a general partner has to the limited 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 general partner’s duty of loyalty to the limited partnership and to the other partners includes each of the following:

(1) to account to the limited partnership and to hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct or winding up of the limited partnership’s activities and affairs or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity;

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

(3) to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership’s activities and affairs.

(c) A general partner’s duty of care to the limited partnership and to the other partners in the conduct or winding up of the limited partnership’s activities and affairs includes refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

(d) A general partner shall discharge the duties to the limited 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 general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner’s conduct furthers the general partner’s own interest.
Ala. Code § 10A-3-4.03 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-4.03
Section 10A-3-4.03 Effect of Amendment on Existing Causes of Actions and Suits
Status: in_force

No amendment shall affect any existing cause of action in favor of or against a nonprofit corporation, or any pending suit to which a nonprofit corporation shall be a party, or the existing rights of persons other than members; and, in the event the corporate name shall be changed by amendment, no suit brought by or against a nonprofit corporation under its former name shall abate for that reason.
Ala. Code § 10A-2-7.25 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-7.25
Section 10A-2-7.25 Quorum and Voting Requirements for Voting Groups
Status: reserved

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

(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter, but in no event shall a quorum consist of less than one-third of the votes entitled to be cast on the matter by the voting group.

(b) Once a share is represented for any purpose at a meeting, it is, unless established to the contrary, presumed present for quorum purposes for the remainder of the meeting.

(c) If a quorum is present when a vote is taken, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Constitution of Alabama of 1901, as the same may be amended from time to time, the articles of incorporation, or this chapter require a greater number of affirmative votes.

(d) An amendment of articles of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) is governed by Section 10A-2-7.27.

(e) The election of directors is governed by Section 10A-2-7.28.
Ala. Code § 10A-3-2.07 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-2.07
Section 10A-3-2.07 Greater Voting Requirements
Status: in_force

Whenever, with respect to any action to be taken by the members or directors of a nonprofit corporation, the governing documents of the nonprofit corporation require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by this title or this chapter, the provisions of the governing documents shall control.
Ala. Code § 10A-21-2.15 — Alabama Code / Title 10A / Chapter 21 / Section 10A-21-2.15
Section 10A-21-2.15 Contracting with Local Authorities on Use of Public Roads and Places by Internal Improvement and Public Utility Corporations
Status: in_force

Street railway, gas, electric, and water companies and all other corporations, except railroads, formed for the purpose of constructing, operating, or maintaining any works of internal improvement or public utility in any county or municipal corporation may contract with the authorities of the county or municipal corporation in reference to the use of the streets, public roads, and other public places therein the manner of constructing and operating their lines or works, the public service they are to render, and the compensation they are to receive for the carriage of persons and property, for water, gas, electric light and power, or for any other commodity to be supplied or service rendered to the county or municipal corporation and the inhabitants thereof, which contract may be altered by mutual consent; but nothing in this section shall prevent any cities or towns from regulating, from time to time, the use of the streets and public places or requiring a change in the construction of the lines and works of the corporations, if necessary, whenever the public good or convenience requires.
Ala. Code § 10A-3A-1.27 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-1.27
Section 10A-3A-1.27 Judicial Proceedings Regarding Validity of Corporate Actions
Status: in_force

(a) Upon application by the nonprofit corporation, any successor entity to the nonprofit corporation, a director of the nonprofit corporation, any member (if applicable) of the nonprofit corporation, including any member as of the date of the defective corporate action ratified under Section 10A-3A-1.22, the person or group of persons (if applicable) specified in the certificate of incorporation, or any other person claiming to be substantially and adversely affected by a ratification under Section 10A-3A-1.22, the designated court, and if none, the circuit court for the county in which the nonprofit corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the nonprofit corporation’s most recent registered office, is located, may:

(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-3A-1.22;

(3) determine the validity of any putative membership interest; and

(4) modify or waive any of the procedures specified in Section 10A-3A-1.22 or Section 10A-3A-1.23 to ratify a defective corporate action.

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

(c) Service of process of the application under subsection (a) on the nonprofit corporation may be made in any manner provided by statute of this state or by rule of the applicable court for service on the nonprofit corporation, and no other party need be joined in order for the court to adjudicate the matter. In an action filed by the nonprofit corporation, the court may require notice of the action be provided to other persons specified by the court and permit those 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 membership interest 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 § 10-9C-503 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-503
Section 10-9C-503 Sharing of Distributions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-11.06 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-11.06
Section 10A-9A-11.06 Savings Clause
Status: in_force

This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect.
Ala. Code § 10A-9A-8.10 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-8.10
Section 10A-9A-8.10 Reinstatement After Dissolution
Status: in_force

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

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

(1) required for reinstatement under the partnership agreement; or

(2) if the partnership agreement does not state the consent required for reinstatement, sufficient for dissolution under the partnership agreement; or

(3) if the partnership agreement neither states the consent required for reinstatement nor for dissolution, sufficient for dissolution under this chapter;

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

(c) in the case of a limited partnership dissolved in a judicial proceeding initiated by one or more of the partners, the consent of each of those partners shall have been obtained and shall be included in the consent required by subsection (a); and

(d) the filing of a certificate of reinstatement in accordance with Section 10A-9A-8.11.
Ala. Code § 10A-8A-2.02 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-2.02
Section 10A-8A-2.02 Statement of Partnership; Statement of Not for Profit Partnership
Status: in_force

(a) A partnership other than a partnership that has an effective statement of not for profit partnership or an effective statement of limited liability partnership on file with the Secretary of State may deliver to the Secretary of State for filing a statement of partnership for the purpose of having its partnership agreement governed by the laws of this state in accordance with Section 10A-8A-1.06(d) and providing notice of its existence in accordance with Section 10A-8A-1.03(d)(1). A statement of partnership must contain all of the following:

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

(2) a statement that the partnership is governed by this chapter;

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

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

(5) a statement that the partnership was formed for the purpose of carrying on a for profit business;

(6) a statement that the partnership has two or more partners; and

(7) a statement that the partnership agreement is governed by the laws of this state, and if the partnership agreement is a written partnership agreement, a declaration that the written partnership agreement has a provision stating that the partnership agreement is governed by the laws of this state.

(b) A partnership other than a partnership that has an effective statement of partnership or an effective statement of limited liability partnership on file with the Secretary of State may deliver to the Secretary of State for filing a statement of not for profit partnership for the purpose of setting forth the partners’ intention to form a partnership to carry on a not for profit activity in accordance with Section 10A-8A-2.01(a)(2), having its partnership agreement governed by the laws of this state in accordance with Section 10A-8A-1.06(d), and providing notice of its existence in accordance with Section 10A-8A-1.03(d)(2). A statement of not for profit partnership must contain all of the following:

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

(2) the date that the partnership was formed pursuant to, or became governed by, the laws of this state;

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

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

(5) a statement that the partnership was formed for the purpose of carrying on a not for profit activity in accordance with Section 10A-8A-2.01(a)(2);

(6) a statement that the partnership has two or more partners; and

(7) a statement that the partnership agreement is governed by the laws of this state, and if the partnership agreement is a written partnership agreement, a declaration that the written partnership agreement has a provision stating that the partnership agreement is governed by the laws of this state.

(c) A statement of partnership and a statement of not for profit partnership may be amended or restated from time to time in accordance with Section 10A-1-4.26.

(d) A statement of partnership and a statement of not for profit partnership shall be executed by two or more partners authorized to execute the statement of partnership or statement of not for profit partnership.

(e) A statement of partnership and a statement of not for profit partnership shall be accompanied by a fee for the Secretary of State in the amount prescribed by Section 10A-1-4.31.

(f) If a partnership complies with this section, the Secretary of State shall file the statement of partnership or the statement of not for profit partnership, as applicable.

(g) A statement of partnership or a statement of not for profit partnership, as applicable, takes effect as determined under Article 4 of Chapter 1.

(h) A partnership that has filed a statement of partnership is for all purposes the same entity that existed before the statement of partnership was filed and continues to be a partnership under the laws of this state.

(i) A statement of partnership and a statement of not for profit partnership are filing instruments for the purposes of Chapter 1.
Ala. Code § 10-9C-502 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-502
Section 10-9C-502 Liability for Contribution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-12-42 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-42
Section 10-12-42 Articles of Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-12.01 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-12.01
Section 10A-2A-12.01 Disposition of Assets Not Requiring Stockholder Approval
Status: in_force

(a) No approval of the stockholders is required, unless the certificate of incorporation otherwise provides:

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

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

(3) to transfer any or all of the corporation’s assets to one or more corporations, foreign corporations, or other entities all of the stock or interests of which are owned by the corporation; or

(4) to distribute assets pro rata to the holders of one or more classes or series of the corporation’s stock.

(b) Without limiting the rights of a secured party under applicable law, no approval by stockholders shall be required by Section 10A-2A-12.02 for a sale, lease, exchange, or other disposition of any of the corporation’s assets if those assets are mortgaged, pledged, dedicated to the repayment of indebtedness, or otherwise encumbered for the benefit of a secured party or other creditor and either:

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

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

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

(d) A provision of the certificate of incorporation that requires the authorization or consent of stockholders for a sale, lease, exchange, or other disposition of the corporation’s assets shall not apply to a transaction permitted by subsection (b) unless that provision expressly so requires.
Ala. Code § 10-12-9 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-9
Section 10-12-9 (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.) Formation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8-1.01 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-1.01
Section 10A-8-1.01 Short Title
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 § 10-2B-5.04 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-5.04
Section 10-2B-5.04 Service on Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-2.03 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-2.03
Section 10A-1-2.03 Limitation on Purposes of Professional Entity
Status: in_force

Except as provided in the chapter of this title applicable to the entity, a professional entity may engage in only:

(1) one type of professional service, unless the entity is expressly authorized to provide more than one type of professional service under state law regulating the professional services; and

(2) services ancillary to that type of professional service.
Ala. Code § 10A-9-4.06 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-4.06
Section 10A-9-4.06 Management Rights of General Partner
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-4-194 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-194
Section 10-4-194 Recognition of Associations of Lessees, Etc.; Arbitration of Certain Disputes Arising Under Real Estate Leases
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-7.36 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-7.36
Section 10A-2-7.36 Effect of Chapter on Transfers to Minors Act, Etc
Status: reserved

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

Nothing contained in this chapter shall be construed to in anywise affect the provisions of the “Alabama Uniform Transfers to Minors Act” or similar statutes.
Ala. Code § 10A-3A-1.03 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-1.03
Section 10A-3A-1.03 Notice
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 registered agent of the nonprofit corporation or the foreign nonprofit corporation at that registered agent’s registered office or to the secretary at the principal office of the nonprofit corporation or the foreign nonprofit corporation.

(d) A notice or other communication from a nonprofit corporation to a member may be delivered by electronic mail to the electronic mail address for that member maintained pursuant to Section 10A-3A-4.01(d), unless that member has previously notified the nonprofit corporation in writing that the member objects to receiving notices and other communications by electronic mail. Any 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 a 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 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 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 maintained pursuant to Section 10A-3A-4.01(d) 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 acknowledgment 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 included in the record of members maintained pursuant to Section 10A-3A-4.01(d);

(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 included in the record of members maintained pursuant to Section 10A-3A-4.01(d), 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 included in the record of members maintained pursuant to Section 10A-3A-4.01(d) 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 requires 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-10-1.08 — Alabama Code / Title 10A / Chapter 10 / Section 10A-10-1.08
Section 10A-10-1.08 Removal of Trustees
Status: in_force

Unless the declaration of trust provides otherwise, the shareholders of a real estate investment trust may remove any trustee with or without cause by the affirmative vote of a majority of all the votes entitled to be cast for the election of trustees.
Ala. Code § 10A-4-5.02 — Alabama Code / Title 10A / Chapter 4 / Section 10A-4-5.02
Section 10A-4-5.02 Admission of Foreign Professional Corporations
Status: in_force

(a) A foreign professional corporation shall be entitled to register under Article 7 of Chapter 1 for authority to render professional services in this state only if:

(1) A domestic professional corporation would be allowed to register or procure a certificate of authority or equivalent authorization to render professional services in the state under whose laws the foreign professional corporation is organized;

(2) The foreign professional corporation meets the requirements of Section 10A-4-2.01;

(3) The foreign professional corporation designates the Alabama licensed individual or individuals through whom it will render professional services in this state and the individual or individuals are not, at the time of the designation, so designated by any other foreign professional corporation;

(4) The name of the foreign professional corporation meets the requirements of Section 10A-1-5.08, provided that the foreign professional corporation can meet the requirements of Section 10A-1-5.08 by adding at the end of its name, for use in this state , the words “professional corporation” or the abbreviation “P.C.”; and

(5) All the stockholders , or all the members, in the case of a nonprofit professional corporation which has members, at least one director , and the president of the foreign professional corporation are licensed in at least one state or territory of the United States or the District of Columbia to render the professional services which the foreign professional corporation would render in this state .

(6) The foreign professional corporation includes in its application a statement acknowledging that it will be subject to the jurisdiction of the Alabama regulatory and licensing authorities with respect to any professional services rendered to clients or patients in this state .

(b) No foreign professional corporation shall maintain an office in this state for the conduct of business or professional practice until it has obtained a certificate of authority to render professional services in this state .
Ala. Code § 10A-2A-7.08 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.08
Section 10A-2A-7.08 Conduct of Meeting
Status: in_force

Unless the certificate of incorporation or bylaws provide otherwise, a meeting of the stockholders shall be conducted as follows:

(a) At each meeting of stockholders, a chair shall preside. The chair shall be appointed by the board of directors.

(b) The board of directors shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.

(c) The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes nor any revocations or changes to ballots, proxies or votes may be accepted.
Ala. Code § 10A-3A-1.24 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-1.24
Section 10A-3A-1.24 Notice Requirements
Status: in_force

(a) In a membership nonprofit corporation, unless member approval is required under Section 10A-3A-1.22(c), prompt notice of an action taken under Section 10A-3A-1.22 shall be given to each holder of a valid and putative membership interest in the membership nonprofit corporation, regardless of whether entitled to vote, as of: (i) the date of the action by the board of directors; and (ii) the date of the defective corporate action ratified, provided that notice shall not be required to be given to holders of a valid and putative membership interest whose identities or addresses for notice cannot be determined from the records of the nonprofit corporation.

(b) The notice set forth in subsection (a) must contain: (i) either a copy of the action taken by the board of directors in accordance with Section 10A-3A-1.22(a) or (b) or the information required by Section 10A-3A-1.22(a)(1) through (a)(4) or Section 10A-3A-1.22(b)(1) through (b)(3), as applicable; and (ii) a statement that any claim that the ratification of the defective corporate action and any putative membership interest issued as a result of the defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within 120 days from the applicable validation effective time.

(c) In a membership nonprofit corporation, no notice under this section is required with respect to any action required to be submitted to members for approval under Section 10A-3A-1.22(c) if notice is given in accordance with Section 10A-3A-1.24(b).

(d) A notice required by this section may be given in any manner permitted by Section 10A-3A-1.03.
Ala. Code § 10-2B-8.52 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.52
Section 10-2B-8.52 Mandatory Indemnification
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-10-1.11 — Alabama Code / Title 10A / Chapter 10 / Section 10A-10-1.11
Section 10A-10-1.11 Annual Report
Status: in_force

(a) Each year, a real estate investment trust doing business in this state shall prepare an annual report of its operations. The report shall include a balance sheet, an income statement, and a surplus statement.

(b) The financial statements in the annual report shall be certified by an independent certified public accountant based on the accountant’s full examination of the books and records of the real estate investment trust in accordance with generally accepted auditing procedures.

(c) The annual report shall be submitted to shareholders at or before the annual meeting of shareholders.

(d) A real estate investment trust shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year. Thereafter, on written request from a shareholder who was not mailed the statements, the real estate investment trust shall mail to him or her the latest financial statements.
Ala. Code § 10A-2A-15.14 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-15.14
Section 10A-2A-15.14 Foreign Corporation Previously Acting in Fiduciary Capacity in State
Status: in_force

The provisions of this division shall not prohibit any foreign corporation authorized to act in a fiduciary capacity or capacities in the state in which it is incorporated or any national banking association or other corporation organized under the laws of the United States authorized to act in a fiduciary capacity or capacities in its principal place of business which, prior to April 14, 1956, or in the case of a corporation other than a national banking association, prior to January 1, 1995, was acting or appointed to act in this state in a particular fiduciary capacity or capacities, from continuing in the performance of the fiduciary activity or activities without complying with the provisions of this division.
Ala. Code § 10-4-82 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-82
Section 10-4-82 Disposition of Property of Educational Corporations Where the Stockholders Are Unknown or the Number of Shares Is Unknown
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-10-1.17 — Alabama Code / Title 10A / Chapter 10 / Section 10A-10-1.17
Section 10A-10-1.17 Liability of Trust
Status: in_force

The liability of a real estate investment trust extends to as much of the trust estate, including the whole, as necessary to discharge the liability.
Ala. Code § 10A-5A-12.01 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-12.01
Section 10A-5A-12.01 Application to Existing Relationships
Status: in_force

(a) Before January 1, 2017, this chapter governs only:

(1) a limited liability company formed on or after January 1, 2015; and

(2) except as otherwise provided in subsection (c), a limited liability company formed before January 1, 2015, which elects, in the manner provided in the limited liability company’s operating agreement or as provided for by law for amending or restating the limited liability company’s operating agreement, to be subject to this chapter.

(b) Except as otherwise provided in subsection (c), on and after January 1, 2017, this chapter governs all limited liability companies.

(c) For purposes of applying this chapter to a limited liability company formed before January 1, 2015:

(1) the limited liability company’s formation document, whether articles of organization or certificate of formation, is deemed to be the limited liability company’s certificate of formation;

(2) the limited liability company’s operating agreement is deemed to be the limited liability company’s limited liability company agreement;

(3) provisions in the limited liability company’s formation documents, whether articles of organization or certificate of formation, shall operate as if those provisions were in the limited liability company’s limited liability company agreement;

(4) if the limited liability company’s formation document, whether articles of organization or certificate of formation, is amended or restated on or after January 1, 2015, and the limited liability company’s formation document, whether articles of organization or certificate of formation, is in conflict with the limited liability company’s limited liability agreement, then Section 10A-5A-1.10(d) shall govern; and

(5) any amendment or restatement of the limited liability company’s formation document, whether articles of organization or certificate of formation, on or after January 1, 2015, shall conform with this chapter.
Ala. Code § 10A-17-1.14 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-1.14
Section 10A-17-1.14 Summons and Complaint; Service on Whom
Status: in_force

In an action or proceeding against a nonprofit association, a summons and complaint shall be served on an agent authorized by appointment in Section 10A-17-1.11 herein to receive service of process, or on an officer, managing or general agent, or person authorized to participate in the management of its affairs, or in any manner otherwise provided in the Alabama Rules of Civil Procedure. If after reasonable efforts to accomplish service through these methods, service cannot be accomplished, then service may be made on a member of the association.
Ala. Code § 10A-3A-8.58 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.58
Section 10A-3A-8.58 Variation by Corporate Action; Application of Division
Status: in_force

(a) A nonprofit corporation may, by a provision in its certificate of incorporation, bylaws, or in a resolution adopted or a contract approved by the board of directors or members, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with Section 10A-3A-8.51 or advance funds to pay for or reimburse expenses in accordance with Section 10A-3A-8.53. Any obligatory provision shall be deemed to satisfy the requirements for authorization referred to in Section 10A-3A-8.53(c) and in Section 10A-3A-8.55(c). Any provision that obligates the nonprofit corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the nonprofit corporation to advance funds to pay for or reimburse expenses in accordance with Section 10A-3A-8.53 to the fullest extent permitted by law, unless the provision expressly provides otherwise.

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

(c) Any provision pursuant to subsection (a) shall not obligate the nonprofit corporation to indemnify or advance expenses to a director of a predecessor of the nonprofit corporation, pertaining to conduct with respect to the predecessor, unless otherwise expressly provided. Any provision for indemnification or advance for expenses in the certificate of incorporation, bylaws, or a resolution of the board of directors or other similar governing authority of a predecessor of the nonprofit corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by Section 10A-3A-12.06(a)(4).

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

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

(f) This Division E of this Article 8 does not limit a nonprofit corporation’s power to indemnify, advance expenses to or provide or maintain insurance on behalf of an employee, agent, or volunteer.
Ala. Code § 10A-2-11.03 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-11.03
Section 10A-2-11.03 Action on Plan
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 adopting a plan of merger or share exchange, the board of directors of each corporation party to the merger, and the board of directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of merger, except as provided in subsection (g), or share exchange for approval by its shareholders.

(b) For a plan of merger or share exchange to be approved:

(1) The board of directors must recommend the plan of merger or share exchange to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the plan; and

(2) The shareholders entitled to vote must approve the plan.

(c) Subject to the corporation’s articles of incorporation, the board of directors may condition its submission of the proposed merger or share exchange on any basis, except that the board of directors may not decrease the vote required for approval under subsection (e).

(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with Section 10A-2-7.05. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger or share exchange and contain or be accompanied by a copy or summary of the plan.

(e) Unless this chapter or the articles of incorporation require a greater or lesser vote or a vote by voting groups, or the board of directors, acting pursuant to subsection (c), requires a greater vote or a vote by voting groups, the plan of merger or share exchange to be authorized must be approved by each voting group entitled to vote separately on the plan by two thirds of all the votes entitled to be cast on the plan by that voting group; but in no case may the vote required for shareholder approval be set at less than a majority of the votes entitled to be cast on the plan by each voting group.

(f) Separate voting by voting groups is required:

(1) On a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation, would require action by one or more separate voting groups on the proposed amendment under Section 10A-2-10.04;

(2) On a plan of share exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting group.

(g) Action by the shareholders of the surviving corporation on a plan of merger is not required if:

(1) The articles of incorporation of the surviving corporation will not differ, except for amendments enumerated in Section 10A-2-10.02, from its articles before the merger;

(2) Each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations, and relative rights, immediately after;

(3) The number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 20 percent the total number of voting shares of the surviving corporation outstanding immediately before the merger; and

(4) The number of participating shares outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 20 percent the total number of participating shares outstanding immediately before the merger.

(h) As used in subsection (g):

(1) “Participating shares” means shares that entitle their holders to participate without limitation in distributions.

(2) “Voting shares” means shares that entitle their holders to vote unconditionally in elections of directors.

(i) After a merger or share exchange is authorized, and at any time before articles of merger or share exchange are filed, the planned merger or share exchange may be abandoned, subject to any contractual rights, without further shareholder action, in accordance with the procedure set forth in the plan of merger or share exchange or, if none is set forth, in the manner determined by the board of directors.
Ala. Code § 10A-9A-6.03 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-6.03
Section 10A-9A-6.03 Dissociation as a General Partner
Status: in_force

A person is dissociated from a limited partnership as a general partner when any of the following occurs:

(1) the limited partnership has notice of the person’s express will to dissociate as a general partner, except that if the person specifies a dissociation date later than the date the limited partnership had notice, then the person is dissociated as a general partner on that later date;

(2) an event stated in the partnership agreement as causing the person’s dissociation as a general partner occurs;

(3) the person is expelled as a general partner pursuant to the partnership agreement;

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

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

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

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

(D) the person is a limited liability company or partnership that has been dissolved and whose activities and affairs are being wound up;

(5) on application by the limited partnership, or a partner in a direct action under Section 10A-9A-9.01, the person’s expulsion as a general partner by judicial order because the person:

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

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

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

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

(7) the person becomes a debtor in bankruptcy, executes an assignment for the benefit of creditors, or seeks, consents, or acquiesces to the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person’s property;

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

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

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

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

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

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

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

(B) is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a general partner.
Ala. Code § 10A-9A-9.01 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-9.01
Section 10A-9A-9.01 Direct Action by Partner
Status: in_force

(a) Subject to subsection (b), a partner may maintain a direct action against another partner or partners or the limited partnership, with or without an accounting as to the partnership’s activities and affairs, to enforce the partner’s rights and otherwise protect the partner’s interests, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.

(b) A partner maintaining a direct action under subsection (a) must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.

(c) A partner may maintain a direct action to enforce a right of a limited partnership if all partners at the time of suit are parties to the action.

(d) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law.

(e) A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
Ala. Code § 10A-18-1.02 — Alabama Code / Title 10A / Chapter 18 / Section 10A-18-1.02
Section 10A-18-1.02 Applicability of Alabama Nonprofit Corporation Law
Status: in_force

The provisions of the Alabama Nonprofit Corporation Law shall apply to Alabama statewide trade associations, except to the extent they are inconsistent with the provisions of this chapter.
Ala. Code § 10A-2-10.22 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-10.22
Section 10A-2-10.22 Bylaw Increasing Quorum or Voting Requirement 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 bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:

(1) If originally adopted by the shareholders, only by the shareholders;

(2) If originally adopted by the board of directors, either by the shareholders or by the board of directors.

(b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.

(c) Action by the board of directors under subsection (a)(2) to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
Ala. Code § 10A-21-2.11 — Alabama Code / Title 10A / Chapter 21 / Section 10A-21-2.11
Section 10A-21-2.11 Conveyance of Franchises, Rights, Roadbed, and Property to Another Railroad Corporation
Status: in_force

Whenever all the capital stock of a railroad corporation formed under this title is owned by a railroad corporation chartered under the laws of this state or another state, the corporation may sell and convey to the corporation owning its stock all its franchises, rights, roadbed, and property; but the purchasing company, if a foreign corporation, shall keep an office in this state and an agent thereat, service of process upon the agent shall be service upon the purchasing company. The railroad so purchased shall be in all respects subject to the laws of this state as if owned by a domestic corporation, and all liens and rights of creditors shall be preserved unimpaired.
Ala. Code § 10A-4-2.03 — Alabama Code / Title 10A / Chapter 4 / Section 10A-4-2.03
Section 10A-4-2.03 Powers of Professional Corporation Generally; Profession Limited by Certificate of Formation
Status: in_force

(a) Subject to Section 10A-4-5.07, a domestic professional corporation, including a professional corporation that is a nonprofit corporation, shall have all the powers necessary or convenient to effectuate its purposes, including those enumerated in Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13.

(b) A domestic professional corporation shall not engage in any profession other than the profession or professions permitted by its certificate of incorporation , except that a domestic professional corporation may invest its funds in real estate, mortgages, stocks, bonds, or any other type investment.
Ala. Code § 10-2B-11.04 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-11.04
Section 10-2B-11.04 Merger of Subsidiary
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-301 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-301
Section 10-9C-301 Becoming Limited Partner
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-11.06 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-11.06
Section 10A-2A-11.06 Statement or Merger or Stock Exchange
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 except as provided in Section 10A-2A-11.05(a). 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 corporation, the corporation’s certificate of incorporation; or

(B) if it will be an organization other than a 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-2A-11.07(c);

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

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

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

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

(b) After a plan of stock exchange in which the acquired entity is a corporation has been adopted and approved as required by this chapter, a statement of stock exchange shall be signed by the acquired entity and the acquiring entity. The statement of stock exchange shall set forth:

(1) the name and mailing address of the principal office of the acquired entity, and the jurisdiction of its governing statute, and its unique identifying number or other designation as assigned by the Secretary of State, if any;

(2) the name, jurisdiction of formation, and type of entity of the corporation or foreign corporation that is the acquiring entity;

(3) a statement that the plan of stock exchange was duly approved by the acquired entity by:

(i) the required vote or consent of each class or series of stock included in the exchange; and

(ii) the required vote or consent of each other class or series of stock entitled to vote on approval of the exchange by the certificate of incorporation of the acquired entity; and

(4) if the stock exchange did not require the approval by the stockholders of a corporation that is a party to the stock exchange, a statement to that effect.

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

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

(e) 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.

(f) 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.

(g) 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.
Ala. Code § 10A-3A-8.41 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.41
Section 10A-3A-8.41 Functions of Officers
Status: in_force

Each officer has the authority and shall perform the functions set forth in the certificate of incorporation or bylaws or, to the extent consistent with the certificate of incorporation or bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of other officers.
Ala. Code § 10A-10-1.06 — Alabama Code / Title 10A / Chapter 10 / Section 10A-10-1.06
Section 10A-10-1.06 Declaration of Trust
Status: in_force

(a) A real estate investment trust organized under this chapter shall file its declaration of trust in the same manner as the certificate of formation of an Alabama domestic filing entity and shall be subject in all respects to the provisions of Article 4 of Chapter 1, governing filing of documents except as those provisions may be inconsistent with the provisions of this chapter.

(b) The declaration of trust shall:

(1) Indicate clearly that the trust is a real estate investment trust.

(2) State the name of the trust.

(3) State the total number of shares that the real estate investment trust has authority to issue.

(4) Provide for an annual meeting of shareholders after the delivery of the annual report, at a convenient location and on proper notice.

(5) Provide for the election of trustees at least every third year at an annual meeting of shareholders.

(6) State the number of trustees and the names of those persons who will serve as trustees until the first meeting of shareholders and until their successors are elected and qualified or at a later time as may be specified in the declaration of trust.

(7) State the name and address of a resident agent of the real estate investment trust in Alabama.

(8) If the shares are divided into classes as permitted by Section 10A-10-1.07, provide a description of each class, including any preferences, conversion, and other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, and terms and conditions of redemption.

(c) Notwithstanding any provision of this chapter which requires for any action, the concurrence of a greater proportion of the votes than a majority of the votes entitled to be cast, a real estate investment trust may provide by its declaration of trust that the action may be taken or authorized on the concurrence of a smaller proportion, but not less than a majority of the number of votes entitled to be cast on the matter.

(d) The declaration of trust shall be signed and acknowledged by each trustee.
Ala. Code § 10A-18-1.06 — Alabama Code / Title 10A / Chapter 18 / Section 10A-18-1.06
Section 10A-18-1.06 Court Ordered Action
Status: in_force

(a) If an Alabama statewide trade association does not, within the time period set forth in Section 10A-18-1.05, allow a member who complies with Section 10A-18-1.05 to inspect the records required to be maintained by Sections 10A-18-1.04(a)(1) through (6), a member may petition the Montgomery County Circuit Court, and the court may summarily order inspection of the records demanded at the Alabama statewide trade association’s expense upon application of the member.

(b) If the court orders inspection of the records demanded under Section 10A-18-1.05, it shall impose reasonable restrictions on the confidentiality, use, or distribution of the records by the demanding member and the court shall also order the Alabama statewide trade association to pay the member’s expenses incurred to obtain the order, unless the Alabama statewide trade association establishes that it refused inspection in good faith because the Alabama statewide trade association had:

(1) a reasonable basis for doubt about the right of the member to inspect the records demanded; or

(2) required reasonable restrictions on the confidentiality, use, or distribution of the records demanded to which the demanding member had been unwilling to agree.