Ala. Code § 10A-3A-8.31 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.31
Section 10A-3A-8.31 Standards of Liability for Directors
Status: in_force

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

(a) A director shall not be liable to the nonprofit corporation or its members for any decision to take or not to take action, or any failure to take any action, as a director, unless the party asserting liability in a proceeding establishes that:

(1) no defense interposed by the director based on: (i) any provision in the certificate of incorporation authorized by Section 10A-3A-2.02(b)(4) or by Section 10A-3A-2.02(b)(6), or (ii) the protection afforded by Section 10A-3A-8.60, precludes liability; and

(2) the challenged conduct consisted or was the result of:

(i) action not in good faith; or

(ii) a decision:

(A) which the director did not reasonably believe to be in the best interests of the nonprofit corporation, or

(B) as to which the director was not informed to an extent the director reasonably believed appropriate in the circumstances; or

(iii) a lack of objectivity due to the director’s familial, financial or business relationship with, or a lack of independence due to the director’s domination or control by, another person having a material interest in the challenged conduct:

(A) which relationship or which domination or control could reasonably be expected to have affected the director’s judgment respecting the challenged conduct in a manner adverse to the nonprofit corporation, and

(B) after a reasonable expectation to that effect has been established, the director shall not have established that the challenged conduct was reasonably believed by the director to be in the best interests of the nonprofit corporation; or

(iv) a sustained failure of the director to devote attention to ongoing oversight of the activities and affairs of the nonprofit corporation, or a failure to devote timely attention, by making (or causing to be made) appropriate inquiry, when particular facts and circumstances of significant concern materialize that would alert a reasonably attentive director to the need for that inquiry; or

(v) receipt of a financial benefit to which the director was not entitled or any other breach of the director’s duties to deal fairly with the nonprofit corporation and its members that is actionable under applicable law.

(b) The party seeking to hold the director liable:

(1) for money damages, shall also have the burden of establishing that:

(i) harm to the nonprofit corporation or its members has been suffered, and

(ii) the harm suffered was proximately caused by the director’s challenged conduct; or

(2) for other money payment under a legal remedy, such as compensation for the unauthorized use of corporate assets, shall also have whatever persuasion burden may be called for to establish that the payment sought is appropriate in the circumstances; or

(3) for other money payment under an equitable remedy, such as profit recovery by or disgorgement to the nonprofit corporation, shall also have whatever persuasion burden may be called for to establish that the equitable remedy sought is appropriate in the circumstances.

(c) Nothing contained in this section shall:

(1) in any instance where fairness is at issue alter the burden of proving the fact or lack of fairness otherwise applicable;

(2) alter the fact or lack of liability of a director under another section of this chapter, such as the provisions governing the consequences of an unlawful distribution under Section 10A-3A-8.32 or a transactional interest under Section 10A-3A-8.60;

(3) affect any rights to which a director may be entitled under another statute of this state or the United States; or

(4) affect any rights to which the nonprofit corporation or a member may be entitled under another statute of this state or the United States.
Ala. Code § 10A-10-1.14 — Alabama Code / Title 10A / Chapter 10 / Section 10A-10-1.14
Section 10A-10-1.14 Amendment of Declaration
Status: in_force

(a) Except as provided in subsection (c) of Section 10A-10-1.06 or subdivision (7) of subsection (a) of Section 10A-10-1.07, a declaration of trust may be amended only as provided in this section.

(b) The board of trustees of a real estate investment trust proposing an amendment to its declaration of trust shall:

(1) Adopt a resolution which sets forth the proposed amendment and declares that it is advisable.

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

(c) Notice which states that a purpose of the meeting will be to act upon the proposed amendment shall be given by the real estate investment trust in the manner provided in the declaration of trust or bylaws to:

(1) Each shareholder entitled to vote on the proposed amendment.

(2) Each shareholder not entitled to vote on the proposed amendment if the contract rights of the shareholder’s shares, as expressly set forth in the declaration of trust, would be altered by the amendment.

(3) The notice shall include a copy of the amendment or a summary of the changes it will affect.

(d) The proposed amendment shall be approved by the shareholders of the real estate investment trust by the affirmative vote of two-thirds of all the votes entitled to be cast in the matter.

(e) A declaration of trust may permit the trustees by a two-thirds vote to amend provisions of the declaration of trust, from time to time, to qualify as a real estate investment trust under the Internal Revenue Code or under this chapter.

(f) A certificate of amendment setting forth the amendment and stating the manner in which it was adopted shall be signed and acknowledged by at least a majority of the trustees or an officer duly authorized by at least a majority of the trustees and deliver the certificate of amendment to the Secretary of State for filing.
Ala. Code § 10-9C-509 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-509
Section 10-9C-509 Liability for Improper Distributions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-12-58 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-58
Section 10-12-58 Applicability of Article 5 of Chapter 2A of Title 10
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-7.04 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-7.04
Section 10A-3A-7.04 Action Without Meeting
Status: in_force

(a) Unless otherwise provided in the certificate of incorporation, any action required or permitted by this chapter to be taken at any meeting of the members may be taken without a meeting, and without prior notice, if one or more consents in writing setting forth the action so taken are signed by the members having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all members entitled to vote on the action were present and voted. The action must be evidenced by one or more written consents describing the action taken, signed by the members approving the action and delivered to the membership nonprofit corporation for filing by the membership nonprofit corporation with the minutes or corporate records.

(b) If not otherwise fixed under Section 10A-3A-7.07 and if prior action by the board of directors is not required respecting the action to be taken without a meeting, the record date for determining the members entitled to take action without a meeting shall be the first date on which a written consent signed by a member is delivered to the membership nonprofit corporation. If not otherwise fixed under Section 10A-3A-7.07 and if prior action by the board of directors is required respecting the action to be taken without a meeting, the record date shall be the close of business on the day the resolution of the board of directors taking the prior action is adopted. No written consent of a member shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest date on which a consent is delivered to the membership nonprofit corporation as required by this section, written consents signed by sufficient members to take the action have been delivered to the membership nonprofit corporation. Any person signing a consent may provide, whether through instruction to an agent or otherwise, that the consent will be effective at a future time, including a time determined upon the happening of an event, occurring not later than 60 days after the instruction is given or the provision is made, if evidence of the instruction or provision is provided to the membership nonprofit corporation. If a person signs a consent when that person is not a member, then that person’s consent shall not be valid unless that person is a member as of the record date for determining members entitled to consent to the action. Unless a person’s written consent states that it is irrevocable, that written consent may be revoked by that person by a writing to that effect delivered to the membership nonprofit corporation before unrevoked written consents sufficient in number to take the corporate action have been delivered to the membership nonprofit corporation.

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

(d) If action is taken by less than unanimous written consent of the voting members, the membership nonprofit corporation shall give its nonconsenting voting members written notice of the action not more than 10 days after (i) written consents sufficient to take the action have been delivered to the membership nonprofit corporation or (ii) any later date that tabulation of consents is completed pursuant to an authorization under subsection (c). The notice must reasonably describe the action taken.

(e) The notice requirements in subsection (d) shall not delay the effectiveness of actions taken by written consent, and a failure to comply with those notice requirements shall not invalidate actions taken by written consent, provided that this subsection shall not be deemed to limit judicial power to fashion any appropriate remedy in favor of a member adversely affected by a failure to give the notice within the required time period.
Ala. Code § 10-6-2 — Alabama Code / Title 10 / Chapter 6 / Section 10-6-2
Section 10-6-2 Infant Not Entitled to Disaffirm as Against Corporation Without Notice of Infancy
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-44 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-44
Section 10-9A-44 Information
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-2B-15.31 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-15.31
Section 10-2B-15.31 Procedure for and Effect of Revocation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-1.12 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-1.12
Section 10A-8A-1.12 Transactions of Partner with Partnership
Status: in_force

A partner may lend money to and transact other business or not for profit activity with the partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.
Ala. Code § 10A-1-4.13 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-4.13
Section 10A-1-4.13 Abandonment Before Effectiveness
Status: reserved

(a) The parties to a filing instrument may abandon the filing instrument if the instrument has not taken effect.

(b) To abandon a filing instrument the parties to the instrument must file with the filing officer a certificate of abandonment.

(c) A certificate of abandonment must:

(1) be signed on behalf of each entity that is a party to the action or transaction by the person authorized by this title to act on behalf of the entity;

(2) state the nature of the filing instrument to be abandoned, the date of the instrument, and the parties to the instrument; and

(3) state that the filing instrument has been abandoned in accordance with the agreement of the parties.

(d) On the filing of the certificate of abandonment, the action or transaction evidenced by the original filing instrument is abandoned and may not take effect.

(e) If in the interim before a certificate of abandonment is filed, the name of an entity that is a party to the action or transaction becomes indistinguishable on the records of the Secretary of State from the name of another entity already on file or reserved or registered pursuant to this title, the filing officer may not file the certificate of abandonment unless the entity by or for whom the certificate is filed changes its name in the manner provided by this title for that entity.
Ala. Code § 10A-9-1.12 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-1.12
Section 10A-9-1.12 Business Transactions of Partner with Partnership
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-5A-4.11 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-4.11
Section 10A-5A-4.11 Reliance on Reports and Information
Status: in_force

A member of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon information, opinions, reports, or statements presented by another member or agent of the limited liability company, or by any other person as to matters the member 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 limited liability company or a series thereof, 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 limited liability company, or series thereof, 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 members or creditors might properly be paid.
Ala. Code § 10-3A-80 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-80
Section 10-3A-80 Right to Amend Articles of Incorporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-1.05 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-1.05
Section 10A-20-1.05 Certificate of Succession by Successor of Bishop
Status: in_force

When a bishop has become a corporation sole pursuant to this article, each of the successors in the bishopric shall succeed the bishop in the corporation upon making and filing with the Secretary of State an application for a certificate of succession setting forth:

(1) The succession; and

(2) A copy in English of the commission, instrument, or document evidencing the right to the succession, and the date and place of the consecration and induction into office, which certificate shall be subscribed, sworn to, and certified as provided for in the original application for incorporation.

Upon the issue of a certificate of succession as provided for in this section, the successor shall be clothed with all the authority and power of the original incorporator.
Ala. Code § 10-4-20 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-20
Section 10-4-20 Incorporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-8A-203 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-203
Section 10-8A-203 Partnership Property
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-3.44 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.44
Section 10A-1-3.44 Delivery Requirement
Status: in_force

A domestic entity shall deliver to the owner thereof a certificate representing a certificated ownership interest to which the owner is entitled.
Ala. Code § 10A-2-8.05 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.05
Section 10A-2-8.05 Terms of Directors Generally
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 terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected.

(b) The terms of all other directors expire at the next annual shareholders’ meeting following their election unless their terms are staggered under Section 10A-2-8.06.

(c) A decrease in the number of directors does not shorten an incumbent director’s term.

(d) The term of a director elected to fill a vacancy expires at the next shareholders’ meeting at which directors are elected.

(e) Despite the expiration of a director’s term, he or she continues to serve until his or her successor is elected and qualified or until there is a decrease in the number of directors.
Ala. Code § 10A-2-17.01 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-17.01
Section 10A-2-17.01 Application to Existing Domestic Corporations
Status: reserved

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

This chapter and the provisions of Chapter 1 to the extent applicable to business corporations apply to all existing corporations organized under any general or special law of this state providing for the organization of corporations for a purpose or purposes for which a corporation might be organized under this chapter, where the power has been reserved to amend, repeal or modify the law under which the corporation was organized.
Ala. Code § 10A-1-1.03 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-1.03
Section 10A-1-1.03 Definitions
Status: in_force

(a) If a term, including a term that is defined in subsection (b), is defined in a chapter of this title, then, when used in that chapter, the term shall have the meaning set forth in that chapter.

(b) As used in this title, except as provided in subsection (a) or where the context otherwise requires, the following terms mean:

(1) AFFILIATE. A person who controls, is controlled by, or is under common control with another person. An affiliate of an individual includes the spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling, parent, or spouse of any thereof, of the individual, or an individual having the same home as the individual, or a trust or estate of which an individual specified in this sentence is a substantial beneficiary; a trust, estate, incompetent, conservatee, protected person, or minor of which the individual is a fiduciary; or an entity of which the individual is director, general partner, agent, employee or the governing authority or member of the governing authority.

(2) ASSOCIATE. When used to indicate a relationship with:

(A) a domestic or foreign entity for which the person is:

(i) an officer or governing person; or

(ii) a beneficial owner of 10 percent or more of a class of voting ownership interests or similar securities of the entity;

(B) a trust or estate in which the person has a substantial beneficial interest or for which the person serves as trustee or in a similar fiduciary capacity;

(C) the person’s spouse or a relative of the person related by consanguinity or affinity within the fifth degree who resides with the person; or

(D) a governing person or an affiliate or officer of the person.

(3) ASSOCIATION. Includes, but is not limited to, an unincorporated nonprofit association as defined in Chapter 17 and an unincorporated professional association as defined in Article 1 of Chapter 30.

(4) BENEFIT CORPORATION. A benefit corporation as defined in Chapter 2A.

(5) BUSINESS CORPORATION. A corporation or foreign corporation as defined in Chapter 2A. The term includes a benefit corporation as defined in Chapter 2A.

(6) BUSINESS TRUST. A business trust as defined in Chapter 16.

(7) CERTIFICATE OF DISSOLUTION. Any document such as a certificate of dissolution, statement of dissolution, or articles of dissolution, required or permitted to be filed publicly with respect to an entity’s dissolution and winding up of its business, activity, activities, not for profit activity, or affairs.

(8) CERTIFICATE OF FORMATION.

(A) The document required to be filed publicly under this title to form a filing entity; and

(B) if appropriate, a restated certificate of formation and all amendments of an original or restated certificate of formation; provided that a restated certificate of formation and an amendment of an original or restated certificate of formation shall not be deemed to be a certificate of formation for purposes of Section 10A-1-4.31.

(9) CERTIFICATE OF OWNERSHIP. An instrument evidencing an ownership interest or membership interest in an entity.

(10) CERTIFICATED OWNERSHIP INTEREST. An ownership interest of a domestic entity represented by a certificate.

(11) CERTIFICATION or CERTIFIED. Duly authenticated by the proper officer or filing officer of the jurisdiction the laws of which govern the internal affairs of an entity.

(12) CONTRIBUTION. A tangible or intangible benefit that a person transfers to an entity in consideration for an ownership interest in the entity or otherwise in the person’s capacity as an owner or a member. A benefit that may constitute a contribution transferred in exchange for an ownership interest or transferred in the transferor’s capacity as an owner or member may include cash, property, services rendered, a contract for services to be performed, a promissory note or other obligation of a person to pay cash or transfer property to the entity, or securities or other interests in or obligations of an entity. In either case, the benefit does not include cash or property received by the entity:

(A) with respect to a promissory note or other obligation to the extent that the agreed value of the note or obligation has previously been included as a contribution; or

(B) that the person intends to be a loan to the entity.

(13) CONVERSION. A conversion, whether referred to as a conversion, domestication, or otherwise, means:

(A) the continuance of a domestic entity as a foreign entity of any type;

(B) the continuance of a foreign entity as a domestic entity of any type; or

(C) the continuance of a domestic entity of one type as a domestic entity of another type.

(14) CONVERTED ENTITY. An entity resulting from a conversion.

(15) CONVERTING ENTITY. An entity as the entity existed before the entity’s conversion.

(16) COOPERATIVE. Includes an employee cooperative as defined in Chapter 11.

(17) CORPORATION. Includes a domestic or foreign business corporation, including a benefit corporation, as defined in Chapter 2A, a domestic or foreign nonprofit corporation as defined in Chapter 3A, a domestic or foreign professional corporation as defined in Chapter 4, and those entities specified in Chapter 20 as corporate.

(18) COURT. The designated court, and if none, the circuit court specifically set forth in this title, and if none, any other court having jurisdiction in a case.

(19) DAY. When used in the computation of time, excludes the first day and includes the last day of the period so computed, unless the last day is a Saturday, Sunday, or legal holiday, in which event the period runs until the end of the next day that is not a Saturday, a Sunday, or a legal holiday. When the period of time to be computed is less than 7 days, intermediate Saturdays, Sundays, and legal holidays shall be excluded.

(20) DEBTOR IN BANKRUPTCY. A person who is the subject of:

(A) an order for relief under the United States bankruptcy laws, Title 11, United States Code, or comparable order under a successor statute of general application; or

(B) a comparable order under federal, state, or foreign law governing insolvency.

(21) DESIGNATED COURT. The court or courts that are designated in the (i) certificate of incorporation or bylaws of a corporation as authorized by Chapter 2A, (ii) certificate of incorporation or bylaws of a nonprofit corporation as authorized by Chapter 3A, (iii) limited liability company agreement of a limited liability company formed pursuant to or governed by Chapter 5A, (iv) partnership agreement of a partnership formed pursuant to or governed by Chapter 8A, or (v) limited partnership agreement of a limited partnership formed pursuant to or governed by Chapter 9A.

(22) DIRECTOR. An individual who serves on the board of directors, by whatever name known, of a foreign or domestic corporation.

(23) DISTRIBUTION. A transfer of property, including cash, from an entity to an owner or member of the entity in the owner’s or member’s capacity as an owner or member. The term includes a dividend, a redemption or purchase of an ownership interest, or a liquidating distribution.

(24) DOMESTIC. With respect to an entity, means governed as to its internal affairs by this title.

(25) DOMESTIC ENTITY. An entity governed as to its internal affairs by this title.

(26) EFFECTIVE DATE OF THIS TITLE. January 1, 2011.

(27) ELECTRONIC. Relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

(28) ELECTRONIC SIGNATURE. An electronic signature as that term is defined in the Uniform Electronic Transactions Act, Chapter 1A of Title 8, or any successor statute.

(29) ELECTRONIC TRANSMISSION OR ELECTRONICALLY TRANSMITTED. Any form or process of communication not directly involving the physical transfer of paper or another tangible medium, which (i) is suitable for the retention, retrieval, and reproduction of information by the recipient, and (ii) is retrievable in paper form by the recipient through an automated process used in conventional commercial practice.

(30) ELECTRONIC WRITING. Information that is stored in an electronic or other nontangible medium and is retrievable in paper form through an automated process used in conventional commercial practice.

(31) ENTITY. A domestic or foreign organization.

(32) FILING ENTITY. A domestic entity that is a corporation, limited partnership, limited liability limited partnership, limited liability company, professional association, employee cooperative corporation, or real estate investment trust.

(33) FILING INSTRUMENT. An instrument, document, or statement that is required or permitted by this title to be delivered for filing by or for an entity to a filing officer.

(34) FILING OFFICER. An officer of this state with whom a filing instrument is required or permitted to be delivered for filing pursuant to this title.

(35) FOREIGN. With respect to an entity, means governed as to its internal affairs by the laws of a jurisdiction other than this state.

(36) FOREIGN ENTITY. An entity governed as to its internal affairs by the laws of a jurisdiction other than this state.

(37) FOREIGN FILING ENTITY. A foreign entity that registers or is required to register as a foreign entity under Article 7.

(38) FOREIGN GOVERNMENTAL AUTHORITY. A governmental official, agency, or instrumentality of a jurisdiction other than this state.

(39) FOREIGN NONFILING ENTITY. A foreign entity that is not a foreign filing entity.

(40) GENERAL PARTNER.

(A) Each partner in a general partnership; or

(B) a person who is admitted to a limited partnership as a general partner in accordance with the governing documents of the limited partnership.

(41) GENERAL PARTNERSHIP. A partnership as defined in Chapter 8A. The term includes a limited liability partnership as defined in Chapter 8A.

(42) GOVERNING AUTHORITY. A person or group of persons who are entitled to manage and direct the affairs of an entity pursuant to this title and the governing documents of the entity, except that if the governing documents of the entity or this title divide the authority to manage and direct the affairs of the entity among different persons or groups of persons according to different matters, governing authority means the person or group of persons entitled to manage and direct the affairs of the entity with respect to a matter under the governing documents of the entity or this title. The term includes the board of directors of a corporation, by whatever name known, or other persons authorized to perform the functions of the board of directors of a corporation, the general partners of a general partnership or limited partnership, the persons who have direction and oversight of a limited liability company, and the trust managers of a real estate investment trust. The term does not include an officer who is acting in the capacity of an officer.

(43) GOVERNING DOCUMENTS.

(A) In the case of a domestic entity:

(i) the certificate of formation for a filing entity or the document or agreement under which a nonfiling entity is formed; and

(ii) the other documents or agreements, including bylaws, partnership agreements of partnerships, limited liability company agreements of limited liability companies, or similar documents, adopted by the entity pursuant to this title to govern the formation or the internal affairs of the entity; or

(B) in the case of a foreign entity, the instruments, documents, or agreements adopted under the law of its jurisdiction of formation to govern the formation or the internal affairs of the entity.

(44) GOVERNING PERSON. A person serving as part of the governing authority of an entity.

(45) INDIVIDUAL. A natural person and the estate of an incompetent or deceased natural person.

(46) INSOLVENCY. The inability of a person to pay the person’s debts as they become due in the usual course of business or affairs.

(47) INSOLVENT. A person who is unable to pay the person’s debts as they become due in the usual course of business or affairs.

(48) JUDGE OF PROBATE. The judge of probate of the county in which an entity is required or permitted to deliver a filing instrument for filing pursuant to this title.

(49) JURISDICTION OF FORMATION.

(A) In the case of a filing entity, this state;

(B) in the case of a foreign entity, the jurisdiction in which the entity’s certificate of formation or similar organizational instrument is filed, or if no certificate of formation or similar organizational instrument is filed, then the laws of the jurisdiction which govern the internal affairs of the foreign entity;

(C) in the case of a general partnership which has filed a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership in accordance with Chapter 8A, in this state;

(D) in the case of a foreign limited liability partnership, the laws of the jurisdiction which govern the filing of the foreign limited liability partnership’s statement of limited liability partnership or such filing in that jurisdiction; and

(E) in the case of a foreign or domestic nonfiling entity other than those entities described in subsection (C) or (D):

(i) the jurisdiction the laws of which are chosen in the entity’s governing documents to govern its internal affairs if that jurisdiction bears a reasonable relation to the owners or members or to the domestic or foreign nonfiling entity’s business, activities, and affairs under the principles of this state that otherwise would apply to a contract among the owners or members; or

(ii) if subparagraph (i) does not apply, the jurisdiction in which the entity has its principal office.

(50) LAW. Unless the context requires otherwise, both statutory and common law.

(51) LICENSE. A license, certificate of registration, or other legal authorization.

(52) LICENSING AUTHORITY. The state court, state regulatory licensing board, or other like agency which has the power to issue a license or other legal authorization to render professional services.

(53) LIMITED LIABILITY COMPANY. A limited liability company as defined in Chapter 5A.

(54) LIMITED LIABILITY LIMITED PARTNERSHIP. A limited liability limited partnership as defined in Chapter 9A.

(55) LIMITED LIABILITY PARTNERSHIP. A limited liability partnership as defined in Chapter 8A.

(56) LIMITED PARTNER. A person who has been admitted to a limited partnership as a limited partner as provided by:

(A) in the case of a domestic limited partnership, Chapter 9A; or

(B) in the case of a foreign limited partnership, the laws of its jurisdiction of formation.

(57) LIMITED PARTNERSHIP. A limited partnership as defined in Chapter 9A. The term includes a limited liability limited partnership as defined in Chapter 9A.

(58) MANAGERIAL OFFICIAL. An officer or a governing person.

(59) MEMBER.

(A) A person defined as a member under Chapter 5A;

(B) in the case of a nonprofit corporation formed pursuant to or governed by Chapter 3A, a person defined as a member under Chapter 3A;

(C) in the case of an employee cooperative corporation formed pursuant to or governed by Chapter 11, a natural person who, as provided in Chapter 11, has been accepted for membership in and owns a membership share in an employee cooperative;

(D) in the case of a nonprofit association, a person who, as provided in Chapter 17, may participate in the selection of persons authorized to manage the affairs of the nonprofit association or in the development of its policy.

(60) MERGER. The combination of one or more domestic entities with one or more domestic entities or foreign entities resulting in:

(A) one or more surviving domestic entities or foreign entities;

(B) the creation of one or more new domestic entities or foreign entities, or one or more surviving domestic entities or foreign entities; or

(C) one or more surviving domestic entities or foreign entities and the creation of one or more new domestic entities or foreign entities.

(61) NONFILING ENTITY. A domestic entity that is not a filing entity. The term includes a domestic general partnership, a limited liability partnership, and a nonprofit association.

(62) NONPROFIT ASSOCIATION. An unincorporated nonprofit association as defined in Chapter 17. The term does not include a general partnership which has filed a statement of not for profit partnership in accordance with Chapter 8A, a limited partnership which is carrying on a not for profit purpose, or a limited liability company which is carrying on a not for profit purpose.

(63) NONPROFIT CORPORATION. A domestic or foreign nonprofit corporation as defined in Chapter 3A.

(64) NONPROFIT ENTITY. An entity that is a nonprofit corporation, nonprofit association, or other entity that is organized solely for one or more nonprofit purposes.

(65) OFFICER. An individual elected, appointed, or designated as an officer of an entity by the entity’s governing authority or under the entity’s governing documents.

(66) ORGANIZATION. A corporation, limited partnership, general partnership, limited liability company, business trust, real estate investment trust, joint venture, joint stock company, cooperative, association, or other organization, including, regardless of its organizational form, a bank, insurance company, credit union, and savings and loan association, whether for profit, not for profit, nonprofit, domestic, or foreign.

(67) ORGANIZER. A person, who need not be an owner or member of the entity, who, having the capacity to contract, is authorized to execute documents in connection with the formation of the entity. The term includes an incorporator.

(68) OWNER.

(A) With respect to a foreign or domestic business corporation or real estate investment trust, a stockholder or a shareholder;

(B) with respect to a foreign or domestic partnership, a partner;

(C) with respect to a foreign or domestic limited liability company or association, a member; and

(D) with respect to another foreign or domestic entity, an owner of an equity interest in that entity.

(69) OWNERSHIP INTEREST. An owner’s interest in an entity. The term includes the owner’s share of profits and losses or similar items and the right to receive distributions. The term does not include an owner’s right to participate in management or participate in the direction or oversight of the entity. An ownership interest is personal property.

(70) PARENT OR PARENT ENTITY. An entity that:

(A) owns at least 50 percent of the ownership or membership interest of a subsidiary; or

(B) possesses at least 50 percent of the voting power of the owners or members of a subsidiary.

(71) PARTNER. A limited partner or general partner.

(72) PARTNERSHIP. Includes a general partnership, a limited liability partnership, a foreign limited liability partnership, a limited partnership, a foreign limited partnership, a limited liability limited partnership, and a foreign limited liability limited partnership.

(73) PARTNERSHIP AGREEMENT. Any agreement (whether referred to as a partnership agreement or otherwise), written, oral, or implied, of the partners as to the activities and affairs of a general partnership or a limited partnership. The partnership agreement includes any amendments to the partnership agreement. In the case of limited partnerships formed prior to October 1, 1998, partnership agreement includes the certificate of partnership.

(74) PARTY TO THE MERGER. A domestic entity or foreign entity that under a plan of merger is combined by a merger. The term does not include a domestic entity or foreign entity that is not to be combined into or with one or more domestic entities or foreign entities, regardless of whether ownership interests of the entity are to be issued under the plan of merger.

(75) PERSON. An individual, including the estate of an incompetent or deceased individual, or an entity, whether created by the laws of this state or another state or foreign country, including, without limitation, a general partnership, limited liability partnership, limited partnership, limited liability limited partnership, limited liability company, corporation, professional corporation, nonprofit corporation, professional association, trustee, personal representative, fiduciary, as defined in Section 19-3-150 or person performing in any similar capacity, business trust, estate, trust, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

(76) PRESIDENT.

(A) The individual designated as president of an entity under the entity’s governing documents; or

(B) the officer or committee of persons authorized to perform the functions of the principal executive officer of an entity without regard to the designated name of the officer or committee.

(77) PRINCIPAL OFFICE. The office, in or out of this state, where the principal executive office, whether referred to as the principal executive office, chief executive office, or otherwise, of an entity is located.

(78) PROFESSIONAL ASSOCIATION. A professional association as defined in Chapter 30.

(79) PROFESSIONAL CORPORATION. A domestic or foreign professional corporation as defined in Chapter 4.

(80) PROFESSIONAL ENTITY. A professional association and a professional corporation.

(81) PROFESSIONAL SERVICE. Any type of service that may lawfully be performed only pursuant to a license issued by a state court, state regulatory licensing board, or other like agency pursuant to state laws.

(82) PROPERTY. Includes all property, whether real, personal, or mixed, or tangible or intangible, or any right or interest therein.

(83) REAL ESTATE INVESTMENT TRUST. An unincorporated trust, association, or other entity as defined in Chapter 10.

(84) SECRETARY.

(A) The individual designated as secretary of an entity under the entity’s governing documents; or

(B) the officer or committee of persons authorized to perform the functions of secretary of an entity without regard to the designated name of the officer or committee.

(85) SECRETARY OF STATE. The Secretary of State of the State of Alabama.

(86) SIGN or SIGNATURE. With the present intent to authenticate or adopt a writing:

(A) to execute or adopt a tangible symbol to a writing, and includes any manual, facsimile, or conformed signature; or

(B) to attach to or logically associate with an electronic transmission an electronic sound, symbol, or process, and includes an electronic signature in an electronic transmission.

(87) STATE. Includes, when referring to a part of the United States, a state or commonwealth, and its agencies and governmental subdivisions, and a territory or possession, and its agencies and governmental subdivisions, of the United States.

(88) SUBSCRIBER. A person who agrees with or makes an offer to an entity to purchase by subscription an ownership interest in the entity.

(89) SUBSCRIPTION. An agreement between a subscriber and an entity, or a written offer made by a subscriber to an entity before or after the entity’s formation, in which the subscriber agrees or offers to purchase a specified ownership interest in the entity.

(90) SUBSIDIARY. An entity at least 50 percent of:

(A) the ownership or membership interest of which is owned by a parent entity; or

(B) the voting power of which is possessed by a parent entity.

(91) TREASURER.

(A) The individual designated as treasurer of an entity under the entity’s governing documents; or

(B) the officer or committee of persons authorized to perform the functions of treasurer of an entity without regard to the designated name of the officer or committee.

(92) TRUSTEE. A person who serves as a trustee of a trust, including a real estate investment trust.

(93) UNCERTIFICATED OWNERSHIP INTEREST. An ownership interest in a domestic entity that is not represented by a certificate.

(94) VICE PRESIDENT.

(A) The individual designated as vice president of an entity under the governing documents of the entity; or

(B) the officer or committee of persons authorized to perform the functions of the president of the entity on the death, absence, or resignation of the president or on the inability of the president to perform the functions of office without regard to the designated name of the officer or committee.

(95) WRITING or WRITTEN. Information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
Ala. Code § 10A-3A-8.30 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.30
Section 10A-3A-8.30 Standards of Conduct for Directors
Status: in_force

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

(a) Each member of the board of directors, when discharging the duties of a director, shall act: (i) in good faith, and (ii) in a manner the director reasonably believes to be in the best interests of the nonprofit corporation.

(b) The members of the board of directors or a board committee, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.

(c) In discharging board of directors or board committee duties, a director shall disclose, or cause to be disclosed, to the other board of directors or board committee members information not already known by them but known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule.

(d) In discharging board of directors or board committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on the performance by any of the persons specified in subsection (f)(1) or subsection (f)(3) to whom the board of directors may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board of directors’ functions that are delegable under applicable law.

(e) In discharging board of directors or board committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection (f).

(f) A director is entitled to rely, in accordance with subsection (d) or (e), on:

(1) one or more officers, employees, or volunteers of the nonprofit corporation or one or more persons associated with the nonprofit corporation, whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided;

(2) legal counsel, public accountants, or other persons retained by the nonprofit corporation as to matters involving skills or expertise the director reasonably believes are matters (i) within the particular person’s professional or expert competence, or (ii) as to which the particular person merits confidence; or

(3) a board committee of which the director is not a member if the director reasonably believes the committee merits confidence.

(g) Except as set forth in subsections (a) and (b), a director, when discharging the duties of a director, has no duty to any person other than the nonprofit corporation.
Ala. Code § 10A-9-1.18 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-1.18
Section 10A-9-1.18 Consent and Proxies of Partners
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-2A-1.46 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-1.46
Section 10A-2A-1.46 Defective Corporate Actions
Status: in_force

(a) A defective corporate action shall not be void or voidable if ratified in accordance with Section 10A-2A-1.47 or validated in accordance with Section 10A-2A-1.52.

(b) Ratification under Section 10A-2A-1.47 or validation under Section 10A-2A-1.52 shall not be deemed to be the exclusive means of ratifying or validating any defective corporate action, and the absence or failure of ratification in accordance with this article shall not, of itself, affect the validity or effectiveness of any corporate action properly ratified under common law or otherwise, nor shall it create a presumption that any such corporate action is or was a defective corporate action or void or voidable.

(c) In the case of an overissue, putative stock shall be valid stock effective as of the date originally issued or purportedly issued upon:

(1) the effectiveness under this article and under Article 10 of an amendment to the certificate of incorporation authorizing, designating, or creating such stock; or

(2) the effectiveness of any other corporate action under this article ratifying the authorization, designation, or creation of such stock.
Ala. Code § 10A-21-3.03 — Alabama Code / Title 10A / Chapter 21 / Section 10A-21-3.03
Section 10A-21-3.03 Entry of Not Guilty Plea for Corporation Failing to Appear, Etc
Status: in_force

If the defendant corporation fails to appear and plead to the indictment, the court must cause the plea of not guilty to be entered for it, and the trial shall proceed as if the corporation had appeared and pleaded not guilty; but, in such case, proof must be made to the court that the person upon whom the notice and copy of the indictment were served was an officer or agent of the corporation authorized by law to receive such service.
Ala. Code § 10-13-20 — Alabama Code / Title 10 / Chapter 13 / Section 10-13-20
Section 10-13-20 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-3A-12.08 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-12.08
Section 10A-3A-12.08 Approval by Specified Person or Group of Persons
Status: in_force

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

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

(c) A requirement in the certificate of incorporation described in subsections (a) or (b) of this section may only be approved by the written approval of the specified person or group of persons.
Ala. Code § 10A-2A-7.23 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.23
Section 10A-2A-7.23 Stock Held by Intermediaries and Nominees
Status: in_force

(a) A corporation’s board of directors may establish a procedure under which a person on whose behalf stock is registered in the name of an intermediary or nominee may elect to be treated by the corporation as the record stockholder by filing with the corporation a beneficial ownership certificate. The terms, conditions, and limitations of this treatment shall be specified in the procedure. To the extent that person is treated under those procedures as having rights or privileges that the record stockholder otherwise would have, the record stockholder shall not have those rights or privileges.

(b) The procedure must specify:

(1) the types of intermediaries or nominees to which it applies;

(2) the rights or privileges that the corporation recognizes in a person with respect to whom a beneficial ownership certificate is filed;

(3) the manner in which the procedure is selected which must include that the beneficial ownership certificate be signed or assented to by or on behalf of the record stockholder and the person on whose behalf the stock is held;

(4) the information that must be provided when the procedure is selected;

(5) the period for which selection of the procedure is effective;

(6) requirements for notice to the corporation with respect to the arrangement; and

(7) the form and contents of the beneficial ownership certificate.

(c) The procedure may specify any other aspects of the rights and duties created by the filing of a beneficial ownership certificate.
Ala. Code § 10A-30-2.12 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-2.12
Section 10A-30-2.12 Shareholders’ Option to Dissolve Corporation; Applicable to Corporations Formed as Close Corporations or Electing Close Corporation Status Prior to January 1, 1995
Status: in_force

(a) The certificate of formation of any close corporation may include a provision granting to any shareholder, or to the holders of any specified number or percentage of shares of any class of shares, an option to have the corporation dissolved at will or upon the occurrence of any specified event or contingency. Whenever any such option to dissolve is exercised, the shareholders exercising the option shall give written notice thereof to all other shareholders. After the expiration of 30 days following the sending of the notice, the dissolution of the corporation shall proceed as if the required number of shareholders having voting power had consented in writing to dissolution of the corporation as provided by the Alabama Business Corporation Law.

(b) If the certificate of formation as originally filed does not contain a provision authorized by subsection (a), the certificate of formation may be amended to include such provision if adopted by the affirmative vote of the holders of all the outstanding shares, whether or not entitled to vote, unless the certificate of formation specifically authorizes such an amendment by a vote which shall be not less than two-thirds of all the outstanding shares whether or not entitled to vote.

(c) Each certificate for shares in any corporation whose certificate of formation authorizes dissolution as permitted by this section shall conspicuously note on the face thereof the existence of the provision. Unless noted conspicuously on the face of the certificate for shares the provision is ineffective.
Ala. Code § 10-9C-1004 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1004
Section 10-9C-1004 Pleading
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-5.07 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-5.07
Section 10A-9-5.07 Right to Distribution
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-10-1.09 — Alabama Code / Title 10A / Chapter 10 / Section 10A-10-1.09
Section 10A-10-1.09 Powers
Status: in_force

A real estate investment trust has the power to:

(1) Unless the declaration of trust provides otherwise, have perpetual existence unaffected by any rule against perpetuities.

(2) Sue, be sued, complain, and defend in all courts.

(3) Transact its business, carry on its operations, and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States and in any foreign country.

(4) Make contracts, incur liabilities, and borrow money.

(5) Sell, mortgage, lease, pledge, exchange, convey, transfer, and otherwise dispose of all or any part of its assets.

(6) Issue bonds, notes, and other obligations, and secure them by mortgage or deed of trust of all or any part of its assets.

(7) Subject to Section 10A-10-1.10, acquire by purchase, or in any other manner, take, receive, own, hold, use, employ, improve, encumber, and otherwise deal with any interest in real and personal property, wherever located.

(8) Purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of and deal with:

a. Securities, shares, and other interests in any obligations of domestic and foreign corporations, other real estate investment trusts, associations, partnerships, and individuals.

b. Direct and indirect obligations of the United States, any other government, state, territory, government district, and municipality, and any of their instrumentalities.

(9) Elect or appoint trustees, officers, and agents of the trust for the period of time the declaration of trust or bylaws provide, define their duties, and determine their compensation.

(10) Adopt and implement employee or officer benefit plans.

(11) Make and alter bylaws not inconsistent with law or with its declaration of trust to regulate the government of the real estate investment trust and the administration of its affairs.

(12) Exercise these powers, including the power to take, hold, and dispose of the title to real and personal property in the name of the trust or in the name of its trustees, without the filing of any bond.

(13) Generally exercise the powers set forth in its declaration of trust which are not inconsistent with law and are appropriate to promote and attain the purposes set forth in its declaration of trust.

(14) Indemnify or advance expenses to trustees, officers, employees, and agents of the trust to the same extent as permitted for directors, officers, employees, and agents of an Alabama corporation under the Alabama Business Corporation Law.
Ala. Code § 10A-2-14.34 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-14.34
Section 10A-2-14.34 Election to Purchase in Lieu of Dissolution
Status: reserved

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

(a) In a proceeding under Section 10A-2-14.30(2) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this section shall be irrevocable unless the court determines that it is equitable to set aside or modify the election.

(b) An election to purchase pursuant to this section may be filed with the court at any time within 90 days after the filing of the petition under Section 10A-2-14.30(2) or at a later time as the court in its discretion may allow. If the election to purchase is filed by one or more shareholders, the corporation shall, within 10 days thereafter, give written notice to all shareholders, other than the petitioner. The notice must state the name and number of shares owned by the petitioner and the name and number of shares owned by each electing shareholder and must advise the recipients of their right to join in the election to purchase shares in accordance with this section. Shareholders who wish to participate must file notice of their intention to join in the purchase no later than 30 days after the effective date of the notice to them. All shareholders who have filed an election or notice of their intention to participate in the election or purchase thereby become parties to the proceeding and shall participate in the purchase in proportion to their ownership of shares as of the date the first election was filed, unless they otherwise agree or the court directs. After an election has been filed by the corporation or one or more shareholders, the proceeding under Section 10A-2-14.30(2) may not be discontinued or settled unless the court determines that it would be equitable to the corporation and the shareholders, other than the petitioner, to permit the discontinuance, settlement, sale, or other disposition.

(c) If, within 60 days of the filing of the first election, the parties reach agreement as to the fair value and terms of purchase of petitioner’s shares, the court shall enter an order directing the purchase of petitioner’s shares upon the terms and conditions agreed to by the parties.

(d) If the parties are unable to reach an agreement as provided for in subsection (c), the court, upon application by any party, shall stay the Section 10A-2-14.30(2) proceedings and determine the fair value of the petitioner’s shares as of the day before the date on which the petition under Section 10A-2-14.30(2) was filed or as of the other date the court deems appropriate under the circumstances.

(e) Upon determining the fair value of the shares, the court shall enter an order directing the purchase upon the terms and conditions as the court deems appropriate, which may include payment of the purchase price in installments, where necessary in the interest of equity, provision for security to assure payment of the purchase price and any additional costs, fees, and expenses as may have been awarded, and, if the shares are to be purchased by shareholders, the allocation of shares among them. In allocating petitioner’s shares among holders of different classes of shares, the court should attempt to preserve the existing distribution of voting rights among holders of different classes insofar as practicable and may direct that holders of a specific class or classes shall not participate in the purchase. Interest may be allowed at the rate and from the date determined by the court to be equitable, but if the court finds that the petitioning shareholder had probable grounds for relief under paragraphs (ii) or (iv) of Section 10A-2-14.30(2), it may award to the petitioning shareholder reasonable fees and expenses of counsel and of any experts employed by him or her.

(f) Upon entry of an order under subsections (c) or (e), the court shall dismiss the petition to dissolve the corporation under Section 10A-2-14.30 and the petitioning shareholder shall no longer have any rights or status as a shareholder of the corporation except the right to receive the amounts awarded to him or her by the order of the court which shall be enforceable in the same manner as any other judgment.

(g) The purchase ordered pursuant to subsection (e) shall be made within 10 days after the date the order becomes final unless before that time the corporation files with the court a notice of its intention to adopt articles of dissolution pursuant to Sections 10A-2-14.02 and 10A-2-14.03, which articles must then be adopted and filed within 50 days thereafter. Upon filing of the articles of dissolution, the corporation shall be dissolved in accordance with the provisions of Sections 10A-2-14.05 and 10A-1-9.22, and the order entered pursuant to subsection (e) shall no longer be of any force or effect, except that the court may award the petitioning shareholder reasonable fees and expenses in accordance with the provisions of the last sentence of subsection (e) and the petitioner may continue to pursue any claims previously asserted on behalf of the corporation.

(h) Any payment by the corporation pursuant to an order under subsections (c) or (e) other than an award of fees and expenses pursuant to subsection (e), is subject to the provisions of Section 10A-2-6.40.
Ala. Code § 10-9C-201 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-201
Section 10-9C-201 Formation of Limited Partnership; Certificate of Limited Partnership
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-8A-501 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-501
Section 10-8A-501 Partner Not Co-Owner 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-2A-7.44 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.44
Section 10A-2A-7.44 Pleading
Status: in_force

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

(a) the date and content of plaintiff’s demand and the corporation’s response by the corporation to the demand; or

(b) why the demand should be excused as futile.
Ala. Code § 10-9C-302 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-302
Section 10-9C-302 No Right or Power as Limited Partner to Bind Limited Partnership
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-9.01 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-9.01
Section 10A-9-9.01 Governing Law
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-20-8.03 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-8.03
Section 10A-20-8.03 Withdrawal from Parent Organization and Use of Fraternal Property Free from Trust Clause
Status: in_force

(a) The majority group of any local organization may withdraw from the parent organization and, upon withdrawal, shall be permitted to devote the fraternal property to the uses originally intended free of the influence of the trust clause; provided, that the facts upon which the right of withdrawal is conditioned under this section shall be judicially determined to exist in and by a judicial proceeding as provided for in this article.

(b) While this article is not intended to control any rules, fraternal, educational, social, or other formula or practice of the parent organization, one of its purposes is to afford an effective remedy and procedure for the preservation and protection of trust, charitable, educational, or fraternal property from impairment or loss thereof when the intended trust use thereof is threatened as a proximate result of subsequent action by the parent organization inconsistent with the basic intent or assumption inherent in, or expressed and fixed before, during, or in, the acquisition or dedication thereof.
Ala. Code § 10-15-1 — Alabama Code / Title 10 / Chapter 15 / Section 10-15-1
Section 10-15-1 Short Title
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-7.22 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-7.22
Section 10A-3A-7.22 Proxies
Status: in_force

(a) Except as otherwise provided in the certificate of incorporation or bylaws, a member may vote in person or by proxy.

(b) A member or the member’s agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form, or by an electronic transmission. An electronic transmission must contain or be accompanied by information from which the recipient can determine the date of the transmission and that the transmission was authorized by the sender or the sender’s agent or attorney-in-fact.

(c) An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the membership nonprofit corporation authorized to count votes. An appointment is valid for the term provided in the appointment form, and, if no term is provided, is valid for 11 months unless the appointment is irrevocable under subsection (d).

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

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

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

(g) Subject to Section 10A-3A-7.23 and to any express limitation on the proxy’s authority stated in the appointment form or electronic transmission, a membership nonprofit corporation is entitled to accept the proxy’s vote or other action as that of the member making the appointment.

(h) Nothing in this section shall be construed as limiting, or extending, authority granted under a durable power of attorney under Section 26-1-2 or Chapter 1A of Title 26, and any successor statute or statutes thereto.
Ala. Code § 10-3B-18 — Alabama Code / Title 10 / Chapter 3B / Section 10-3B-18
Section 10-3B-18 Uniformity of Application and Construction
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-3.04 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-3.04
Section 10-2B-3.04 Ultra Vires
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3-7.02 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-7.02
Section 10A-3-7.02 Voluntary Dissolution - Distribution of Assets Generally
Status: in_force

The assets of a nonprofit corporation in the process of dissolution shall be applied and distributed as follows:

(1) All liabilities and obligations of the nonprofit corporation shall be paid and discharged, or adequate provision shall be made therefor;

(2) Assets held by the nonprofit corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with the requirements;

(3) Assets received and held by the nonprofit corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving nonprofit corporation, pursuant to a plan of distribution adopted as provided in this chapter;

(4) Other assets, if any, shall be distributed in accordance with the provisions of the governing documents to the extent that the governing documents determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;

(5) Any remaining assets may be distributed to the persons, societies, organizations, or domestic or foreign corporations, whether for profit or nonprofit, as may be specified in a plan of distribution adopted as provided in this chapter.
Ala. Code § 10A-11-1.05 — Alabama Code / Title 10A / Chapter 11 / Section 10A-11-1.05
Section 10A-11-1.05 Corporate Name
Status: in_force

An employee cooperative may include the word “cooperative” or “co-op” in its corporate name, provided, however, that the name shall not include the words “electric” or “power”.
Ala. Code § 10-8A-601 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-601
Section 10-8A-601 Events Causing Partner’s Dissociation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-6.01 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-6.01
Section 10A-8A-6.01 Events Causing Partner’s Dissociation
Status: in_force

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

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

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

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

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

(A) it is unlawful to carry on the partnership’s business or not for profit activity with the person as a partner;

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

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

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

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

(A) has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the partnership’s business or not for profit activity;

(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 business or not for profit activity of the partnership that makes it not reasonably practicable to carry on the business or not for profit activity with the person as partner;

(6) in the case of a person who is an individual, and 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 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 partner by virtue of being a trustee of a trust, the trust’s entire transferable interest in the partnership is distributed, but not solely 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 partner by virtue of being a personal representative of an estate, the estate’s entire transferable interest in the partnership is distributed, but not solely by reason of the substitution of a successor personal representative;

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

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

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

(13) the partnership’s participation in a conversion or merger under Article 9, or Article 8 of Chapter 1 of this title if the 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 partner.
Ala. Code § 10A-2-14.21 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-14.21
Section 10A-2-14.21 Procedure for and Effect of Administrative Dissolution
Status: reserved

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

(a) If the Secretary of State determines that one or more grounds exist under Section 10A-2-14.20 for dissolving a corporation, he or she shall serve the corporation with written notice of his or her determination under Section 10A-1-5.31(b), 10A-1-5.35, or 10A-1-5.36.

(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after service of the notice is perfected under Section 10A-1-5.31(b), 10A-1-5.35, or 10A-1-5.36, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate, deliver a copy to the judge of probate for filing, and serve a copy on the corporation under Section 10A-1-5.31(b), 10A-1-5.35, or 10A-1-5.36.

(c) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under Section 10A-2-14.05 and notify claimants under Sections 10A-1-9.21 and 10A-1-9.22, or to apply for reinstatement under Section 10A-2-14.22.

(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
Ala. Code § 10-3A-222 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-222
Section 10-3A-222 Certificates and Certified Copies to Be Received in Evidence
Status: reserved

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

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-1.09 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-1.09
Section 10A-1-1.09 Reference in Law to Statute Revised by Title
Status: in_force

A reference in a law to a statute or a part of a statute revised by this title is considered to be a reference to the part of this title that revises that statute or part of that statute.
Ala. Code § 10-2B-7.26 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-7.26
Section 10-2B-7.26 Action by Single and Multiple Voting Groups
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-8A-902 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-902
Section 10-8A-902 Conversion of Partnership to Limited Partnership, Corporation or Limited Liability Company
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-1-2 — Alabama Code / Title 10 / Chapter 1 / Section 10-1-2
Section 10-1-2 Establishment of Segregated, Separate Political Funds; Voluntary Contributions; Filing of Disclosure Reports; Violations
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-11-2 — Alabama Code / Title 10 / Chapter 11 / Section 10-11-2
Section 10-11-2 Definitions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-1.09 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-1.09
Section 10A-20-1.09 Records and Certificates Prima Facie Evidence
Status: in_force

Any record kept or certificate issued in pursuance of this chapter, or a copy of any such record certified to be true by the legal custodian thereof, shall be received in evidence in all courts and shall be prima facie evidence of the facts therein recited or thereby shown.
Ala. Code § 10A-1-7.37 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-7.37
Section 10A-1-7.37 Extension of Lines, Tracks, Ways, or Works into State
Status: in_force

Any foreign entity which has complied with the constitution and laws of this state for transacting business in this state and which is engaged in constructing or operating a streetcar, electric light, telegraph, telephone or power lines, pipelines, or works in an adjoining state may extend its lines, tracks, ways, pipelines, or works into this state and connect with other lines, pipelines, ways or works of similar or like character and, for that purpose, may have and exercise the same rights, privileges, immunities and remedies as to right of eminent domain and condemnation proceedings as are had and exercised by domestic entities engaged in like or similar business.
Ala. Code § 10-3A-148 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-148
Section 10-3A-148 Venue and Process
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-17-1.13 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-1.13
Section 10A-17-1.13 Venue
Status: in_force

Venue shall be as is provided in Section 6-3-6, as may be amended from time to time.
Ala. Code § 10A-16-1.06 — Alabama Code / Title 10A / Chapter 16 / Section 10A-16-1.06
Section 10A-16-1.06 Duration of Business Trust; Rules Against Perpetuities and Restraint of Alienation Not Violated
Status: in_force

A business trust shall not be deemed invalid as violating the rule against perpetuities or the law against suspension of the powers of alienation. Such trust may continue for the time as may be necessary to accomplish the purposes for which it may be created, provided the declaration of trust contains a provision that the trust may be terminated at any time by action of the trustees or by the vote of a specified percentage in interest of the beneficial owners thereof as set forth in the declaration of trust.
Ala. Code § 10A-20-2.01 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-2.01
Section 10A-20-2.01 Incorporation
Status: in_force

(a) The members of any church, conference of churches, religious society, educational society, benevolent, monument, or burial society, patriotic society, societies for the purpose of nature study or scientific research, society for establishing public parks or places of public recreation, societies for promoting knowledge, promoting arts, or promoting sciences, societies for purposes of like kind or the owners of a graveyard, or the trustees of any of the foregoing churches, conferences, institutions, or societies elected by the organization, or organizations, of the church, conferences, institution, association, or society desiring to become incorporated, shall adopt a resolution signifying the intention and elect not less than three trustees.

(b) The trustees shall, within 30 days after their election, deliver to the Secretary of State for filing, a certificate stating the corporate name selected, the names of the trustees, and the length of time for which they are elected, shall pay to the Secretary of State the filing fee under Chapter 1 for filing a certificate of formation. The members of the society, their associates, and successors are, from the filing of the certificate, incorporated by the name specified.
Ala. Code § 10A-2-11.05 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-11.05
Section 10A-2-11.05 Articles of Merger or Share Exchange
Status: reserved

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

(a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the Secretary of State for filing articles of merger or share exchange setting forth:

(1) The plan of merger or share exchange;

(2) If shareholder approval was not required, a statement to that effect;

(3) If approval of the shareholders of one or more corporations party to the merger or share exchange was required:

(i) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and

(ii) Either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group; and

(4) As to each domestic corporation, the county in which its articles of incorporation are filed.

(b) A merger or share exchange takes effect upon the effective date of the articles of merger or share exchange.
Ala. Code § 10A-8A-8.03 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-8.03
Section 10A-8A-8.03 Right to Wind Up Business or Not for Profit Activity
Status: in_force

(a) If a dissolved partnership has a partner or partners that have not dissociated, that partner or those partners shall wind up the business or not for profit activity of the partnership and shall have the powers set forth in Section 10A-8A-8.04. A person whose dissociation as a partner resulted in the dissolution of the partnership may participate in the winding up as if still a partner, unless the dissociation was wrongful.

(b) If a dissolved partnership does not have a partner and no person has the right to participate in winding up under subsection (a), the personal or legal representative of the last person to have been a partner may wind up the partnership’s business or not for profit activity. If the representative does not exercise that right, a person to wind up the partnership’s business or not for profit activity may be appointed by the affirmative vote or consent of transferees owning a majority of the transferable interests at the time the consent is to be effective.

(c) A court of competent jurisdiction may order judicial supervision of the winding up of a dissolved partnership, including the appointment of a person to wind up the partnership’s business or not for profit activity:

(1) on application of a partner or any person entitled under the last sentence of subsection (a) to participate in the winding up of the dissolved partnership, if the applicant establishes good cause;

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

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

(4) in connection with a proceeding under Section 10A-8A-8.01(4) or (5).

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

(1) has the powers of a partner under Section 10A-8A-8.04 but is not liable for the debts, liabilities, and other obligations of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the business or not for profit activity of the dissolved partnership; and

(2) shall promptly deliver to the Secretary of State for filing a statement of dissolution setting forth the items listed in Section 10A-8A-8.02(b)(1) and the following:

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

(B) the name, street address, and mailing address of each person that has been appointed to wind up the business or not for profit activity of the partnership;

(C) that each person has been appointed pursuant to subsection (b) or (c), as applicable, to wind up the business or not for profit activity of the partnership;

(D) pursuant to this section, that each person has the powers of a partner under Section 10A-8A-8.04 but is not liable for the debts, liabilities, and other obligations of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the business or not for profit activity of the dissolved partnership; and

(E) if the partnership has filed a statement of partnership, a statement of not for profit partnership, a statement of limited liability partnership or a statement of authority, the unique identifying number or other designation as assigned by the Secretary of State.

(e) If a partnership has not filed a statement of partnership, a statement of not for profit partnership, a statement of limited liability partnership, or statement of authority and the Secretary of State has not assigned a unique identifying number or other designation to that partnership, then the Secretary of State shall assign a unique identifying number or other designation to that partnership when the person required under subsection (d) delivers to the Secretary of State for filing the statement of dissolution for that partnership, without the need to deliver to the Secretary of State for filing a statement of partnership, a statement of not for profit partnership, a statement of limited liability partnership, or a statement of authority.
Ala. Code § 10A-10-1.12 — Alabama Code / Title 10A / Chapter 10 / Section 10A-10-1.12
Section 10A-10-1.12 Inspection of Records
Status: in_force

A shareholder has the same right to inspect the records of the real estate investment trust as a shareholder of a corporation under the Alabama Business Corporation Law.
Ala. Code § 10A-20-7.01 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-7.01
Section 10A-20-7.01 Definitions
Status: in_force

For the purposes of this article, the following terms shall have the meanings respectively ascribed to them by this section:

(1) BOARD OF DIRECTORS. The board of directors of the corporation created under this article.

(2) CORPORATION. An Alabama industrial development corporation created under this article.

(3) FINANCIAL INSTITUTION. Any banking, mortgaging corporation or trust company, savings and loan association, insurance company or related corporation, partnership, foundation, pension funds or other institution engaged primarily in lending or investing funds.

(4) LOAN LIMIT. For any member, the maximum amount permitted to be outstanding at one time on loans made by the member to the corporation, as determined under the provision of this article.

(5) MEMBER. Any financial institution authorized to do business within this state which shall undertake to lend money to a corporation created under this article, upon its call and in accordance with the provisions of this article.

(6) STATE. The State of Alabama.
Ala. Code § 10A-9-11.05 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-11.05
Section 10A-9-11.05 Effect of Conversion
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-9A-193 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-193
Section 10-9A-193 Vesting of Certain Rights, Privileges, Powers, Property, Liabilities and Duties
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-2B-12.01 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-12.01
Section 10-2B-12.01 Sale of Assets in Regular Course of Business and Mortgage of Assets
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-808 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-808
Section 10-9C-808 Liability of General Partner and Person Dissociated as General Partner When Claim Against Limited Partnership Barred
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-17-1.06 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-1.06
Section 10A-17-1.06 Statement of Authority as to Real Property
Status: in_force

(a) A nonprofit association shall execute and record a statement of authority to transfer an estate or interest in real property in the name of the nonprofit association.

(b) An estate or interest in real property in the name of a nonprofit association may be transferred by a person so authorized in a statement of authority recorded in the office of the judge of probate of the county in which the real property is located.

(c) A statement of authority shall set forth:

(1) The name of the nonprofit association;

(2) The address in Alabama, including the street address, if any, of the nonprofit association, or, if the nonprofit association does not have an address in Alabama, its address out of state;

(3) The name or title of a person authorized to transfer an estate or interest in real property held in the name of the nonprofit association; and

(4) The action, procedure, or vote of the nonprofit association which authorizes the person to transfer the real property of the nonprofit association and which authorizes the person to execute the statement of authority.

(d) A statement of authority shall be executed and recorded in the same manner as a deed by a person who is not the person authorized to transfer the estate or interest.

(e) The judge of probate shall collect a fee for recording a statement of authority in accordance with Article 4 of Chapter 1.

(f) An amendment, including a cancellation, of a statement of authority shall meet the requirements for execution and recording, and be accompanied by payment of the same recording fee payable to and for the judge of probate, of an original statement. Unless cancelled earlier, a recorded statement of authority as amended is cancelled by operation of law five years after the date of the most recent amended statement of authority.

(g) If the record title to real property is in the name of a nonprofit association and the statement of authority is recorded in the office of the judge of probate of the county in which the real property is located, the authority of the person named in a statement of authority is conclusive in favor of a person who gives value without notice that the person lacks authority.
Ala. Code § 10A-3-1.04 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-1.04
Section 10A-3-1.04 Purposes
Status: in_force

(a) Nonprofit corporations may be organized under this chapter for any lawful purpose or purposes, including, without being limited to, any one or more of the following purposes:

(1) Charitable,

(2) Benevolent,

(3) Eleemosynary,

(4) Educational,

(5) Civic,

(6) Patriotic,

(7) Political,

(8) Religious,

(9) Social,

(10) Fraternal,

(11) Literary,

(12) Cultural,

(13) Athletic,

(14) Scientific,

(15) Agricultural,

(16) Horticultural,

(17) Animal husbandry,

(18) Professional, commercial, industrial or trade association,

(19) Cemetery operation and maintenance, and

(20) Historical.

(b) 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.

(c) 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.

(d) 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 § 10A-3A-8.26 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.26
Section 10A-3A-8.26 Authorization of Agreements and Other Instruments. (Amended by 2026-495)
Status: in_force

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

(a) Whenever this chapter expressly requires the board of directors to approve or take other action with respect to any agreement, instrument, plan, or document, such agreement, instrument, plan, or document may be approved by the board of directors in final form or in substantially final form. Substantially final form means that all of the material terms are set forth in the agreement, instrument, plan, or document, or are determinable through other information or materials presented to or known by the board of directors, or are determinable by a combination thereof.

(b) If the board of directors shall have acted to approve or take other action with respect to an agreement, instrument, plan, or document that is expressly required by this chapter to be approved by the board of directors, the board of directors may, but is not required to, at any time after providing the approval or taking such other action adopt a resolution ratifying the agreement, instrument, plan, or document, and the ratification shall be deemed to be effective as of the time of the original approval or other action by the board of directors and to satisfy any requirement under this chapter that the board of directors approve or take other action with respect to the agreement, instrument, plan, or document in a specific manner or sequence.
Ala. Code § 10A-3-7.04 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-7.04
Section 10A-3-7.04 Voluntary Dissolution - Revocation of Voluntary Dissolution Proceedings
Status: in_force

(a) A nonprofit corporation may, at any time prior to the delivery of the articles of dissolution to the Secretary of State for filing, revoke the action theretofore taken to dissolve the nonprofit corporation, in the following manner:

(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of the revocation 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 advisability of revoking the voluntary dissolution proceedings shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting.

(2) If there are no members, or no members entitled to vote thereon, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

(b) Upon the adoption of the resolution by the members, or by the board of directors where there are no members or no members entitled to vote thereon, a statement of revocation of voluntary dissolution proceedings shall be executed for the nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the statement, which statement shall set forth:

(1) The name of the nonprofit corporation.

(2) The names and respective addresses of its officers.

(3) The names and respective addresses of its directors.

(4) If there are members entitled to vote thereon, (i) a statement setting forth the date of the meeting of members at which the resolution to revoke the voluntary dissolution proceedings was adopted, that a quorum was present at the meeting, and that the resolution received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting, or (ii) a statement that the resolution was adopted by a consent in writing signed by all members entitled to vote with respect thereto.

(5) If there are no members, or no members entitled to vote thereon, a statement of the fact, the date of the meeting of the board of directors at which the resolution to revoke the voluntary dissolution proceedings was adopted, and a statement of the fact that the resolution received the vote of a majority of the directors in office.

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

(c) The statement of revocation of voluntary dissolution proceedings shall be delivered to the Secretary of State for filing.

(d) Upon the filing of a statement of revocation of voluntary dissolution proceedings, the nonprofit corporation may thereupon again conduct its affairs.
Ala. Code § 10A-20-8.05 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-8.05
Section 10A-20-8.05 Declaratory Actions - Institution of Action
Status: in_force

Upon resolution or written declaration by the majority group, upon giving 30 days’ notice to the parent organization, and upon giving like notice to the organization membership or the official governing body of the local organization, a corporation formed by the majority group shall be authorized to institute a civil action on behalf of itself and the majority group at the cost of the plaintiff if none of the defendants contest the action, otherwise, the costs to be taxed within the discretion of the circuit court of the county in which the local organization is located, for a judicial finding and declaratory action as provided in this section. Such proceeding or action shall state the facts as to the basis for relief from miscarriage of basic intent and understanding, as provided in this article, and any other factors or equities entitling the plaintiff to the relief sought.
Ala. Code § 10A-9A-7.01 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-7.01
Section 10A-9A-7.01 Transferable Interest
Status: in_force

The only interest of a partner which is transferable is the partner’s transferable interest. A transferable interest is personal property.
Ala. Code § 10A-8A-3.06 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-3.06
Section 10A-8A-3.06 Partner’s Liability
Status: in_force

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

(b) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person’s admission as a partner.

(c) Except as set forth in subsection (b) of Section 10A-8A-10.02, a debt, obligation, or other liability of a partnership incurred while the partnership is a limited liability partnership is solely the debt, obligation, or other liability of the limited liability partnership. Except as set forth in subsection (b) of Section 10A-8A-10.02, a partner in a limited liability partnership is not personally liable or accountable, directly or indirectly, including by way of indemnification, contribution, assessment, or otherwise, for debts, obligations, and liabilities of, or chargeable to, the limited liability partnership, or another partner or partners, whether arising in tort, contract, or otherwise, solely by reason of being such a partner or acting, or omitting to act, in such capacity, which such debts, obligations and liabilities occur, are incurred or are assumed while the partnership is a limited liability partnership. This subsection applies (1) despite anything inconsistent in the partnership agreement that existed immediately before the partnership becomes a limited liability partnership, and (2) regardless of the dissolution of the limited liability partnership.

(d) Subsection (c) of this section shall not affect the liability of a limited liability partnership to the extent of partnership assets for partnership debts, obligations and liabilities.

(e) A partner in a limited liability partnership is not a necessary or proper party to a proceeding by or against a limited liability partnership, the object of which is to recover any debts, obligations, or liabilities of, or chargeable to, the limited liability partnership, unless the partner is personally liable therefor under subsection (b) of Section 10A-8A-10.02.
Ala. Code § 10A-2A-8.31 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.31
Section 10A-2A-8.31 Standards of Liability for Directors
Status: in_force

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

(a) A director shall not be liable to the corporation or its stockholders for any decision to take or not to take action, or any failure to take any action, as a director, unless the party asserting liability in a proceeding establishes that:

(1) no defense interposed by the director based on (i) any provision in the certificate of incorporation authorized by Section 10A-2A-2.02(b)(4) or by Section 10A-2A-2.02(b)(6), or (ii) the protection afforded by Section 10A-2A-8.60, precludes liability; and

(2) the challenged conduct consisted or was the result of:

(i) action not in good faith; or

(ii) a decision

(A) which the director did not reasonably believe to be in the best interests of the corporation, or

(B) as to which the director was not informed to an extent the director reasonably believed appropriate in the circumstances; or

(iii) a lack of objectivity due to the director’s familial, financial or business relationship with, or a lack of independence due to the director’s domination or control by, another person having a material interest in the challenged conduct,

(A) which relationship or which domination or control could reasonably be expected to have affected the director’s judgment respecting the challenged conduct in a manner adverse to the corporation, and

(B) after a reasonable expectation to that effect has been established, the director shall not have established that the challenged conduct was reasonably believed by the director to be in the best interests of the corporation; or

(iv) a sustained failure of the director to devote attention to ongoing oversight of the business and affairs of the corporation, or a failure to devote timely attention, by making (or causing to be made) appropriate inquiry, when particular facts and circumstances of significant concern materialize that would alert a reasonably attentive director to the need for that inquiry; or

(v) receipt of a financial benefit to which the director was not entitled or any other breach of the director’s duties to deal fairly with the corporation and its stockholders that is actionable under applicable law.

(b) The party seeking to hold the director liable:

(1) for money damages, shall also have the burden of establishing that:

(i) harm to the corporation or its stockholders has been suffered, and

(ii) the harm suffered was proximately caused by the director’s challenged conduct; or

(2) for other money payment under a legal remedy, such as compensation for the unauthorized use of corporate assets, shall also have whatever persuasion burden may be called for to establish that the payment sought is appropriate in the circumstances; or

(3) for other money payment under an equitable remedy, such as profit recovery by or disgorgement to the corporation, shall also have whatever persuasion burden may be called for to establish that the equitable remedy sought is appropriate in the circumstances.

(c) Nothing contained in this section shall (i) in any instance where fairness is at issue alter the burden of proving the fact or lack of fairness otherwise applicable, (ii) alter the fact or lack of liability of a director under another section of this chapter, such as the provisions governing the consequences of an unlawful distribution under Section 10A-2A-8.32 or a transactional interest under Section 10A-2A-8.60, or (iii) affect any rights to which the corporation or a stockholder may be entitled under another statute of this state or the United States.
Ala. Code § 10-12-30 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-30
Section 10-12-30 (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.) Purchase of Dissociated Member’s Interest
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-16.04 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-16.04
Section 10A-2A-16.04 Court-Ordered Inspection. (Amended by 2026-495)
Status: in_force

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

(a) If a corporation does not allow a stockholder who complies with Section 10A-2A-16.02(a) to inspect and copy any records required by that section to be available for inspection, the designated court, and if none, the circuit court for the county in which the corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation’s most recent registered office is located may summarily order inspection and copying of the records demanded at the corporation’s expense upon application of the stockholder.

(b) If a corporation does not within a reasonable time allow a stockholder who complies with Section 10A-2A-16.02(b) to inspect and copy the records required by that section, the stockholder who complies with Section 10A-2A-16.02(c) may apply to the designated court, and if none, the circuit court for the county in which the corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation’s most recent registered office is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.

(c) If the court orders inspection and copying of the records demanded under Section 10A-2A-16.02(b), it may impose reasonable restrictions on their confidentiality, use, or distribution by the demanding stockholder and it shall also order the corporation to pay the stockholder’s expenses incurred to obtain the order unless the corporation establishes that it refused inspection in good faith because the corporation had:

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

(2) required reasonable restrictions on the confidentiality, use, or distribution of the records demanded to which the demanding stockholder had been unwilling to agree.
Ala. Code § 10-4-152 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-152
Section 10-4-152 Applicability of Laws Regulating Securities
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-15.42 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-15.42
Section 10-2B-15.42 Filing of Verified Statement with Commissioner of Revenue by Foreign Corporation Prior to Acting as Fiduciary
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-8A-603 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-603
Section 10-8A-603 Effect of Partner’s Dissociation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-5A-10.03 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-10.03
Section 10A-5A-10.03 Filings Required for Conversion; Effective Date
Status: in_force

(a) After a plan of conversion is approved:

(1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), which statement of conversion must be signed in accordance with Section 10A-5A-2.04(a) and which must include:

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

(B) the date of the filing of the certificate of formation of the converting organization, if any, and all prior amendments and the filing office or offices, if any, where such is filed;

(C) a statement that the converting organization has been converted into the converted organization;

(D) the name and type of organization of the converted organization and the jurisdiction of its governing statute;

(E) the street and mailing address of the principal office of the converted organization;

(F) the date the conversion is effective under the governing statute of the converted organization;

(G) a statement that the conversion was approved as required by this chapter;

(H) a statement that the conversion was approved as required by the governing statute of the converted organization; and

(I) a statement that a copy of the plan of conversion will be furnished by the converted organization, on request and without cost, to any owner of the converting organization; and

(J) if the converted 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-5A-10.04(b); and

(2) if the converted organization is a limited liability company, the converting organization shall deliver for filing a certificate of formation in accordance with subsection (d), which certificate of formation must include, in addition to the information required by Section 10A-5A-2.01(a):

(A) a statement that the limited liability company was converted from the converting organization;

(B) the name and type of organization of the converting organization, the jurisdiction of the converting organization’s governing statute, and the converting organization’s unique identifying number or other designation as assigned by the Secretary of State, if any; and

(C) a statement that the conversion was approved in a manner that complied with the converting organization’s governing statute.

(b) A conversion becomes effective:

(1) if the converted organization is a limited liability company, when the certificate of formation takes effect; and

(2) if the converted organization is not a limited liability company, as provided by the governing statute of the converted organization.

(c) If the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, then the converting organization shall deliver for filing the statement of conversion required under subsection (a)(1) to the Secretary of State.

(d) If the converted organization is a limited liability company, the converting organization shall deliver for filing the certificate of formation required under subsection (a)(2) to the Secretary of State.

(e) If the converting organization is required to deliver for filing a statement of conversion and a certificate of formation to the Secretary of State, then the converting organization shall deliver for filing the statement of conversion and the certificate of formation to the Secretary of State simultaneously.

(f) After a conversion becomes effective, if the converted organization is a limited liability company then, except for certified copies of documents permitted to be delivered to the judge of probate for filing pursuant to subsection (h) all filing instruments required to be filed under this title regarding that converted organization shall be filed with the Secretary of State.

(g) If:

(1) the converting organization is a filing entity or a foreign filing entity registered to conduct activities and affairs in this state;

(2) the converted organization will be a filing entity or a foreign filing entity registered to conduct activities and affairs in this state;

(3) the name of the converting organization and the converted organization are to be the same, other than words, phrases, or abbreviations indicating the type of entity; and

(4) the name of the converted organization complies with Division A of Article 5 of Chapter 1 or Section 10A-1-7.07, as the case may be; then notwithstanding Division B of Article 5 of Chapter 1, no name reservation shall be required and the converted organization shall for all purpose of this title be entitled to utilize the name of the converting organization without any further action by the converting organization or the converted organization.

(h) A certified copy of any document required to be filed under this section may be filed in the real estate records in the office of the judge of probate in any county in which the converting 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 shall, however, be entitled to collect a filing fee of five dollars ($5). Any such filing shall evidence chain of title, but lack of filing shall not affect the converted organization’s title to such real property.

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

(j) The filing fees for a statement of conversion shall be as set forth in Chapter 1.
Ala. Code § 10-3A-144 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-144
Section 10-3A-144 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-1-8.03 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-8.03
Section 10A-1-8.03 Nonexclusive Application of Article
Status: in_force

This article is not exclusive. This article does not preclude any entity from being converted or merged under law other than this chapter.
Ala. Code § 10A-3-2.09 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-2.09
Section 10A-3-2.09 Number and Election of Directors; Terms; Removal from Office
Status: in_force

(a) The number of directors of a nonprofit corporation shall be not less than one. Subject to this limitation, unless the number of directors is fixed by the certificate of formation or the bylaws, the board of directors may fix the number of directors from time to time. The number of directors to serve on the initial board of directors shall be fixed by the certificate of formation. Unless the certificate of formation or bylaws require an amendment to the certificate or the bylaws, the number of directors may be increased or decreased from time to time by the board of directors. No decrease in number shall have the effect of shortening the term of any incumbent director.

(b) The directors constituting the initial board of directors shall be named in the certificate of formation and shall hold office until the first annual election of directors or for any other period as may be specified in the governing documents. Thereafter, directors shall be elected or appointed in the manner and for the terms provided in the governing documents of the nonprofit corporation. In the absence of a provision fixing the term of office, the term of office of a director shall be one year.

(c) Directors may be divided into classes and the terms of office of the several classes need not be uniform. Each director shall hold office for the term to which he or she is elected or appointed and until his or her successor shall have been elected or appointed and qualified.

(d) A director may be removed from office pursuant to any procedure therefor provided in the certificate of formation.
Ala. Code § 10A-17-2.11 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.11
Section 10A-17-2.11
Status: in_force

In an action or proceeding against a decentralized unincorporated nonprofit association, a summons and complaint shall be served on the agent authorized by appointment in Section 10A-17-2.10 to receive service of process, on a person authorized to administer the affairs of the nonprofit association, or in any manner otherwise provided in the Alabama Rules of Civil Procedure. If, after reasonable efforts to accomplish service through the methods provided in this section, service cannot be accomplished, then service may be made on a member of the nonprofit association.
Ala. Code § 10A-17-2.06 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.06
Section 10A-17-2.06
Status: in_force

(a) A decentralized unincorporated nonprofit association shall execute and record a statement of authority to transfer an estate or interest in real property in the name of the nonprofit association.

(b) An estate or interest in real property in the name of a decentralized unincorporated nonprofit association may be transferred by a person so authorized in a statement of authority recorded in the office of the judge of probate of the county in which the real property is located.

(c) A statement of authority shall set forth:

(1) The name of the decentralized unincorporated nonprofit association;

(2) The address in Alabama, including the street address, if any, of the decentralized unincorporated nonprofit association, or, if the decentralized unincorporated nonprofit association does not have an address in Alabama, its address out of state;

(3) The name or title of a person authorized to transfer an estate or interest in real property held in the name of the decentralized unincorporated nonprofit association; and

(4) The action, procedure, or vote of the decentralized unincorporated nonprofit association which authorizes the person to transfer the real property of the decentralized unincorporated nonprofit association and which authorizes the person to execute the statement of authority.

(d) A statement of authority shall be executed and recorded in the same manner as a deed by a person who is not the person authorized to transfer the estate or interest.

(e) The judge of probate shall collect a fee for recording a statement of authority in accordance with Article 4 of Chapter 1.

(f) An amendment, including a cancellation, of a statement of authority shall meet the requirements for execution and recording, and be accompanied by payment of the same recording fee payable to and for the judge of probate, of an original statement. Unless canceled earlier, a recorded statement of authority as amended is canceled by operation of law five years after the date of the most recent amended statement of authority.

(g) If the record title to real property is in the name of a decentralized unincorporated nonprofit association and the statement of authority is recorded in the office of the judge of probate of the county in which the real property is located, the authority of the person named in a statement of authority is conclusive in favor of a person who gives value without notice that the person lacks authority.
Ala. Code § 10A-2-16.04 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-16.04
Section 10A-2-16.04 Court-Ordered Inspection
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 a domestic corporation or a foreign corporation with its principal office within this state does not allow a shareholder who complies with Section 10A-2-16.02(a) to inspect and copy any records required by that subsection to be available for inspection, the circuit court of the county where the corporation’s principal office, or, if none in this state, its registered office, is located may summarily order inspection and copying of the records demanded at the corporation’s expense upon application of the shareholder.

(b) If a domestic corporation or a foreign corporation with its principal office within this state does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with Section 10A-2-16.02(b) and (c) may apply to the circuit court in the county where the corporation’s principal office, or, if none in this state, its registered office, is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.

(c) If the court orders inspection and copying of the records demanded, it shall, in addition to any penalty or damages for which there is liability under Section 10A-2-16.02(c), also order the corporation to pay the shareholder’s costs, including reasonable counsel fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.

(d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.
Ala. Code § 10A-1-8.01 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-8.01
Section 10A-1-8.01 Conversion of Business and Nonprofit Entities
Status: in_force

A conversion of an entity may be accomplished as provided in this section:

(a) The plan of conversion must be in writing, and:

(1) must include the following:

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

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

(C) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting entity into any combination of money, interests in the converted entity, and other consideration allowed in subsection (b); and

(D) the organizational documents of the converted entity;

(2) may include other provisions relating to the conversion not prohibited by law; and

(3) at the time of the approval of the plan of conversion in accordance with subsection (c), the plan of conversion is not required to contain or have attached thereto any disclosure letter, disclosure schedules, or similar documents or instruments contemplated by the plan of conversion that modify, supplement, qualify, or make exceptions to representations, warranties, covenants, or conditions contained in the plan of conversion.

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

(c) The plan of conversion of an entity must be approved as follows:

(1) CORPORATIONS.

(A) If a corporation is governed by Chapter 2A and that corporation is a converting entity, the plan of conversion under subsection (a) must be approved in accordance with Chapter 2A. If the conversion is a corporate action as described in Section 10A-2A-13.02, then the rights, obligations, and procedures under Article 13 of Chapter 2A shall be applicable to that conversion.

(B) If a corporation is governed by Chapter 3A and that corporation is a converting entity, the plan of conversion under subsection (a) must be approved in accordance with Chapter 3A.

(C) If a corporation is not governed by Chapter 2A or Chapter 3A and that corporation is a converting entity, the plan of conversion under subsection (a) must be approved in accordance with the law of the jurisdiction of formation of that corporation.

(2) LIMITED PARTNERSHIPS, INCLUDING LIMITED LIABILITY LIMITED PARTNERSHIPS. If a limited partnership is a converting entity, the plan of conversion under subsection (a) must be approved in accordance with Chapter 9A.

(3) LIMITED LIABILITY COMPANIES. If a limited liability company is a converting entity, the plan of conversion under subsection (a) must be approved in accordance with Chapter 5A.

(4) GENERAL PARTNERSHIPS, INCLUDING LIMITED LIABILITY PARTNERSHIPS. If a general partnership is a converting entity, the plan of conversion under subsection (a) must be approved in accordance with Chapter 8A. If a general partnership is the converting entity and that general partnership does not have an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, then that general partnership must, before proceeding with a conversion deliver to the Secretary of State for filing, a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership simultaneously with the delivery to the Secretary of State for filing, of a statement of conversion.

(5) REAL ESTATE INVESTMENT TRUST. The terms and conditions of the plan of conversion under subsection (a) of a real estate investment trust must be approved by all of the trust’s shareholders or as otherwise provided in the trust’s declaration of trust; 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. No conversion of a real estate investment trust to a general or limited partnership may be effected without the consent in writing of each shareholder who will have personal liability with respect to the converted entity, notwithstanding any provision in the declaration of trust of the converting real estate investment trust providing for less than unanimous shareholder approval for the conversion.

(6) OTHER ENTITY. In the case of an entity not specified in subdivisions (1) through (5), a plan of conversion under subsection (a) must be approved in writing by all owners of that entity or, if the entity has no owners, then by all members of the governing authority of that entity.

(d) After the plan of conversion is approved pursuant to subsection (c):

(1) if the converting entity is a filing entity, the converting entity shall deliver to the Secretary of State for filing, a statement of conversion, which must include:

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

(B) a statement that the converting entity has been converted into the converted entity;

(C) the name and type of entity of the converted entity and the jurisdiction of its governing statute;

(D) the street and mailing address of the principal office of the converted entity;

(E) the date the conversion is effective under the governing statute of the converted entity;

(F) a statement that the conversion was approved as required by this chapter;

(G) a statement that the conversion was approved as required by the governing statute of the converted entity;

(H) a statement that a copy of the plan of conversion will be furnished by the converted entity, on request and without cost, to any owner of the converted or converting entity; and

(I) if the converted entity is a foreign entity not authorized to conduct activities and affairs in this state, the street and mailing address of an office for the purposes of Section 10A-1-8.04(b); and

(2) if the converted entity is (I) a filing entity, the converting entity shall deliver to the Secretary of State for filing a certificate of formation or (II) a general partnership, the converting entity shall deliver to the Secretary of State for filing a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership, as applicable, which certificate of formation or statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, as applicable, must include, in addition to the information required in the chapter governing the certificate of formation of the converted entity, the following:

(A) The name, mailing address of the principal office of, type of entity, and the jurisdiction of the governing statute of the converting entity and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;

(B) A statement that the converting entity has been converted into the converted entity;

(C) The filing office where the certificate of formation, if any, of the converting entity is filed and the date of the filing thereof;

(D) If the converted entity is one in which one or more owners lack limited liability protection, a statement that each owner of the converting entity who is to become an owner without limited liability protection of the converted entity has consented in writing to the conversion as required by this section; and

(E) A statement that the conversion was approved pursuant to this section and, if the converting entity is a foreign entity, that the conversion was approved as required by the governing statute of such foreign entity;

(3) if the converting entity is required pursuant to subdivisions (1) and (2) to deliver to the Secretary of State for filing both (I) a statement of conversion and (II)(A) a certificate of formation or (B) a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, as applicable, then the converting entity shall deliver the statement of conversion and the certificate of formation or the statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, as applicable, to the Secretary of State simultaneously; and

(4) if the converting entity is a general partnership and that partnership does not have an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, then the converting entity must deliver to the Secretary of State for filing, a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership simultaneously with the delivery to the Secretary of State for filing, of a statement of conversion.

(e) After a plan of conversion is approved and before the conversion takes effect, the plan may be amended or abandoned as provided in the plan, or if the plan does not provide for amendment or abandonment, in the same manner as required for the approval of the plan of conversion originally.

(f) A conversion becomes effective:

(1) if the converted entity is a filing entity, the effective date determined in accordance with Article 4 of this chapter; and

(2) if the converted entity is not a domestic filing entity, as provided by the governing statute of the converted entity.

(g) When a conversion becomes effective:

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

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

(3) an action or proceeding pending by or against the converting entity 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 entity remain vested in the converted entity;

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

(6) except as otherwise agreed, for all purposes of the laws of this state, the converting entity 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 entity;

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

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

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

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

(11) if the Secretary of State has assigned a unique identifying number or other designation to the converting entity and (i) the converted entity is formed pursuant to the laws of this state, or (ii) the converted entity 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 entity; and

(12)(A) An owner with limited liability protection remains liable, if at all, for an obligation incurred by the converting entity before the conversion takes effect only to the extent, if any, the owner would have been liable if the conversion had not occurred.

(B) An owner with limited liability protection who becomes an owner without limited liability protection is liable for an obligation of the converted entity incurred after conversion to the extent provided for by the laws applicable to the converted entity.

(13) An owner without limited liability protection who as a result of a conversion becomes an owner of a converted entity with limited liability protection remains liable for an obligation incurred by the converting entity before the conversion takes effect only to the extent, if any, the owner would have been liable if the conversion had not occurred.

(h) If:

(1) the converting entity is a filing entity, a general partnership with an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, a foreign filing entity registered to transact business or not for profit activity in this state, or a qualified foreign limited liability partnership;

(2) the converted entity will be a filing entity, a general partnership with an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, a foreign filing entity registered to transact business or not for profit activity in this state, or a qualified foreign limited liability partnership;

(3) the name of the converting entity and the converted entity are to be the same, other than words, phrases, or abbreviations indicating the type of entity; and

(4) the name of the converted entity complies with Division A of Article 5 or Section 10A-1-7.07, as the case may be; then, notwithstanding Division B of Article 5, no name reservation shall be required and the converted entity shall for all purposes of this title be entitled to utilize the name of the converting entity without any further action by the converting entity or the converted entity.

(i) A certified copy of the statement of conversion may be delivered to the office of the judge of probate in any county in which the converting entity owned real property, to be recorded without payment and without collection by the judge of probate of any deed or other transfer tax or fee. The judge of probate shall, however, be entitled to collect a filing fee of five dollars ($5). Any filing shall evidence chain of title, but lack of filing shall not affect the converted entity’s title to the real property.
Ala. Code § 10A-8A-4.04 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-4.04
Section 10A-8A-4.04 Liability for Contribution
Status: in_force

(a) A partner’s obligation to make a contribution to a partnership is not excused by the partner’s death, disability, or other inability to perform personally.

(b) If a partner does not make a contribution required by an enforceable promise, the partner or the partner’s estate is obligated, at the election of the partnership, to contribute money equal to the value of the portion of the contribution that has not been made. The foregoing election shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the partnership may have under the partnership agreement or applicable law.

(c) The obligation of a partner to make a contribution to a partnership may be compromised only by consent of all partners. A conditional obligation of a partner to make a contribution to a partnership may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by that partner. Conditional obligations include contributions payable upon a discretionary call of a partnership before the time the call occurs.

(d) A creditor of a limited liability partnership which extends credit or otherwise acts in reliance on an obligation described in subsection (a), without notice of any compromise under this subsection, may enforce the original obligation.

(e) A promise by a partner to make a contribution to a partnership is not enforceable unless set forth in a writing signed by the partner.
Ala. Code § 10A-2A-2.01 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-2.01
Section 10A-2A-2.01 Incorporators; Filing of Certificate of Incorporation
Status: in_force

Section 10A-1-3.04 shall not apply to this chapter. In order to incorporate a corporation, one or more incorporators must execute a certificate of incorporation and deliver it for filing to the Secretary of State.
Ala. Code § 10A-11-1.12 — Alabama Code / Title 10A / Chapter 11 / Section 10A-11-1.12
Section 10A-11-1.12 Conversion of Membership Shares, Etc.; Merger of Employee Cooperatives
Status: in_force

(a) When an employee cooperative revokes its election in accordance with Section 10A-11-1.04, the certificate of amendment shall provide for conversion of membership shares and internal capital accounts or their conversion to securities or other property in a manner consistent with the Alabama Business Corporation Law.

(b) An employee cooperative which has not revoked its election under this chapter may not consolidate or merge with another corporation other than an employee cooperative. Two or more employee cooperatives may consolidate or merge in accordance with the Alabama Business Corporation Law.
Ala. Code § 10A-8-3.03 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-3.03
Section 10A-8-3.03 Statement of Partnership Authority
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-11-1.04 — Alabama Code / Title 10A / Chapter 11 / Section 10A-11-1.04
Section 10A-11-1.04 Revocation
Status: in_force

An employee cooperative may revoke its election under this chapter by a vote of two-thirds of the members and through articles of amendment filed in accordance with the Alabama Business Corporation Law.
Ala. Code § 10A-9A-11.04 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-11.04
Section 10A-9A-11.04 Effective Date
Status: in_force

This chapter takes effect January 1, 2017.
Ala. Code § 10A-2-6.31 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-6.31
Section 10A-2-6.31 Corporation’s Acquisition of Its Own Shares
Status: reserved

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

(a) Except as otherwise provided in its articles of incorporation, a corporation may acquire its own shares. Unless the articles of incorporation prohibit their reissuance, shares so acquired shall constitute treasury shares.

(b) If the articles of incorporation prohibit the reissuance of acquired shares, the reacquisition of the shares shall effect a cancellation of them. A statement of cancellation as to the shares shall be filed as provided in Section 10A-2-6.32. The filing of a statement of cancellation with respect to the shares shall constitute an amendment to the corporation’s articles of incorporation reducing the number of shares of the class of shares so canceled that the corporation is authorized to issue by the number of shares so canceled.
Ala. Code § 10A-21-1.03 — Alabama Code / Title 10A / Chapter 21 / Section 10A-21-1.03
Section 10A-21-1.03 Limitation on Amount of Political Contribution; Provisions Supplemental
Status: reserved

Repealed by Act 2013-311, §3, effective August 1, 2013.
Ala. Code § 10A-2A-8.10 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.10
Section 10A-2A-8.10 Vacancy on Board of Directors
Status: in_force

(a) Except as otherwise provided in Section 10A-2A-8.10(b) or the certificate of incorporation, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors:

(1) the stockholders may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office are less than a quorum, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) Unless the certificate of incorporation provides otherwise, if the vacant office was held by a director elected by a voting group of stockholders, only the holders of stock of that voting group are entitled to vote to fill the vacancy if it is filled by the stockholders, and only the remaining directors elected by that voting group, even if less than a quorum, are entitled to fill the vacancy if it is filled by the directors.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under Section 10A-2A-8.07(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
Ala. Code § 10A-2-16.21 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-16.21
Section 10A-2-16.21 Other Reports to Shareholders
Status: reserved

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

If a corporation indemnifies or advances expenses to a director under Section 10A-2-8.51, 10A-2-8.53, or 10A-2-8.54, or under Article 6 of Chapter 1, or under any other provision of this title, in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting.
Ala. Code § 10-9A-26 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-26
Section 10-9A-26 Liability for Material False Statement in Certificate
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-8A-8.08 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-8.08
Section 10A-8A-8.08 Liability of Partner and Person Dissociated as Partner When Claim Against Partnership
Status: in_force

If a claim against a dissolved partnership is barred under Section 10A-8A-8.06 or 10A-8A-8.07, any corresponding claim under Sections 10A-8A-3.06, 10A-8A-7.03, and 10A-8A-8.05 is also barred.
Ala. Code § 10A-8A-8.10 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-8.10
Section 10A-8A-8.10 Reinstatement After Dissolution
Status: in_force

A 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 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 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 partnership dissolved in a judicial proceeding initiated by one or more of the partners pursuant to Section 10A-8A-8.01(4), the consent of each of those partners shall have been obtained and shall be included in the consent required by subsection (a);

(d) in the case of a partnership dissolved in a judicial proceeding initiated by one or more of transferees pursuant to Section 10A-8A-8.01(5), the consent of each of those transferees shall have been obtained and shall be included in the consent required by subsection (a); and

(e) in the case of a partnership that has filed a statement of dissolution, the filing of a certificate of reinstatement in accordance with Section 10A-8A-8.11.
Ala. Code § 10-2A-70.2 — Alabama Code / Title 10 / Chapter 2A / Section 10-2A-70.2
Section 10-2A-70.2 Corporation Contributions to Candidates, Parties, Etc
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-2.02 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-2.02
Section 10-2B-2.02 Articles of Incorporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-1.02 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-1.02
Section 10A-20-1.02 Proceedings to Incorporate
Status: in_force

To become a corporation sole, the bishop shall present to the Secretary of State of Alabama an application signed by the bishop which shall set forth:

(1) The name, official designation, and place of residence of the applicant, the name of the church of which the individual is a bishop, a copy in English of the commission, instrument, or document, if any, evidencing the right to the office, the date and place of the consecration and induction into office and that the bishop desires to become a corporation sole under this article;

(2) The name and territorial limits of the diocese, the date of its creation, a brief designation of the authority by which the diocese was created, that by which it may be modified and that by which its bishopric is filled, the terms of its bishop’s office and the instrument or document, if any, by which the bishop’s right to the office is evidenced, and the place where, and the official by whom, the original records thereof are kept;

(3) The name proposed for the corporation;

(4) The location of the principal office of the proposed corporation; and

(5) Any other matter relating to the incorporation which the applicant may choose to insert, not inconsistent with the Constitution and laws of Alabama.

The application shall be subscribed and sworn to by the bishop before an officer authorized by the laws of Alabama to take and certify oaths, who shall certify upon the application that he or she personally knows the applicant and believes the applicant to be the bishop as asserted in the application and that the applicant subscribed and swore thereto in the officer’s presence. The Secretary of State shall examine the application, and if he or she finds that the name proposed for the corporation is not identical with that of a person or of any other corporation in this state, or so nearly similar thereto as to lead to confusion and uncertainty, the Secretary of State shall receive and file it and shall record it in an appropriate book of record in his or her office.
Ala. Code § 10A-2-8.33 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.33
Section 10A-2-8.33 Liability for Unlawful Distributions
Status: reserved

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

(a) Unless he or she complies with the applicable standards of conduct described in Section 10A-2-8.30, a director who votes for or assents to a distribution made in violation of this chapter or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter or the articles of incorporation.

(b) A director held liable for an unlawful distribution under subsection (a) is entitled to contribution:

(1) From every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in Section 10A-2-8.30, and

(2) From each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of this chapter or the articles of incorporation.

(c) A proceeding under subsection (a) is barred unless it is commenced within three years after the date on which the effect of the distribution was measured under Section 10A-2-6.40.
Ala. Code § 10-7-4 — Alabama Code / Title 10 / Chapter 7 / Section 10-7-4
Section 10-7-4 Execution on Judgment; Stay Thereof
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-7.32 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-7.32
Section 10-2B-7.32 Shareholder Agreements
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-1.40 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-1.40
Section 10A-2-1.40 Definitions Applicable to Business Corporations
Status: reserved

Repealed by Act 2019-94, §3, effective January 1, 2021.
Ala. Code § 10A-3-5.02 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-5.02
Section 10A-3-5.02 Procedure for Consolidation
Status: in_force

(a) Any two or more domestic nonprofit corporations may consolidate into a new nonprofit corporation pursuant to a plan of consolidation approved in the manner provided in this chapter.

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

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

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

(3) With respect to the new nonprofit corporation, all of the statements required to be set forth in the certificate of formation for nonprofit corporations organized under this chapter.

(4) The other provisions with respect to the proposed consolidation as are deemed necessary or desirable.
Ala. Code § 10A-9A-9.09 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-9.09
Section 10A-9A-9.09 Applicability to Foreign Limited Partnerships
Status: in_force

In any derivative action in the right of a foreign limited partnership, the right of a person to commence or maintain a derivative action in the right of a foreign limited partnership, and any matters raised in the action covered by Sections 10A-9A-9.02 through 10A-9A-9.08, shall be governed by the law of the jurisdiction under which the foreign limited partnership was formed; except that any matters raised in the action covered by Sections 10A-9A-9.06, 10A-9A-9.07, and 10A-9A-9.08 shall be governed by the law of this state.
Ala. Code § 10A-2A-7.22 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.22
Section 10A-2A-7.22 Proxies
Status: in_force

(a) A stockholder may vote the stockholder’s stock in person or by proxy.

(b) A stockholder, or the stockholder’s agent or attorney-in-fact, may appoint a proxy to vote or otherwise act for the stockholder by signing an appointment form, or by an electronic transmission. An electronic transmission must contain or be accompanied by information from which the recipient can determine the date of the transmission and that the transmission was authorized by the sender or the sender’s agent or attorney-in-fact.

(c) An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to count votes. An appointment is valid for the term provided in the appointment form, and, if no term is provided, is valid for 11 months unless the appointment is irrevocable under subsection (d).

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

(1) a pledgee;

(2) a person who purchased or agreed to purchase the stock;

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

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

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

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

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

(g) Unless it otherwise provides, an appointment made irrevocable under subsection (d) continues in effect after a transfer of the stock and a transferee takes subject to the appointment, except that a transferee for value of stock subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when acquiring the stock and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the stock or on the information statement for stock without certificates.

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

(i) Nothing in this section shall be construed as limiting, or extending, authority granted under a durable power of attorney under Section 26-1-2 or Chapter 1A of Title 26, and any successor statute or statutes thereto.
Ala. Code § 10A-3A-8.02 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.02
Section 10A-3A-8.02 Qualifications of Directors
Status: in_force

(a) The certificate of incorporation or bylaws may prescribe qualifications for directors or for nominees for directors. Qualifications must be reasonable as applied to the nonprofit corporation and be lawful. Qualifications may include not being or having been subject to specified criminal, civil, or regulatory sanctions or not having been removed as a director by judicial action or for cause.

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

(c) A qualification for nomination, election, or appointment for director prescribed before the earlier of a person’s nomination, election, or appointment shall apply to that person at the time of the earlier of that person’s nomination, election, or appointment and shall apply to that director during that director’s term. A qualification for nomination, election, or appointment for director prescribed after the earlier of a person’s nomination, election, or appointment shall not apply to that person with respect to that person’s nomination, election, or appointment and shall not apply to that director during that director’s term.

(d) A person who did not meet a qualification for nomination, election, or appointment, but who is elected or appointed as a director, may serve as a director until removed in accordance with Section 10A-3A-8.08 or 10A-3A-8.09.
Ala. Code § 10A-20-2.04 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-2.04
Section 10A-20-2.04 Validity of Service of Process on Trustee
Status: in_force

In all civil actions or legal proceedings, the service of process and papers on a trustee of the corporation is valid for the purpose of bringing the corporation into court or for the objects of the notice.
Ala. Code § 10A-3A-8.51 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.51
Section 10A-3A-8.51 Permissible Indemnification
Status: in_force

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

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

(ii) the director reasonably believed:

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

(B) in all other cases, that the director’s conduct was at least not opposed to the best interests of the nonprofit corporation; and

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

(2) the director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the certificate of incorporation (as authorized by Section 10A-3A-2.02).

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

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

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

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

(2) in connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis of receiving a financial benefit to which the director was not entitled, regardless of whether it involved action in the director’s official capacity.
Ala. Code § 10A-8-10.09 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-10.09
Section 10A-8-10.09 Applicability of Article to Foreign and Interstate Commerce
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-2A-8.24 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.24
Section 10A-2A-8.24 Quorum and Voting
Status: in_force

(a) Unless the certificate of incorporation or bylaws provide for a greater or lesser number or unless otherwise expressly provided in this chapter, a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the certificate of incorporation or bylaws.

(b) The quorum of the board of directors specified in or fixed in accordance with the certificate of incorporation or bylaws may not consist of less than one-third of the specified or fixed number of directors.

(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the certificate of incorporation or bylaws require the vote of a greater number of directors or unless otherwise expressly provided in this chapter.

(d) A director who is present at a meeting of the board of directors or a committee when corporate action is taken is deemed to have assented to the action taken unless: (i) the director objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting; (ii) the dissent or abstention from the action taken is entered in the minutes of the meeting; or (iii) the director delivers written notice of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
Ala. Code § 10-4-107 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-107
Section 10-4-107 License, Privilege or Other Taxes by Municipalities or Counties Prohibited
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8-4.03 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-4.03
Section 10A-8-4.03 Partner’s Rights and Duties with Respect to Information
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-17-2.10 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.10
Section 10A-17-2.10
Status: in_force

(a) A decentralized unincorporated nonprofit association may deliver to the Secretary of State for filing a statement appointing an agent authorized to receive service of process.

(b) A statement appointing an agent shall set forth:

(1) The name of the nonprofit association;

(2) The address in Alabama, including the street address, if any, of the decentralized unincorporated nonprofit association, or, if the decentralized unincorporated nonprofit association does not have an address in Alabama, its address out of state; and

(3) The name of the person in Alabama authorized to receive service of process and the person’s address, including the street address, in Alabama.

(c) A statement appointing an agent shall be signed and acknowledged by a person authorized to manage the affairs of the decentralized unincorporated nonprofit association. The statement shall also be signed and acknowledged by the person appointed agent, who thereby accepts appointment.

(d) The appointed agent may resign by delivering to the Secretary of State for filing a resignation, and by giving notice to the decentralized unincorporated nonprofit association. The appointment of the agent shall terminate upon the expiration of 30 days after the Secretary of State has filed the resignation.

(e) The Secretary of State may collect a fee for filing a statement appointing an agent to receive service of process, an amendment, or a resignation in the amount charged for filing similar documents for nonprofit corporations.

(f) An amendment to a statement appointing an agent to receive service of process shall meet the requirements for execution of an original statement.
Ala. Code § 10A-5A-4.05 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-4.05
Section 10A-5A-4.05 Sharing of and Right to Distributions Before Dissolution
Status: in_force

(a) (1) All members shall share equally in any distributions made by a limited liability company before its dissolution and winding up.

(2) A member has a right to a distribution before the dissolution and winding up of a limited liability company as provided in the limited liability company agreement. A decision to make a distribution before the dissolution and winding up of the limited liability company is a decision in the ordinary course of activities and affairs of the limited liability company. A member’s dissociation does not entitle the dissociated member to a distribution.

(3) A member does not have a right to demand and receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in Section 10A-5A-7.06(c), a limited liability company may distribute an asset in kind if each member receives a percentage of the asset in proportion to the member’s share of distributions.

(4) If a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution.

(b)(1) All members associated with a series shall share equally in any distributions made by the series before its dissolution and winding up.

(2) A member associated with a series has a right to a distribution before the dissolution and winding up of the series as provided in the limited liability company agreement. A decision of the series to make a distribution before the dissolution and winding up of the series is a decision in the ordinary course of activities and affairs of the series. A member’s dissociation from a series with which the member is associated does not entitle the dissociated member to a distribution from the series.

(3) A member associated with a series does not have a right to demand and receive a distribution from the series in any form other than money. Except as otherwise provided in Section 10A-5A-11.14(c), a series may distribute an asset in kind if each member associated with the series receives a percentage of the asset in proportion to the member’s share of distributions from the series.

(4) If a member associated with a series becomes entitled to receive a distribution from the series, the member has the status of, and is entitled to all remedies available to, a creditor of the series with respect to the distribution.

(c) Subsection (a) shall not apply to a distribution made by a series.
Ala. Code § 10A-3A-1.25 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-1.25
Section 10A-3A-1.25 Effect of Ratification
Status: in_force

From and after the validation effective time, and without regard to the 120-day period during which a claim may be brought under Section 10A-3A-1.27:

(a) Each defective corporate action ratified in accordance with Section 10A-3A-1.22 shall not be void or voidable as a result of the failure of authorization identified in the action taken under Section 10A-3A-1.22(a) or (b) and shall be deemed a valid corporate action effective as of the date of the defective corporate action;

(b) The issuance of each putative membership interest purportedly issued pursuant to a defective corporate action identified in the action taken under Section 10A-3A-1.22 shall not be void or voidable, and each putative membership interest shall be deemed to be an identical membership interest as of the time it was purportedly issued; and

(c) Any corporate action taken subsequent to the defective corporate action ratified in accordance with this Division B of Article 1 in reliance on the defective corporate action having been validly effected and any subsequent defective corporate action resulting directly or indirectly from the original defective corporate action shall be valid as of the time taken.
Ala. Code § 10A-18-1.07 — Alabama Code / Title 10A / Chapter 18 / Section 10A-18-1.07
Section 10A-18-1.07 Financial Review
Status: in_force

(a) If a member of an Alabama statewide trade association has a reasonable belief that financial fraud or malfeasance has occurred or is occurring at the Alabama statewide trade association, that member may petition the Montgomery County Circuit Court for an independent audit of the financial statements of the Alabama statewide trade association. For good cause shown, the court may order an independent audit of the financial statements of the Alabama statewide trade association with that independent audit report to be made to the court. If the court does not find good cause, the court costs shall be assessed to the petitioning member. If the court does find good cause, the court costs and the cost of the audit shall be assessed to the Alabama statewide trade association.

(b) In making its determination, the court may review among other matters, whether the Alabama statewide trade association (i) prepared its annual financial statements for its last three fiscal years (or such shorter period of existence), (ii) had an independent audit of its financial statements for its last three fiscal years (or such shorter period of existence), (iii) timely filed its federal or state income tax returns for its last three fiscal years (or such shorter period of existence), or (iv) incurred negative financial performance without a reasonable basis and/or board approval.
Ala. Code § 10A-5A-3.02 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-3.02
Section 10A-5A-3.02 Power to Bind Limited Liability Company
Status: in_force

No person shall have the power to bind the limited liability company, or a series thereof, except:

(a) to the extent the person is authorized to act as the agent of the limited liability company or a series thereof under or pursuant to the limited liability company agreement;

(b) to the extent the person is authorized to act as the agent of the limited liability company or a series thereof in accordance with Sections 10A-5A-4.07, 10A-5A-7.03 , or 10A-5A-11.11; or

(c) to the extent provided by law other than this chapter.
Ala. Code § 10A-5A-7.02 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-7.02
Section 10A-5A-7.02 Effect of Dissolution
Status: in_force

(a) A dissolved limited liability company continues its existence as a limited liability company 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-5A-7.06; 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 liability company may:

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

(A) The name of the limited liability company.

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

(C) That the limited liability company has dissolved.

(D) Any other information the limited liability company deems appropriate.

(2) preserve the limited liability company’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 liability company’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 liability company does not:

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

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

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

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

(5) abate, suspend, or otherwise alter the application of Section 10A-5A-3.01.

(d) A statement of dissolution shall be deemed to be a filing instrument under Chapter 1.
Ala. Code § 10A-8A-2.04 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-2.04
Section 10A-8A-2.04 Partnership Property
Status: in_force

Property acquired by a partnership is property of the partnership and not of the partners individually.
Ala. Code § 10A-9-11.13 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-11.13
Section 10A-9-11.13 Article Not Exclusive
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-4-391 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-391
Section 10-4-391 Professional Relationships; Privileged Communications
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-13.02 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-13.02
Section 10A-2-13.02 Right to Dissent
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 is entitled to dissent from, and obtain payment of the fair value of his or her shares in the event of, any of the following corporate actions:

(1) Consummation of a plan of merger to which the corporation is a party (i) if shareholder approval is required for the merger by Section 10A-2-11.03 or the articles of incorporation and the shareholder is entitled to vote on the merger or (ii) if the corporation is a subsidiary that is merged with its parent under Section 10A-2-11.04;

(2) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan;

(3) Consummation of a sale or exchange by all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale;

(4) To the extent that the articles of incorporation of the corporation so provide, an amendment of the articles of incorporation that materially and adversely affects rights in respect to a dissenter’s shares because it:

(i) Alters or abolishes a preferential right of the shares;

(ii) Creates, alters, or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase of the shares;

(iii) Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities;

(iv) Excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights; or

(v) Reduces the number of shares owned by the shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under Section 10A-2-6.04; or

(5) Any corporate action taken pursuant to a shareholder vote to the extent the articles of incorporation, bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares.

(b) A shareholder entitled to dissent and obtain payment for shares under this chapter may not challenge the corporate action creating his or her entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation.
Ala. Code § 10A-9-7.01 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-7.01
Section 10A-9-7.01 Partner’s Transferable Interest
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-8A-306 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-306
Section 10-8A-306 Partner’s Liability
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-8A-107 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-107
Section 10-8A-107 Partnership Subject to Amendment or Repeal of Chapter
Status: reserved

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

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-8.11 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-8.11
Section 10A-8A-8.11 Certificate of Reinstatement
Status: in_force

A partnership that has dissolved, has filed a statement of dissolution, and is seeking to reinstate in accordance with Section 10A-8A-8.10, shall deliver to the Secretary of State for filing a certificate of reinstatement in accordance with the following:

(a) A certificate of reinstatement shall be delivered to the Secretary of State for filing. The certificate of reinstatement shall state:

(1) the name of the partnership before reinstatement;

(2) the name of the partnership following reinstatement, which partnership name shall comply with Section 10A-8A-8.12;

(3) the date of formation of the partnership if known;

(4) the date of filing its statement of dissolution, if any, and all amendments and restatements thereof, and the office or offices where filed;

(5) if the partnership has filed a statement of partnership, a statement of not for profit partnership, a statement of authority, or a statement of limited liability partnership, the unique identifying number or other designation as assigned by the Secretary of State;

(6) the date of dissolution of the partnership, if known;

(7) a statement that all applicable conditions of Section 10A-8A-8.10 have been satisfied; and

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

(b) If a partnership has not filed a statement of partnership, a statement of not for profit partnership, a statement of limited liability partnership, or a statement of dissolution and the Secretary of State has not assigned a unique identifying number or other designation to that partnership, then the Secretary of State shall assign a unique identifying number or other designation to that partnership when the partnership delivers to the Secretary of State for filing the certificate of reinstatement for that partnership, without the need to deliver to the Secretary of State for filing a statement of partnership, a statement of not for profit partnership, a statement of limited liability partnership, a statement of authority, or a statement of dissolution.

(c) A certificate of reinstatement is a filing instrument under Chapter 1.
Ala. Code § 10A-2-13.24 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-13.24
Section 10A-2-13.24 Share Restriction
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) Within 20 days after making a formal payment demand, each shareholder demanding payment shall submit the certificate or certificates representing his or her shares to the corporation for (1) notation thereon by the corporation that the demand has been made and (2) return to the shareholder by the corporation.

(b) The failure to submit his or her shares for notation shall, at the option of the corporation, terminate the shareholders’ rights under this article unless a court of competent jurisdiction, for good and sufficient cause, shall otherwise direct.

(c) If shares represented by a certificate on which notation has been made shall be transferred, each new certificate issued therefor shall bear similar notation, together with the name of the original dissenting holder of the shares.

(d) A transferee of the shares shall acquire by the transfer no rights in the corporation other than those which the original dissenting shareholder had after making demand for payment of the fair value thereof.
Ala. Code § 10-9A-106 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-106
Section 10-9A-106 Limitations on Distribution
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-8-8.06 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-8.06
Section 10A-8-8.06 Partner’s Liability to Other Partners After Dissolution
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10A-20-6.09 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-6.09
Section 10A-20-6.09 Selection of Health Care Facility by Certificate Holders
Status: in_force

Any holder in good standing of a certificate for a health service may select any health care facility which may be designated by a corporation to render the necessary health service thereunder.
Ala. Code § 10A-3A-10.03 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-10.03
Section 10A-3A-10.03 Disposition of Assets in a Nonmembership Nonprofit Corporation
Status: in_force

In a nonmembership nonprofit corporation:

(a) Unless the certificate of incorporation otherwise provides :

(1) a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of the nonmembership nonprofit corporation may be approved by the board of directors; and

(2) a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, of the property and assets of the nonmembership nonprofit corporation approved by the board of directors under this section must also be approved by that person or group of persons whose approval is required by the certificate of incorporation in accordance with Section 10A-3A-10.04.

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

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

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

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

(d) A provision of the certificate of incorporation that requires the authorization or consent of any person or group of persons specified in the certificate of incorporation for a sale, lease, exchange, or other disposition of the nonmembership nonprofit corporation’s assets shall not apply to a transaction permitted by subsection (b) unless that provision expressly so requires.
Ala. Code § 10A-2A-18.04 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-18.04
Section 10A-2A-18.04 Severability
Status: in_force

If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
Ala. Code § 10-2B-1.27 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-1.27
Section 10-2B-1.27 Evidentiary Effect of Copy of Filed Document
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8-10.08 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-10.08
Section 10A-8-10.08 Effect of Failure of Foreign Registered Limited Liability Partnership to Register
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-8A-8.07 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-8.07
Section 10A-8A-8.07 Other Claims Against Dissolved Partnership
Status: in_force

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

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

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

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

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

(4) unless the partnership has been throughout its existence a limited liability partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on Section 10A-8A-3.06.

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

(1) a claimant who was not given notice under Section 10A-8A-8.06;

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

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

(d) A claim that is not barred under this section, any other statute limiting actions, or Section 10A-8A-8.06 may be enforced:

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

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

(3) against any person liable on the claim under Sections 10A-8A-3.06, 10A-8A-7.03, and 10A-8A-8.05.

(e) A dissolved partnership that published a notice under this section may file an application with a court of competent jurisdiction for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved partnership or that are based on an event occurring after the effective date of the dissolution of the partnership but that, based on the facts known to the dissolved partnership, are reasonably estimated to arise after the effective date of the dissolution of the partnership. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection (c).

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

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

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

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

(j) If a claim has been satisfied, disposed of, or barred under Section 10A-8A-8.06, this section, or other law, the person or persons designated to wind up the business or not for profit activity of a partnership, and the owners of the transferable interests receiving assets from the partnership, shall not be liable for that claim.
Ala. Code § 10A-3A-8.06 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.06
Section 10A-3A-8.06 Staggered Terms for Directors
Status: in_force

The certificate of incorporation or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups of one or more directors. The terms of office and number of directors in each group do not need to be uniform.
Ala. Code § 10A-17-1.01 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-1.01
Section 10A-17-1.01 Short Title
Status: in_force

This chapter together with applicable provisions of Chapter 1 may be cited as the Alabama Unincorporated Nonprofit Association Law.
Ala. Code § 10A-2A-7.27 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.27
Section 10A-2A-7.27 Modifying Quorum or Voting Requirements
Status: in_force

An amendment to the certificate of incorporation that adds, changes, or deletes a quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
Ala. Code § 10A-2A-14.02 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-14.02
Section 10A-2A-14.02 Dissolution by Board of Directors and Stockholders
Status: in_force

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

(b) For a proposal to dissolve to be adopted, it shall then be approved by the stockholders. In submitting the proposal to dissolve to the stockholders for approval, the board of directors shall recommend that the stockholders approve the dissolution, unless (i) the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation or (ii) Section 10A-2A-8.26 applies. If either (i) or (ii) applies, the board of directors shall inform the stockholders of the basis for its so proceeding.

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

(d) If the approval of the stockholders is to be given at a meeting, the corporation shall notify each stockholder, regardless of whether entitled to vote, of the meeting of stockholders at which the dissolution is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.

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

(f) Dissolution of a corporation may also be authorized without action of the directors if all the stockholders entitled to vote thereon shall consent in writing and a certificate of dissolution shall be delivered to the Secretary of State for filing pursuant to Section 10A-2A-14.03.