Ala. Code § 10A-5A-11.12 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-11.12
Section 10A-5A-11.12 Known Claims Against Dissolved Series
Status: in_force

(a) A dissolved series may dispose of any known claims against it by following the procedures described in subsection (b), at any time after the effective date of the dissolution of the series.

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

(1) identify the limited liability company and the dissolved series;

(2) describe the information required to be included in a claim;

(3) provide a mailing address to which the claim is to be sent;

(4) state the deadline, which may not be fewer than 120 days from the effective date of the notice, by which the dissolved series must receive the claim; and

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

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

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

(2) If a claimant whose claim was rejected by the dissolved series does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejected notice.

(d) For purposes of this section, known claim or claim includes unliquidated claims, but does not include a contingent liability that has not matured so that there is no immediate right to bring suit or a claim based on an event occurring after the effective date of dissolution.

(e) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.
Ala. Code § 10A-4-5.06 — Alabama Code / Title 10A / Chapter 4 / Section 10A-4-5.06
Section 10A-4-5.06 Penalty for False Statement, Etc.; Procedure Upon Failure to Answer Interrogatories
Status: in_force

(a) Each officer and director of a professional corporation, domestic or foreign, who signs any certificate, statement, report, application, answer to an interrogatory, or other document filed pursuant to this article with the licensing authority having jurisdiction which is known to the officer or director to be false in any material respect, shall be deemed to be guilty of a Class C misdemeanor.

(b) If any professional corporation, domestic or foreign, or individual shall fail to answer interrogatories directed to the professional corporation or to the individual under Section 10A-4-5.05, the licensing authority which propounded the interrogatories may seek an order from a circuit court with competent jurisdiction to compel an answer.
Ala. Code § 10-2B-11.06 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-11.06
Section 10-2B-11.06 Effect of Merger or Share Exchange
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-13-6 — Alabama Code / Title 10 / Chapter 13 / Section 10-13-6
Section 10-13-6 Declaration of Trust
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-21-1.01 — Alabama Code / Title 10A / Chapter 21 / Section 10A-21-1.01
Section 10A-21-1.01 Establishment of Segregated, Separate Political Funds; Voluntary Contributions; Filing of Disclosure Reports; Violations
Status: reserved

Repealed by Act 2013-311, §3, effective August 1, 2013.
Ala. Code § 10-7-2 — Alabama Code / Title 10 / Chapter 7 / Section 10-7-2
Section 10-7-2 Service of Notice and Copy; When Case Stands for Trial
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8-2.04 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-2.04
Section 10A-8-2.04 When Property Is Partnership Property
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-8.50 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.50
Section 10A-2A-8.50 Division Definitions
Status: in_force

In this division:

(1) “Corporation” includes any domestic or foreign predecessor entity of a corporation.

(2) “Director” or “officer” means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation’s request as a director, officer, manager, partner, trustee, employee, or agent of another entity or employee benefit plan. A director or officer is considered to be serving an employee benefit plan at the corporation’s request if the individual’s duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. “Director” or “officer” includes, unless the context requires otherwise, the estate or personal representative of a director or officer.

(3) “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or expenses incurred with respect to a proceeding.

(4) “Official capacity” means: (i) when used with respect to a director, the office of director in a corporation; and (ii) when used with respect to an officer, as contemplated in Section 10A-2A-8.56, the office in a corporation held by the officer. “Official capacity” does not include service for any other corporation or foreign corporation or any joint venture, trust, employee benefit plan, or other entity.

(5) “Party” means an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding.

(6) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.
Ala. Code § 10-4-174 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-174
Section 10-4-174 Declaratory Actions - Institution of Action
Status: reserved

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

(a) To form a filing entity, a certificate of formation complying with Sections 10A-1-3.03, 10A-1-3.04, and 10A-1-3.05 must be filed in accordance with Article 4.

(b) The filing of a certificate of formation described by subsection (a) may be included in a filing under Article 8.

(c) The existence of a filing entity commences when the filing of the certificate of formation takes effect as provided by Article 4.

(d) Except in a proceeding by the state to terminate the existence of a filing entity, the filing of a certificate of formation by the filing officer is conclusive evidence of:

(1) the formation and existence of the filing entity;

(2) the satisfaction of all conditions precedent to the formation of the filing entity; and

(3) the authority of the filing entity to transact business in this state.
Ala. Code § 10-10-12 — Alabama Code / Title 10 / Chapter 10 / Section 10-10-12
Section 10-10-12 Professional Services to Be Rendered Only through Licensed Officers or Employees
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-4.05 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-4.05
Section 10A-1-4.05 Forms Adopted by Secretary of State
Status: in_force

(a) The Secretary of State may adopt forms for a filing instrument or a report authorized or required by this title to be filed with the Secretary of State.

(b) A person is not required to use a form adopted by the Secretary of State.
Ala. Code § 10A-4-3.03 — Alabama Code / Title 10A / Chapter 4 / Section 10A-4-3.03
Section 10A-4-3.03 Liability Generally
Status: in_force

(a) Every individual who renders professional services as an employee of a professional corporation shall be liable for any negligent or wrongful act or omission in which that individual personally participates to the same extent as if that individual rendered the services as a sole practitioner.

(b) Except as otherwise provided in subsection (a), the personal liability of a stockholder , employee, director, or officer of a domestic professional corporation, other than a domestic nonprofit professional corporation, shall be no greater in any respect than that of a stockholder , employee, director, or officer of a corporation governed by the Alabama Business Corporation Law.

(c) Except as otherwise provided in subsection (a), the personal liability of a member, employee, director, or officer of a domestic nonprofit professional corporation shall be no greater in any respect than that of a member, employee, director, or officer of a corporation governed by the Alabama Nonprofit Corporation Law.

(d) Except as otherwise provided in subsection (a), the personal liability of a stockholder , member, employee, director, or officer of a foreign professional corporation shall be determined under the law of the jurisdiction in which it is organized.
Ala. Code § 10-4-387 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-387
Section 10-4-387 Corporate Name
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-2.05 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-2.05
Section 10A-20-2.05 Borrowing of Money and Securing Same by Mortgage or Deed of Trust
Status: in_force

The trustees, or a majority of them, or authorized agents of any church, conference of churches, societies, or associations organized by special charter or under the general laws of this state, may borrow money to an amount as may be authorized by a majority of the trustees or authorized agents and may, by mortgage or deed of trust, convey all or any part of the property owned, real or personal, or both, to secure the payment of any debt contracted by the trustees or authorized agents; but before the mortgage or deed of trust can be executed, a majority of the board of trustees or authorized agents shall have first authorized the incurring of the debt and the execution of the mortgage or deed of trust on all or part of the real or personal property, or both, of the church, conference of churches, society, or association, which authorization must be made at a meeting of the board of trustees or authorized agents specifically called for the purpose. Any church, conference of churches, society, or association may grant to its board of trustees or authorized agents the power to convey by mortgage or deed of trust any or all of its property, real or personal, it may then own or may thereafter acquire for the purpose of securing any debt contracted by the board of trustees. A certified copy of the minutes of the church, conference of churches, society, or association, or of the board of trustees or authorized agents, shall be prima facie evidence of the authority of the board of trustees or authorized agents.
Ala. Code § 10A-3-7.18 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-7.18
Section 10A-3-7.18 Survival of Remedy After Dissolution
Status: in_force

The dissolution of a nonprofit corporation either (1) by the filing of the articles of dissolution by the Secretary of State, or (2) by an order of court when the court has not liquidated the assets and affairs of the corporation as provided in this chapter, or (3) by operation of law, or (4) by expiration of its period of duration, shall not take away or impair any remedy available to or against the nonprofit corporation, its directors, officers, or members, for any right or claim existing, or any liability incurred, prior to the dissolution if action or other proceeding thereon is commenced within two years after the date of the dissolution. Any action or proceeding by or against the nonprofit corporation may be prosecuted or defended by the nonprofit corporation in its corporate name. The members, directors, and officers shall have power to take the corporate or other action as shall be appropriate to protect the remedy, right, or claim. If the nonprofit corporation was dissolved by the expiration of its period of duration, the nonprofit corporation may amend its certificate of formation at any time during the period of two years so as to extend its period of duration.
Ala. Code § 10A-9-2.02 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-2.02
Section 10A-9-2.02 Amendment or Restatement of Certificate
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-3A-4.04 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-4.04
Section 10A-3A-4.04 Court-Ordered Inspection of Membership Nonprofit Corporation. (Amended by 2026-495)
Status: in_force

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

(a) If a membership nonprofit corporation does not allow a member who complies with Section 10A-3A-4.02(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 membership nonprofit corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the membership nonprofit corporation’s most recent registered office is located may summarily order inspection and copying of the records demanded at the membership nonprofit corporation’s expense upon application of the member.

(b) If a membership nonprofit corporation does not within a reasonable time allow a member who complies with Section 10A-3A-4.02(b) to inspect and copy the records as required by that section, the member who complies with Section 10A-3A-4.02(c) may apply to the designated court, and if none, the circuit court for the county in which the membership nonprofit corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the membership nonprofit corporation’s most recent registered office is located 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-3A-4.02(b), it may impose reasonable restrictions on their confidentiality, use or distribution by the demanding member and it shall also order the membership nonprofit corporation to pay the member’s expenses incurred to obtain the order unless the membership nonprofit corporation establishes that it refused inspection in good faith because the membership nonprofit corporation had:

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

(2) required reasonable restrictions on the confidentiality, use, or distribution of the records demanded to which the demanding member had been unwilling to agree.
Ala. Code § 10A-20-7.11 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-7.11
Section 10A-20-7.11 Loans to Corporation by Members
Status: in_force

Each member of the corporation shall make loans to the corporation as and when called upon by it to do so on the terms and other conditions as shall be approved from time to time by the board of directors, subject to the following conditions:

(1) All loan limits shall be established at the one thousand dollars ($1,000) amount nearest to the amount computed in accordance with the provisions of this section.

(2) No loan to the corporation shall be made if immediately thereafter the total amount of the obligations of the corporation would exceed 50 times the amount then paid in on the outstanding capital stock of the corporation.

(3) The total amount outstanding on loans to the corporation made by any member at any one time, when added to the amount of the investment in the capital stock of the corporation then held by the member, shall not exceed:

a. Twenty percent of the total amount then outstanding on loans to the corporation by all members, including in the total amount outstanding amounts validly called for loan but not yet loaned.

b. The following limit, to be determined as of the time the member becomes a member on the basis of the audited balance sheet of the member at the close of its fiscal year immediately preceding its application for membership or, in the case of an insurance company, its last annual statement to the State Insurance Commissioner:

1. Two and one-half percent of the capital and surplus of commercial banks and trust companies;

2. One half of one percent of the total outstanding loans made by savings and loan associations, and building and loan associations;

3. Two and one-half percent of the capital and unassigned surplus of stock insurance companies, except fire insurance companies;

4. Two and one-half percent of the unassigned surplus of mutual insurance companies, except fire insurance companies;

5. One tenth of one percent of the assets of fire insurance companies; and

6. The limits as may be approved by the board of directors of the corporation for other financial institutions.

(4) Subject to subdivision (3)a., each call made by the corporation shall be prorated among the members of the corporation in substantially the same proportion that the adjusted loan limit of each member bears to the aggregate of the adjusted loan limits of all members. The adjusted loan limit of a member shall be the amount of the member’s loan limit, reduced by the balance of outstanding loans made by the member to the corporation and the investment in capital stock of the corporation held by the member at the time of the call.

(5) All loans to the corporation by members shall be evidenced by bonds, debentures, notes, and other evidences of indebtedness of the corporation, which shall be freely transferable at all times and which shall bear interest at a rate of not less than one quarter of one percent in excess of the rate of interest determined by the board of directors to be the prime rate prevailing at the date of issuance thereof on unsecured commercial loans.
Ala. Code § 10-2B-16.02 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-16.02
Section 10-2B-16.02 Inspection of Records by Shareholders
Status: reserved

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

(a) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged and after the limited partnership has been served with the charging order, the judgment creditor has only the right to receive any distribution or distributions to which the judgment debtor would otherwise be entitled in respect of the transferable interest.

(b) The limited partnership, after being served with a charging order and its terms, shall be entitled to pay or deposit any distribution or distributions to which the judgment debtor would otherwise be entitled in respect of the charged transferable interest into the hands of the clerk of the court so issuing the charging order, and the payment or deposit shall discharge the limited partnership and the judgment debtor from liability for the amount so paid or deposited and any interest that might accrue thereon. Upon receipt of the payment or deposit, the clerk of the court shall notify the judgment creditor of the receipt of the payment or deposit. The judgment creditor shall, after any payment or deposit into the court, petition the court for payment of so much of the amount paid or deposited as is held by the court as may be necessary to pay the judgment creditor’s judgment. To the extent the court has excess amounts paid or deposited on hand after the payment to the judgment creditor, the excess amounts paid or deposited shall be distributed to the judgment debtor and the charging order shall be extinguished. The court, may in its discretion, order the clerk to deposit, pending the judgment creditor’s petition, any money paid or deposited with the clerk, in an interest bearing account at a bank authorized to receive deposits of public funds.

(c) A charging order constitutes a lien on the judgment debtor’s transferable interest.

(d) Subject to subsection (c):

(1) a judgment debtor that is a partner retains the rights of a partner and remains subject to all duties and obligations of a partner; and

(2) a judgment debtor that is a transferee retains the rights of a transferee and remains subject to all duties and obligations of a transferee.

(e) This chapter does not deprive any partner or transferee of the benefit of any exemption laws applicable to the partner’s or transferee’s transferable interest.

(f) This section provides the exclusive remedy by which a judgment creditor of a partner or transferee may satisfy a judgment out of the judgment debtor’s transferable interest and the judgment creditor shall have no right to foreclose, under this chapter or any other law, upon the charging order, the charging order lien, or the judgment debtor’s transferable interest. A judgment creditor of a partner or transferee shall have no right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of a limited partnership. Court orders for actions or requests for accounts and inquiries that the judgment debtor might have made, are not available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor’s transferable interest and may not be ordered by a court.
Ala. Code § 10A-20-6.11 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-6.11
Section 10A-20-6.11 Examination Power of Commissioner of Insurance
Status: in_force

The Commissioner of Insurance or any of his or her designated deputies or examiners shall have the power of visitation and examination into the affairs of the corporation, shall have free access to all books, papers, and documents that relate to the business of the corporation, and may summon and qualify witnesses under oath and examine them in relation to the affairs, transactions, and conditions of the corporation and make public disclosure of his or her findings. The examination shall be made at the expense of the corporation.
Ala. Code § 10-3A-223 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-223
Section 10-3A-223 Unauthorized Assumption of Corporate Powers
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-15.30 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-15.30
Section 10-2B-15.30 Grounds for Revocation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-2.04 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-2.04
Section 10A-3A-2.04 Organization of Nonprofit Corporation
Status: in_force

(a) After incorporation:

(1) if initial directors are named in the certificate of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the nonprofit corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; or

(2) if initial directors are not named in the certificate of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:

(i) to elect initial directors and complete the organization of the nonprofit corporation; or

(ii) to elect a board of directors who shall complete the organization of the nonprofit corporation.

(b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
Ala. Code § 10A-20-7.12 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-7.12
Section 10A-20-7.12 Credit of State Not to Be Pledged
Status: in_force

Under no circumstances shall the credit of the state be pledged to any corporation organized under this article.
Ala. Code § 10A-8-11.03 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-11.03
Section 10A-8-11.03 Composite Returns
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10A-2-8.25 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.25
Section 10A-2-8.25 Committees
Status: reserved

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

(a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee may have one or more members, who serve at the pleasure of the board of directors.

(b) The creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the directors in office when the action is taken or (2) the number of directors required by the articles of incorporation or bylaws to take action under Section 10A-2-8.24.

(c) Sections 10A-2-8.20 through 10A-2-8.24, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.

(d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under Section 10A-2-8.01.

(e) A committee may not however:

(1) Authorize distributions;

(2) Approve or propose to shareholders action that this chapter requires be approved by shareholders;

(3) Fill vacancies on the board of directors or on any of its committees;

(4) Amend articles of incorporation pursuant to Section 10A-2-10.02;

(5) Adopt, amend, or repeal bylaws;

(6) Approve a plan of merger not requiring shareholder approval;

(7) Authorize or approve reacquisition of shares, except according to formula or method prescribed by the board of directors; or

(8) Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee, or a senior executive officer of the corporation, to do so within limits specifically prescribed by the board of directors.

(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in Section 10A-2-8.30.
Ala. Code § 10-5-7 — Alabama Code / Title 10 / Chapter 5 / Section 10-5-7
Section 10-5-7 Condemnation of Lands for Depots, Yards and Tracks by Railroads
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-21-3.04 — Alabama Code / Title 10A / Chapter 21 / Section 10A-21-3.04
Section 10A-21-3.04 Execution on Judgment; Stay Thereof
Status: in_force

Upon the conviction of such corporation, judgment shall be entered against it for the fine imposed, together with the costs of the prosecution, and execution thereon shall forthwith issue against the property of the corporation; and other executions may issue thereon until the judgment is satisfied. But in case of appeal from such judgment, the execution thereof may be stayed as in civil cases.
Ala. Code § 10A-1-1.07 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-1.07
Section 10A-1-1.07 Signing of Document or Other Writing
Status: in_force

For purposes of this title, a writing has been signed by a person when the writing includes the person’s signature. A transmission or reproduction of a writing signed by a person is considered signed by that person for purposes of this title.
Ala. Code § 10-2B-7.28 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-7.28
Section 10-2B-7.28 Voting for Directors; Cumulative Voting
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-15.05 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-15.05
Section 10-2B-15.05 Effect of Certificate of Authority
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-8A-1003 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-1003
Section 10-8A-1003 Registered Office and Registered Agent
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-8A-103 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-103
Section 10-8A-103 Effect of Partnership Agreement; Nonwaivable Provisions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-11.23 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-11.23
Section 10A-3A-11.23 Decree of Dissolution or Continuation
Status: in_force

(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Section 10A-3A-11.20 exist, the court may enter a decree dissolving the nonprofit corporation and specifying the effective date of the dissolution. If the court enters a decree dissolving the nonprofit corporation, then the clerk of the court shall deliver a certified copy of the decree to the Secretary of State for filing.

(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the nonprofit corporation’s activities and affairs in accordance with Section 10A-3A-11.07 and the notification of claimants in accordance with Sections 10A-3A-11.08 and 10A-3A-11.09.

(c) If after a hearing the court determines pursuant to Section 10A-3A-11.22(c)(3) that a nonprofit corporation should not be dissolved, but should continue its activities and affairs, the court shall issue a decree naming at least one person as a member of the nonprofit corporation if it is a membership nonprofit corporation, naming at least one director if the nonprofit corporation is a nonmembership nonprofit corporation, and such other matters as the court may determine. If the court approves an amendment to the certificate of incorporation in accordance with Section 10A-3A-11.22(c)(3), then the court’s decree shall also set forth that amendment, specifying the effective date of that amendment, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State for filing.
Ala. Code § 10A-8A-6.03 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-6.03
Section 10A-8A-6.03 Effect of Partner’s Dissociation
Status: in_force

(a) If a person’s dissociation results in a dissolution and winding up of the partnership business or not for profit activity, Article 8 applies; otherwise, Article 7 applies.

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

(1) the person’s right to participate in the management and conduct of the partnership business or not for profit activity terminates, except as provided in Section 10A-8A-8.03;

(2) the person’s duty of loyalty under Section 10A-8A-4.11(b)(3) terminates; and

(3) the person’s duty of loyalty under Section 10A-8A-4.11(b)(1) and (2) and duty of care under Section 10A-8A-4.11(c) continue only with regard to matters arising and events occurring before the person’s dissociation, unless the partner participates in winding up the partnership’s business or not for profit activity pursuant to Section 10A-8A-8.03.
Ala. Code § 10-2B-8.22 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.22
Section 10-2B-8.22 Notice of Meeting
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-7.13 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-7.13
Section 10A-1-7.13 Procedure for and Effect of Revocation
Status: in_force

(a) If the Secretary of State determines that one or more grounds exist under Section 10A-1-7.12 for revocation of a registration, the Secretary of State shall serve the foreign entity with written notice of the determination of the Secretary of State by serving the foreign entity’s registered agent, which service may be by registered mail, or, if the foreign entity has no registered agent or its registered agent cannot with reasonable diligence be served, by serving the foreign entity by any method permitted under Sections 10A-1-5.35 and 10A-1-5.36.

(b) If the foreign entity does not correct each ground for revocation 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 subsection (a), the Secretary of State may revoke the foreign entity’s registration by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the foreign entity by serving its registered agent, which service may be by registered mail, or, if the foreign entity has no registered agent or its registered agent cannot with reasonable diligence be served, by serving the foreign entity by any method permitted under Sections 10A-1-5.35 and 10A-1-5.36.

(c) The authority of a foreign entity to transact business in this state ceases on the date shown on the certificate revoking its registration.

(d) Revocation of a foreign entity’s registration does not terminate the authority of the registered agent of the foreign entity. Service of process in any action, suit, or proceeding stating a cause of action arising in this state during the time the foreign entity was authorized to transact business in this state may be made on the foreign entity whose registration has been suspended by service on the registered agent or by serving the entity by any method permitted under Sections 10A-1-5.35 and 10A-1-5.36.
Ala. Code § 10A-2A-7.46 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.46
Section 10A-2A-7.46 Discontinuance or Settlement
Status: in_force

A derivative action may not be dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be given to stockholders of the corporation in such manner as the court directs.
Ala. Code § 10-2B-7.25 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-7.25
Section 10-2B-7.25 Quorum and Voting Requirements for Voting Groups
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-5A-11.04 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-11.04
Section 10A-5A-11.04 Statement of Limitation on Liabilities of Series
Status: in_force

The statement of limitation on liabilities of a series required by Section 10A-5A-11.02(b)(3) is sufficient regardless of whether:

(a) the limited liability company has established any series under this chapter when the statement of limitations is contained in the certificate of formation; and

(b) the statement of limitations makes reference to a specific series of the limited liability company.
Ala. Code § 10-2B-7.04 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-7.04
Section 10-2B-7.04 Action Without Meeting
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-1.23 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-1.23
Section 10A-3A-1.23 Action on Ratification
Status: in_force

(a) The quorum and voting requirements applicable to a ratifying action by the board of directors under Section 10A-3A-1.22(a) shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time the ratifying action is taken.

(b) If the ratification of the defective corporate action requires approval by the members under Section 10A-3A-1.22(c), and if the approval is to be given at a meeting, the membership nonprofit corporation shall notify each holder of valid and putative membership interests, regardless of whether entitled to vote of (i) the date of the action by the board of directors under Section 10A-3A-1.22(a) which shall be the record date and (ii) the date of the occurrence of the defective corporate action, provided that notice shall not be required to be given to holders of valid or putative membership interests whose identities or addresses for notice cannot be determined from the records of the membership nonprofit corporation. The notice must state that the purpose, or one of the purposes, of the meeting, is to consider ratification of a defective corporate action and must be accompanied by (i) either a copy of the action taken by the board of directors in accordance with Section 10A-3A-1.22(a) or the information required by Section 10A-3A-1.22(a)(1) through (a)(4), and (ii) a statement that any claim that the ratification of the defective corporate action and any putative membership interest issued as a result of the defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within 120 days from the applicable validation effective time.

(c) Except as provided in subsection (d) with respect to the voting requirements to ratify the election of a director, the quorum and voting requirements applicable to the approval by the members, if any, and if none, by the directors shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time of the member or director approval.

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

(e) Putative membership interests on the date of the action by the board of directors under Section 10A-3A-1.22(a) (and without giving effect to any ratification of putative membership interests that becomes effective as a result of the vote) shall neither be entitled to vote nor counted for quorum purposes in any vote to approve the ratification of any defective corporate action.

(f) If the approval under this section of putative membership interests would result in an overissue, in addition to the approval required by Section 10A-3A-1.22, approval of an amendment to the certificate of incorporation under Article 9 to increase the number of membership interests of an authorized class or to authorize the creation of a class of membership interests so there would be no overissue shall also be required.

(g) If the ratification of the defective corporate action requires approval by a person or group of persons specified in the certificate of incorporation, the directors shall provide that person or group of persons with (i) either a copy of the action taken by the board of directors in accordance with Section 10A-3A-1.22(a) or the information required by Section 10A-3A-1.22(a)(1) through (a)(4), and (ii) a statement that any claim that the ratification of the defective corporate action and any putative membership interest issued as a result of the defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within 120 days from the applicable validation effective time.
Ala. Code § 10-9C-406 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-406
Section 10-9C-406 Management Rights of General Partner
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-17.01 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-17.01
Section 10A-2A-17.01 Application of Article 17; Definitions
Status: in_force

(a) A corporation electing to become a benefit corporation under this article in the manner prescribed in this article is subject in all respects to the provisions of this chapter, except to the extent this article imposes additional or different requirements, in which case those requirements apply. The inclusion of a provision in this article does not imply that a contrary or different rule of law applies to a corporation that is not a benefit corporation. This article does not affect a statute or rule of law that applies to a corporation that is not a benefit corporation.

(b) As used in this article:

(1) BENEFIT CORPORATION means a corporation that includes in its certificate of incorporation a statement that the corporation is subject to this article.

(2) PUBLIC BENEFIT means a positive effect, or reduction of negative effects, on one or more communities or categories of persons (other than stockholders solely in their capacity as stockholders) or on the environment, including effects of an artistic, charitable, economic, educational, cultural, literary, medical, religious, social, ecological, or scientific nature.

(3) PUBLIC BENEFIT PROVISION means a provision in the certificate of incorporation which states that the corporation shall pursue one or more identified public benefits.

(4) RESPONSIBLE AND SUSTAINABLE MANNER means a manner that:

(i) pursues through the business of the corporation the creation of a positive effect on society and the environment, taken as a whole, that is material taking into consideration the corporation’s size and the nature of its business; and

(ii) considers, in addition to the interests of stockholders generally, the separate interests of stakeholders known to be affected by the conduct of the business of the corporation.
Ala. Code § 10A-2A-8.23 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.23
Section 10A-2A-8.23 Waiver of Notice
Status: in_force

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

(b) A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not after objecting vote for or assent to action taken at the meeting.
Ala. Code § 10A-2A-16.03 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-16.03
Section 10A-2A-16.03 Scope of Inspection Right. (Amended by 2026-495)
Status: in_force

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

(a) A stockholder may appoint an agent or attorney to exercise the stockholder’s inspection and copying rights under Section 10A-2A-16.02.

(b) The corporation may, if reasonable, satisfy the right of a stockholder to copy records under Section 10A-2A-16.02 by furnishing to the stockholder copies by photocopy or other means chosen by the corporation, including furnishing copies through an electronic transmission.

(c) The corporation may comply at its expense with a stockholder’s demand to inspect the record of stockholders under Section 10A-2A-16.02(b)(4) by providing the stockholder with a list of stockholders that was compiled no earlier than the date of the stockholder’s demand.

(d) The corporation may impose a reasonable charge to cover the costs of providing copies of documents to the stockholder, which may be based on an estimate of those costs.
Ala. Code § 10-5-11 — Alabama Code / Title 10 / Chapter 5 / Section 10-5-11
Section 10-5-11 Aiding of Another Corporation in Railroad Construction or Entering into Line Arrangements
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-11.01 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-11.01
Section 10-2B-11.01 Merger
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-1208 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1208
Section 10-9C-1208 Classification
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-7.15 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-7.15
Section 10A-20-7.15 Occupational License Taxes
Status: in_force

Every corporation organized and engaged in business under this article shall pay an annual state occupational license tax of fifty dollars ($50). Counties and municipalities are authorized in addition to levy an occupational license tax.
Ala. Code § 10A-2A-8.07 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.07
Section 10A-2A-8.07 Resignation of Directors
Status: in_force

(a) A director may resign at any time by delivering a written notice of resignation to the board of directors or its chair, to the secretary, or to the corporation.

(b) A resignation is effective as provided in Section 10A-2A-1.41(i) unless the resignation provides for a delayed effectiveness, including effectiveness determined upon a future event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.
Ala. Code § 10A-9A-11.07 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-11.07
Section 10A-9A-11.07 Classification
Status: in_force

For purposes of income taxation, other than under Chapter 14A of Title 40, a domestic or foreign limited partnership or limited liability limited partnership shall be treated as a partnership unless it is classified otherwise for federal income tax purposes, in which case it shall be classified in the same manner as it is for federal income tax purposes.
Ala. Code § 10A-17-2.27 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.27
Section 10A-17-2.27
Status: in_force

A decentralized unincorporated nonprofit association may effect a merger or conversion by complying with the applicable provisions of Chapter 1 and its governing principles.
Ala. Code § 10-12-41 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-41
Section 10-12-41 Distribution of Assets Upon Dissolution
Status: reserved

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

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-806 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-806
Section 10-9C-806 Known Claims Against Dissolved Limited Partnership Section
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-8.08 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.08
Section 10-2B-8.08 Removal of Directors by Shareholders
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-9.14 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-9.14
Section 10A-2A-9.14 Amendment of Plan of Conversion; Abandonment
Status: in_force

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

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

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

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

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

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

(b) After a plan of conversion has been approved by a converting organization that is a corporation in the manner required by this Division B of this Article 9 and before the statement of conversion becomes effective, the plan may be abandoned by the corporation without action by its stockholders in accordance with any procedures set forth in the plan or, if no procedures are set forth in the plan, in the manner determined by the board of directors.

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

(1) the name of the converting organization;

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

(3) a statement that the conversion has been abandoned in accordance with this section.
Ala. Code § 10-9A-121 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-121
Section 10-9A-121 Assignment of Partnership Interest
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-1-5.25 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.25
Section 10A-1-5.25 Renewal of Registration; Rights with Respect to Registered Name
Status: reserved

Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.
Ala. Code § 10-4-399 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-399
Section 10-4-399 Annual Report of Domestic and Foreign Professional Corporations
Status: reserved

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

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-9-9.04 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-9.04
Section 10A-9-9.04 Filing of Certificate of Authority
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-1-7.35 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-7.35
Section 10A-1-7.35 Out of State Business or Property of Foreign Entity Not Subject to Control or Regulation
Status: in_force

(a) The public interest lying in the promotion of business and industry in this state, it is the intent of the Legislature and declared to be the policy of the State of Alabama by passage of this section to promote and encourage industry and business in Alabama and specifically to induce the location within this state of the principal administrative office, principal distribution or manufacturing plant or principal place of business of foreign entities engaged in manufacturing, industrial, commercial, business, transportation, utility, public service, and research enterprises. This section shall be liberally construed in conformity with this intention.

(b) When a foreign entity that transacts only a portion of its business in this state has located, or is in the process of locating, its principal administrative office, its principal distribution or manufacturing plant or its principal place of business in this state, the authority, jurisdiction or power conferred by any law of this state on any agency, commission, department, or instrumentality of the state to control or regulate the foreign entity, its business, property, securities, or obligations shall not be deemed to apply to, and shall not be exercised with respect to, that portion of its business transacted or its property located without the state nor to the securities or obligations of the foreign entity; provided that nothing contained in this section shall be construed to repeal, alter, or modify any of the provisions of Title 8 relating to securities.
Ala. Code § 10-4-146 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-146
Section 10-4-146 Deposit of Funds in Designated Depository
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-142 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-142
Section 10-4-142 Taking of Security by Mortgage or Otherwise
Status: reserved

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