Ala. Code § 10A-3A-3.02 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-3.02
Section 10A-3A-3.02 General Powers
Status: in_force

Unless its certificate of incorporation provides otherwise, every nonprofit corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its activities and affairs, including all entity powers provided in Section 10A-1-2.11, Section 10A-1-2.12, and Section 10A-1-2.13.
Ala. Code § 10-12-46 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-46
Section 10-12-46 Foreign Limited Liability Companies
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-3.02 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-3.02
Section 10A-2-3.02 General Powers
Status: reserved

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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

Unless its articles of incorporation provide otherwise, every corporation organized under this chapter has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, all entity powers provided in Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13.
Ala. Code § 10A-8-5.01 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-5.01
Section 10A-8-5.01 Partner Not Co-Owner of 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REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019.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-18.01 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-18.01
Section 10A-2A-18.01 Application to Existing Corporations
Status: reserved

(a) Before January 1, 2021, this chapter governs only:

(1) a corporation incorporated on or after January 1, 2020; and

(2) a corporation incorporated before January 1, 2020, which elects, by amending or restating that corporation’s certificate of incorporation, to be governed by this chapter.

(b) On and after January 1, 2021, this chapter governs all existing corporations incorporated under:

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

(2) any predecessor statute hereto.

(c) For purposes of applying this chapter to a corporation incorporated before January 1, 2020:

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

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

(3) any amendment or restatement of a corporation’s certificate of incorporation or bylaws on or after January 1, 2020, shall conform with this chapter; and

(4) all filing instruments to be delivered for filing by or on behalf of a corporation on or after January 1, 2020, shall conform with this chapter and shall be delivered for filing to the filing officer in accordance with Article 4, commencing with Section 10A-1-4.01, of Chapter 1.

(d) No corporation may be incorporated after December 31, 2019, pursuant to Sections 10A-2-1.01 to 10A-2-17.02, inclusive.
Ala. Code § 10-2A-306 — Alabama Code / Title 10 / Chapter 2A / Section 10-2A-306
Section 10-2A-306 Corporate Option Where a Restriction on Transfer of Shares Is Held Invalid
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-8.06 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-8.06
Section 10A-8A-8.06 Known Claims Against Dissolved Partnership
Status: in_force

(a) A dissolved partnership 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 partnership.

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

(1) identify the dissolved partnership;

(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 partnership must receive the claim;

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

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

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

(2) if a claimant whose claim was rejected by the dissolved partnership, does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection 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 § 10-4-63 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-63
Section 10-4-63 Ratification and Confirmation of Corporate Existence
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-8A-908 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-908
Section 10-8A-908 Nonexclusive
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-64 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-64
Section 10-3A-64 Organization Meetings
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-1.08 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-1.08
Section 10A-1-1.08 Short Titles
Status: in_force

(a) The provisions of this title as described by this section may be cited as provided by this section.

(b) Chapter 2A and the provisions of Chapter 1 to the extent applicable to business corporations may be cited as the Alabama Business Corporation Law.

(c) Chapter 3A and the provisions of Chapter 1 to the extent applicable to nonprofit corporations may be cited as the Alabama Nonprofit Corporation Law.

(d) Chapter 4 and the provisions of Chapter 1 to the extent applicable to professional corporations may be cited as the Alabama Professional Corporation Law.

(e) Chapter 5A and the provisions of Chapter 1 to the extent applicable to limited liability companies may be cited as the Alabama Limited Liability Company Law.

(f) Chapter 8A and the provisions of Chapter 1 to the extent applicable to general partnerships may be cited as the Alabama Partnership Law.

(g) Chapter 9A and the provisions of Chapter 1 to the extent applicable to limited partnerships may be cited as the Alabama Limited Partnership Law.

(h) Chapter 10 and the provisions of Chapter 1 to the extent applicable to real estate investment trusts may be cited as the Alabama Real Estate Investment Trust Law.

(i) Chapter 11 and the provisions of Chapter 1 and Chapter 2A to the extent applicable to employee cooperative corporations may be cited as the Alabama Employee Cooperative Corporations Law.

(j) Chapter 17 and the provisions of Chapter 1 to the extent applicable to unincorporated nonprofit associations may be cited as the Alabama Unincorporated Nonprofit Association Law.

(k) Chapter 18 and the provisions of Chapter 1 to the extent applicable to Alabama statewide trade associations may be cited as the Alabama Statewide Trade Association Law.
Ala. Code § 10A-1-3.22 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.22
Section 10A-1-3.22 Officers
Status: in_force

(a) Officers of a domestic entity may be elected or appointed in accordance with the governing documents of the entity or by the governing authority of the entity unless prohibited by the governing documents.

(b) An officer of an entity shall perform the duties in the management of the entity and has the authority as provided by the governing documents of the entity or by the governing authority that elects or appoints the officer.

(c) A person may simultaneously hold any two or more offices of an entity unless prohibited by this title or the governing documents of the entity.
Ala. Code § 10-6-3 — Alabama Code / Title 10 / Chapter 6 / Section 10-6-3
Section 10-6-3 Right of Infant to Receive Dividends in Own Name
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-12-48 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-48
Section 10-12-48 Issuance of Registration
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-602 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-602
Section 10-9C-602 Effect of Dissociation as Limited Partner
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-3.08 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-3.08
Section 10A-8A-3.08 Liability of Purported Partner
Status: in_force

Except as provided in Section 10A-8A-3.06:

(a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner’s consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.

(b) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.

(c) A person is not liable as a partner merely because the person is named by another in a statement of authority.

(d) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of authority to indicate the partner’s dissociation from the partnership.

(e) Except as otherwise provided in subsections (a) and (b), persons who are not partners as to each other are not liable as partners to other persons.
Ala. Code § 10-12-7 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-7
Section 10-12-7 Unauthorized Assumption of Powers
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3-7.06 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-7.06
Section 10A-3-7.06 Voluntary Dissolution - Filing of Articles of Dissolution
Status: in_force

(a) The articles of dissolution shall be delivered to the Secretary of State for filing.

(b) Upon the filing of the articles of dissolution, the existence of the nonprofit corporation shall cease, except for the purpose of suits, other proceedings, and appropriate corporate action by members, directors, and officers as provided in this chapter or otherwise in this title.
Ala. Code § 10A-8A-9.07 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-9.07
Section 10A-8A-9.07 Action on Plan of Merger by Constituent Partnership
Status: in_force

(a) Subject to Section 10A-8A-9.10, a plan of merger must be consented to by all the partners of a constituent partnership.

(b) Subject to Section 10A-8A-9.10 and any contractual rights, after a merger is approved, and at any time before a filing is made under Section 10A-8A-9.08, a constituent partnership may amend the plan or abandon the merger:

(1) as provided in the plan; and

(2) except as prohibited by the plan, with the same consent as was required to approve the plan.
Ala. Code § 10A-5A-4.02 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-4.02
Section 10A-5A-4.02 Limited Liability Company Property
Status: in_force

A member has no interest in any specific property of a limited liability company or a series thereof.
Ala. Code § 10A-1-6.26 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-6.26
Section 10A-1-6.26 Permissive Indemnification of and Reimbursement of Expenses to Witnesses
Status: in_force

Notwithstanding any other provision of this chapter, an enterprise may pay or reimburse reasonable expenses incurred by a governing person, officer, employee, agent, delegate, or other person in connection with that person’s appearance as a witness or other participation in a proceeding at a time when the person is not a respondent in the proceeding.
Ala. Code § 10-2B-15.20 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-15.20
Section 10-2B-15.20 Withdrawal of Foreign Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-1.21 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-1.21
Section 10A-2A-1.21 Certificate of Existence or Registration
Status: in_force

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

(1) the corporation’s name;

(2) that the corporation was incorporated under the laws of this state, the date of incorporation, and the filing office in which the certificate of incorporation was filed;

(3) whether the corporation has delivered to the Secretary of State for filing a certificate of dissolution;

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

(5) other facts of record in the office of the Secretary of State that are specified by the person requesting the certificate.

(b) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of registration for a foreign corporation if the writings filed in the office of the Secretary of State show that the Secretary of State has filed an application for registration for authority to transact business in this state and the registration has not been revoked, withdrawn, or terminated. A certificate of registration must state:

(1) the foreign corporation’s name and any alternate name adopted for use in this state;

(2) that the foreign corporation is authorized to transact business in this state;

(3) that the Secretary of State has not revoked the foreign corporation’s registration;

(4) that the foreign corporation has not filed with the Secretary of State a certificate of withdrawal or otherwise terminated its registration; and

(5) other facts of record in the office of the Secretary of State that are specified by the person requesting the certificate.

(c) Subject to any qualification stated in the certificate, a certificate of existence or certificate of registration issued by the Secretary of State is conclusive evidence that the corporation is in existence or the foreign corporation is authorized to transact business in this state.
Ala. Code § 10A-8A-6.02 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-6.02
Section 10A-8A-6.02 Partner’s Power to Dissociate; Wrongful Dissociation
Status: in_force

(a) A person has the power to dissociate as a partner at any time, rightfully or wrongfully, by express will pursuant to Section 10A-8A-6.01(1).

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

(1) it is in breach of an express provision of the partnership agreement; or

(2) in the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking if any of the following apply:

(A) the person dissociates as a partner by express will, unless the dissociation follows not later than 90 days after another person’s dissociation by death or otherwise under Section 10A-8A-6.01(6) through (10) or wrongful dissociation under this subsection;

(B) the person is expelled as a partner by judicial order under Section 10A-8A-6.01(5);

(C) the person is dissociated under Section 10A-8A-6.01(7); or

(D) in the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated because it willfully dissolved or terminated.

(c) A person that wrongfully dissociates as a partner is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the partner to the partnership or the other partners.
Ala. Code § 10-12-18 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-18
Section 10-12-18 Parties to Actions
Status: reserved

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

If a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership’s obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made.
Ala. Code § 10-3B-15 — Alabama Code / Title 10 / Chapter 3B / Section 10-3B-15
Section 10-3B-15 Transition Concerning Real and Personal Property
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-3.03 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-3.03
Section 10A-3A-3.03 Emergency Powers
Status: in_force

(a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a nonprofit corporation may:

(1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and

(2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

(b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise:

(1) notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner; and

(2) one or more officers of the nonprofit corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the nonprofit corporation:

(1) binds the nonprofit corporation; and

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

(d) An emergency exists for purposes of this section if a quorum of the board of directors cannot readily be assembled because of some catastrophic event.
Ala. Code § 10A-2A-10.07 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-10.07
Section 10A-2A-10.07 Restated Certificate of Incorporation
Status: in_force

(a) A corporation’s board of directors may restate its certificate of incorporation at any time, without stockholder approval, to consolidate all amendments into a single document. The restated certificate of incorporation may amend the certificate of incorporation with those amendments that the board of directors is permitted to adopt without stockholder approval in accordance with Sections 10A-2A-10.02 and 10A-2A-10.05. The restated certificate of incorporation may also amend the certificate of incorporation with those amendments that the stockholders must approve in accordance with Section 10A-2A-10.03.

(b) If the restated certificate of incorporation includes one or more new amendments that require stockholder approval, the amendments shall be adopted and approved as provided in Section 10A-2A-10.03.

(c) A corporation that restates its certificate of incorporation shall deliver to the Secretary of State for filing a certificate of restatement setting forth:

(1) the name of the corporation;

(2) the text of the restated certificate of incorporation;

(3) a statement that the restated certificate of incorporation consolidates all amendments into a single document;

(4) if a new amendment is included in the restated certificate of incorporation, the statements required under Section 10A-2A-10.06 with respect to the new amendment; and

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

(d) The duly adopted restated certificate of incorporation supersedes the original certificate of incorporation and all amendments to the certificate of incorporation.

(e) A restated certificate of incorporation may omit the information that may be deleted pursuant to Section 10A-2A-10.05.
Ala. Code § 10A-17-2.24 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.24
Section 10A-17-2.24
Status: in_force

(a) Except as provided by subsection (b), on reasonable notice, a member or administrator of a decentralized unincorporated nonprofit association is entitled to an electronic record of any record maintained by the nonprofit association regarding the nonprofit association’s activities, financial condition, and other circumstances, to the extent the information is material to the member’s or administrator’s rights and duties under the decentralized unincorporated nonprofit association’s governing principles or this article.

(b) A decentralized unincorporated nonprofit association is not obligated to provide records requested from a member or administrator if access to the information is contained in a record available to the member or administrator in a medium available to the member, including distributed ledger technology.

(c)(1) A decentralized unincorporated nonprofit association may impose reasonable restrictions on access to and use of information that may be provided under this section, including by designating the information confidential and imposing nondisclosure or other safeguarding obligations on the recipient of the information.

(2) In a dispute concerning the reasonableness of a restriction under this subsection, the decentralized unincorporated nonprofit association shall have the burden of proving reasonableness.

(d) A former member or administrator may have access to information to which the former member or administrator was entitled to as a member or administrator if all of the following apply:

(1) The information relates to the period of time during which the former member or administrator was a member or administrator.

(2) The former member or administrator seeks the information in good faith.

(3) The former member or administrator satisfies the requirements of subsections (a) through (c) with respect to the information.

(e) A decentralized unincorporated nonprofit association shall not be obligated to collect and maintain a list of members or information on an individual member, including the names or addresses of members.
Ala. Code § 10-9A-182 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-182
Section 10-9A-182 Pleading
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-9A-164 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-164
Section 10-9A-164 Changes and Amendments
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-3A-43 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-43
Section 10-3A-43 Books and Records
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-13.28 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-13.28
Section 10-2B-13.28 Procedure If Shareholder Dissatisfied with Offer of Payment
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-1.09 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-1.09
Section 10A-8A-1.09 Partnership Agreement; Effect on Partnership and Persons Admitted as Partners
Status: in_force

(a) A partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the partnership agreement.

(b) A person that is admitted as a partner of a partnership becomes a party to and assents to the partnership agreement except as provided in Section 10A-8A-5.02(g).

(c) Two or more persons intending to be the initial partners of a partnership may make an agreement providing that upon the formation of the partnership, the agreement will become the partnership agreement.
Ala. Code § 10-9A-195 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-195
Section 10-9A-195 Applicability of Article 5 of Chapter 2A, Title 10
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-9C-505 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-505
Section 10-9C-505 No Distribution on Account of Dissociation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-42 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-42
Section 10-4-42 Changing of Corporate Name
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-8.04 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.04
Section 10A-2A-8.04 Election of Directors by Certain Classes or Series of Stock
Status: in_force

If the certificate of incorporation or action by the board of directors pursuant to Section 10A-2A-6.02 authorizes dividing the stock into classes or series, the certificate of incorporation may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes or series of stock. A class or series (or multiple classes or series) of stock entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
Ala. Code § 10-12-28 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-28
Section 10-12-28 Sharing of Profits and Losses
Status: reserved

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

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-5-9 — Alabama Code / Title 10 / Chapter 5 / Section 10-5-9
Section 10-5-9 Operation of Transportation Methods for Persons or Property by Railroad, Mining, Manufacturing and Quarrying Companies
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-7.43 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.43
Section 10A-2A-7.43 Demand
Status: in_force

A stockholder may commence a derivative action in the right of the corporation, if:

(a) the stockholder first makes a written demand upon the corporation requesting that it bring an action to enforce the right and the corporation does not bring the action within a reasonable time; or

(b) a demand under subsection (a) would be futile.
Ala. Code § 10A-5A-10.07 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-10.07
Section 10A-5A-10.07 Filings Required for Merger; Effective Date
Status: in_force

(a) After each constituent organization has approved the plan of merger, a statement of merger must be signed on behalf of:

(1) each constituent limited liability company, as provided in Section 10A-5A-2.04(a); and

(2) each other constituent organization, as provided by its governing statute.

(b) A statement of merger under this section must include:

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

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

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

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

(A) if it will be a limited liability company, the limited liability company’s certificate of formation; or

(B) if it will be an organization other than a limited liability company, any organizational document that creates the organization that is required to be in a public writing;

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

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

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

(8) if the surviving organization is a foreign organization not authorized to conduct activities and affairs in this state, the street and mailing address of an office for the purposes of Section 10A-5A-10.08(b); and

(9) any additional information required by the governing statute of any constituent organization.

(c) The statement of merger shall be delivered for filing to the Secretary of State.

(d) A merger becomes effective under this article:

(1) if the surviving organization is a limited liability company, upon the later of:

(A) the filing of the statement of merger with the Secretary of State; or

(B) as specified in the statement of merger; or

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

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

(f) A statement of merger is a filing instrument under Chapter 1.

(g) The filing fees for a statement of merger shall be as set forth in Chapter 1.
Ala. Code § 10-3A-141 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-141
Section 10-3A-141 Distribution of Assets
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-8.06 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-8.06
Section 10A-20-8.06 Declaratory Actions - Service of Process
Status: in_force

Service of process in an action or proceeding may be had on the local organization by service on its administrative authority, one or more senior or representative members or other similar authority of the organization by service on the parent organization by serving any representative official, members, or employees thereof, by service on the trustee, person, or corporation in which the record title to the fraternal property sought to be affected by the proceeding is held or vested, and by service on any other defendant having a justifiable interest in the relief sought. Service by publication or otherwise may be had on any nonresident in the manner provided in the Alabama Rules of Civil Procedure pertaining to class actions and other methods of service of process.
Ala. Code § 10-4-81 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-81
Section 10-4-81 Distribution of Proceeds When Corporation Ceases Business
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-9.07 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-9.07
Section 10A-9-9.07 Cancellation of Certificate of Authority; Effect of Failure to Have Certificate
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-11-1.07 — Alabama Code / Title 10A / Chapter 11 / Section 10A-11-1.07
Section 10A-11-1.07 Directors and Officers
Status: in_force

(a) The bylaws of an employee cooperative shall provide for the election, terms, classification, if any, and removal of directors and officers.

(b) Nonmembers may serve as directors or officers of an employee cooperative but at no time shall the number of nonmember directors or officers exceed 25 percent of the total number of directors or officers.

(c) Vacancies in director positions resulting from death, resignation, or removal shall be filled by vote of the member directors or by vote of the members.
Ala. Code § 10-9C-1108 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1108
Section 10-9C-1108 Filings Required for Merger; Effective Date
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-140 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-140
Section 10-9A-140 Nonjudicial Dissolution
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-1-7.22 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-7.22
Section 10A-1-7.22 Transaction of Business Without Registration; Actions to Restrain
Status: in_force

(a) The failure of a foreign filing entity to register to transact business in this state or to appoint and maintain a registered agent in this state shall not impair the validity of any contract or act of the foreign entity and shall not prevent the foreign entity from defending any action or proceeding in any court of this state, but the foreign entity shall not maintain any action or proceeding in any court of this state until it has delivered to the Secretary of State for filing an application for registration or a statement of foreign limited liability partnership, as applicable, in accordance with Section 10A-1-7.04. A foreign filing entity, by transacting business in this state without filing an application for registration or a statement of foreign limited liability partnership, as applicable, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business or activities in this state. The liability of the owners, members, and managerial officials of a foreign filing entity is governed by the laws of the jurisdiction under whose laws it was formed or under which it is governed, and any limitations on that liability are not waived solely by reason of having transacted business in this state without filing an application for registration or a statement of foreign limited liability partnership, as applicable.

(b) The Attorney General may bring an action to restrain a foreign entity from transacting business in this state in violation of this title.
Ala. Code § 10A-20-2.07 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-2.07
Section 10A-20-2.07 Effect of Recital in Minutes on Proceedings Under Sections 10A-20-2.05 and 10A-20-2.06
Status: in_force

A recital upon the minutes of the proceedings of a society or church that the notice required in Sections 10A-20-2.05 and 10A-20-2.06 was given, and of the vote upon the question before the meeting shall be evidence of the regularity of the meeting and of the proceedings therein.
Ala. Code § 10A-2A-11.08 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-11.08
Section 10A-2A-11.08 Abandonment of a Merger or Stock Exchange
Status: in_force

(a) After a plan of merger or stock exchange has been adopted and approved as required by this Article 11, and before the statement of merger or stock exchange has become effective, the plan may be abandoned by a corporation that is a party to the plan without action by its stockholders in accordance with any procedures set forth in the plan of merger or stock exchange or, if no procedures are set forth in the plan, in the manner determined by the board of directors.

(b) If a merger or stock exchange is abandoned under subsection (a) after the statement of merger or stock exchange has been delivered to the Secretary of State for filing but before the merger or stock exchange has become effective, a statement of abandonment signed by all the parties that signed the statement of merger or stock exchange shall be delivered to the Secretary of State for filing before the statement of merger or stock exchange becomes effective. The statement shall take effect on filing and the merger or stock exchange shall be deemed abandoned and shall not become effective. The statement of abandonment must contain:

(1) the name of each party to the merger or the names of the acquiring and acquired entities in a stock exchange;

(2) the date on which the statement of merger or stock exchange was filed by the Secretary of State; and

(3) a statement that the merger or stock exchange has been abandoned in accordance with this section.
Ala. Code § 10-9A-161 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-161
Section 10-9A-161 Registration
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-4-28 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-28
Section 10-4-28 Burial Societies - Chairman and Members of Board
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-9.32 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-9.32
Section 10A-1-9.32 Reinstatement
Status: in_force

In addition to the grounds for reinstating a dissolved entity pursuant to the chapter of this title applicable to the entity, if the chapter of this title applicable to the entity does not provide for reinstatement, the entity may be reinstated if the legal existence of the entity is necessary to:

(1) convey or assign property;

(2) settle or release a claim or liability;

(3) take an action; or

(4) sign an instrument or agreement.
Ala. Code § 10-2B-13.02 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-13.02
Section 10-2B-13.02 Right to Dissent
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-803 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-803
Section 10-9C-803 Winding Up
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-392 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-392
Section 10-4-392 Voting Trusts
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-10.01 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-10.01
Section 10A-20-10.01 Restrictions; Powers of Courts and Attorney General Not Impaired
Status: in_force

(a) Notwithstanding any provision to the contrary in the certificate of formation, other governing instrument, or under any other law of this state, and except as otherwise provided by court order, or by a provision in the certificate of formation or other governing instrument, which in either case is entered or made after August 11, 1971, and expressly limits the applicability of this section, a corporation which is, or is treated as, a private foundation, as defined in Section 509 of the Internal Revenue Code of 1986, as amended, during the period it is, or is treated as, a private foundation:

(1) Shall not engage in any act of self-dealing as defined in Section 4941 (d) thereof;

(2) Shall distribute, for the purposes specified in its certificate of formation, for each taxable year not less than the amounts at the time and in the manner as not to become subject to the tax on undistributed income imposed by Section 4942 thereof;

(3) Shall not, if Section 4943 thereof is applicable, retain any excess business holdings as defined in subsection (c) of that section beyond the period permitted by that section;

(4) Shall not make any investment in a manner as to subject it to tax under Section 4944 thereof; and

(5) Shall not make any taxable expenditures as defined in Section 4945 (d) thereof.

(b) Nothing in this section shall impair the rights and powers of the courts or the Attorney General of this state with respect to any corporation described in this section. The provisions of this section shall not apply to any corporation to the extent that a court of competent jurisdiction shall determine that the application would be contrary to the terms of the certificate of formation or other instrument governing the corporation or governing the administration of charitable funds held by it and that the same may not properly be changed to conform to this section.

(c) All references to sections of the Internal Revenue Code of 1986, as amended, shall include future amendments to the sections and corresponding provisions of future internal revenue laws.
Ala. Code § 10-3B-10 — Alabama Code / Title 10 / Chapter 3B / Section 10-3B-10
Section 10-3B-10 Disposition of Personal Property of Inactive or Dissolved Nonprofit Association
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-7.01 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.01
Section 10A-2A-7.01 Annual Meetings
Status: in_force

(a) Unless directors are elected by written consent in lieu of an annual meeting as permitted by Section 10A-2A-7.04, a corporation shall hold a meeting of stockholders annually at a time stated in or fixed in accordance with the certificate of incorporation or bylaws at which directors shall be elected.

(b) Unless the board of directors determines to hold the meeting solely by means of remote communication in accordance with Section 10A-2A-7.09(c), annual meetings may be held (i) in or out of this state at the place stated in or fixed in accordance with the certificate of incorporation or bylaws or (ii) if no place is stated in or fixed in accordance with the certificate of incorporation or bylaws, at the corporation’s principal office.

(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation’s certificate of incorporation or bylaws does not affect the validity of any corporate action.
Ala. Code § 10-2B-14.02 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-14.02
Section 10-2B-14.02 Dissolution by Board of Directors and Shareholders
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-105 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-105
Section 10-3A-105 Merger or Consolidation of Domestic and Foreign Corporations
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-2.15 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-2.15
Section 10A-1-2.15 Limitation on Powers
Status: in_force

This division does not authorize a domestic entity or a managerial official of a domestic entity to exercise a power in a manner inconsistent with a limitation on the purposes or powers of the entity contained in its governing documents, this title, or other law of this state.
Ala. Code § 10A-3-1.02 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-1.02
Section 10A-3-1.02 Definitions
Status: in_force

As used in this chapter, the following terms shall have the following meanings, respectively, unless the context otherwise requires:

(1) ARTICLES OF INCORPORATION. The original or restated articles of incorporation or articles of consolidation and all amendments thereto, including articles of merger, of a domestic or foreign nonprofit corporation. The term articles of incorporation of a nonprofit corporation constitutes its certificate of formation as defined in Chapter 1. The terms may be used interchangeably. The articles of incorporation or certificate of formation of a nonprofit corporation, together with its bylaws, constitute its governing documents as described in Chapter 1.

(2) BOARD OF DIRECTORS. The group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated. The board of directors of a nonprofit corporation is its governing authority as that term is defined in Chapter 1, unless the certificate of formation provides otherwise as provided in Section 10A-3-2.08.

(3) BYLAWS. The code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which the rules are designated. The bylaws of a nonprofit corporation, together with its articles of incorporation or certificate of formation, constitute the nonprofit corporation’s governing documents as described in Chapter 1.

(4) ELECTRONIC MAIL means an electronic transmission directed to a unique electronic mail address.

(5) ELECTRONIC MAIL ADDRESS means a destination, commonly expressed as a string of characters, consisting of a unique user name or mailbox (commonly referred to as the “local part” of the address) and a reference to an internet domain (commonly referred to as the “domain part” of the address), whether or not displayed, to which electronic mail can be sent or delivered.

(6) FOREIGN NONPROFIT CORPORATION. A nonprofit corporation organized under laws other than the laws of Alabama.

(7) MEMBER. One having membership rights in a corporation in accordance with the provisions of its governing documents. A member may be a natural person, a partnership, a professional association or professional corporation, a corporation for profit or a nonprofit corporation.

(8) NONPROFIT CORPORATION. A nonprofit corporation no part of the income or profit of which is distributable to its members, directors, or officers.

(9) NONPROFIT CORPORATION or DOMESTIC NONPROFIT CORPORATION. A nonprofit corporation subject to the provisions of this chapter, except a foreign nonprofit corporation.

(10) VERIFIED. Supported by an affidavit or oath confirming the correctness, truth, or authenticity of the matter set forth therein.
Ala. Code § 10-12-49 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-49
Section 10-12-49 Name
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-12-39 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-39
Section 10-12-39 Winding Up
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-8A-1007 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-1007
Section 10-8A-1007 Withdrawal of a Qualified Foreign Registered Limited Liability Partnership
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-9.01 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-9.01
Section 10A-2A-9.01 Definitions
Status: in_force

As used in this Article 9:

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

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

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

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

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

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

(6) ORGANIZATIONAL DOCUMENTS means:

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

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

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

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

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

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

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

(H) for any other organization, the basic writings that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.
Ala. Code § 10-8A-201 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-201
Section 10-8A-201 Partnership as Entity
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8-5.02 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-5.02
Section 10A-8-5.02 Partner’s Transferable Interest in Partnership
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10A-2-8.41 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.41
Section 10A-2-8.41 Duties of Officers
Status: reserved

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

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
Ala. Code § 10A-2A-7.28 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.28
Section 10A-2A-7.28 Voting for Directors; Cumulative Voting
Status: in_force

(a) Unless otherwise provided in the certificate of incorporation, directors are elected by a plurality of the votes cast by the stock entitled to vote in the election at a meeting at which a quorum is present.

(b) Stockholders do not have a right to cumulate their votes for directors unless the certificate of incorporation so provides.

(c) A statement included in the certificate of incorporation that ”[all] [a designated voting group of] stockholders are entitled to cumulate their votes for directors” (or words of similar import) means that the stockholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.

(d) Stock otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:

(1) the meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or

(2) a stockholder who has the right to cumulate the stockholder’s votes gives notice to the corporation not less than 48 hours before the time set for the meeting of the stockholder’s intent to cumulate votes during the meeting, and if one stockholder gives this notice all other stockholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
Ala. Code § 10A-3A-9.06 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-9.06
Section 10A-3A-9.06 Certificate of Amendment
Status: in_force

(a) After an amendment to the certificate of incorporation has been adopted and approved in the manner required by this chapter, the certificate of incorporation, and bylaws, the nonprofit corporation must deliver to the Secretary of State, for filing, a certificate of amendment, which must set forth:

(1) the name of the nonprofit corporation;

(2) the text of each amendment adopted or the information required by Section 10A-3A-1.04(c)(5);

(3) if an amendment provides for an exchange, reclassification, or cancellation of memberships, provisions for implementing the amendment if not contained in the amendment itself (which may be made dependent upon facts objectively ascertainable outside the articles of amendment in accordance with Section 10A-3A-1.04(c)(5));

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

(5) a statement that the amendment was adopted:

(i) in accordance with Sections 10A-3A-9.02, if the nonprofit corporation is a membership nonprofit corporation which has not yet admitted one or more members;

(ii) in accordance with Sections 10A-3A-9.03 and 10A-3A-9.04, if the nonprofit corporation is a membership nonprofit corporation which has admitted one of more members;

(iii) in accordance with Section 10A-3A-9.05, if the nonprofit corporation is a nonmembership nonprofit corporation; or

(iv) in accordance with Section 10A-3A-1.04(c)(5);

(6) a statement that the amendment was adopted in accordance with Section 10A-9A-9.30, if applicable; and

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

(b) A certificate of amendment shall take effect at the effective date and time determined in accordance with Article 4 of Chapter 1.
Ala. Code § 10A-3A-8.01 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.01
Section 10A-3A-8.01 Requirement for and Functions of Board of Directors
Status: in_force

All corporate powers shall be exercised by or under authority of, and the activities and affairs of a nonprofit corporation shall be managed by or under the direction and subject to the oversight of, the board of directors except as may be otherwise provided in this chapter or the certificate of incorporation. If the certificate of incorporation provides that some of the corporate powers are to be exercised by or under the authority of, or some of the activities and affairs of the nonprofit corporation are to be managed by or under the authority of, a person or group of persons other than the board of directors, then the powers and duties conferred or imposed upon the board of directors by this chapter with respect to those corporate powers, activities and affairs shall be exercised and performed by that person or group of persons as provided in the certificate of incorporation.
Ala. Code § 10A-9A-10.03 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-10.03
Section 10A-9A-10.03 Action on Plan of Conversion by Converting Limited Partnership
Status: in_force

(a) Subject to Section 10A-9A-10.10, a plan of conversion must be consented to by all the partners of a converting limited partnership.

(b) Subject to Section 10A-9A-10.10 and any contractual rights, after a conversion is approved, and at any time before a filing is made under Section 10A-9A-10.04, a converting limited partnership may amend the plan or abandon the planned conversion:

(1) as provided in the plan; and

(2) except as prohibited by the plan, by the same consent as was required to approve the plan.
Ala. Code § 10-3A-224 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-224
Section 10-3A-224 Reservation of Power
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-102 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-102
Section 10-3A-102 Approval of Merger or Consolidation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-13.04 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-13.04
Section 10A-3A-13.04 Action on a Plan of Conversion in a Nonmembership Nonprofit Corporation
Status: in_force

In the case of a conversion of a nonmembership nonprofit corporation the plan of conversion shall be adopted in the following manner:

(a) The plan of conversion shall be adopted by the board of directors; and

(b) A plan of conversion adopted by the board of directors under this section must also be approved in writing by a person or group of persons, if any, whose approval is required under Section 10A-3A-13.08.
Ala. Code § 10A-5A-5.03 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-5.03
Section 10A-5A-5.03 Charging Order
Status: in_force

(a) On application to a court of competent jurisdiction by any judgment creditor of a member 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 liability company 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) A limited liability company, 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 liability company 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 member retains the rights of a member and remains subject to all duties and obligations of a member; 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 member or transferee of the benefit of any exemption laws applicable to the member’s or transferee’s transferable interest.

(f) This section provides the exclusive remedy by which a judgment creditor of a member 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 member 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 liability company. 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-17-1.04 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-1.04
Section 10A-17-1.04 Governance
Status: in_force

(a) A nonprofit association may adopt written rules for its regulation, management, governance and dissolution.

(b) As to matters not addressed by written rules, the following rules shall apply:

(1) A member of a nonprofit association shall be entitled to participate in the governance of the association. A majority of the votes cast on a matter by members present and voting at a properly called meeting shall govern as to that matter.

(2) As to any matter not determined by vote, the association may take action in accordance with its settled practices.

(c) A member acting on behalf of the association shall discharge his or her duties in a manner the member reasonably believes to be in the best interest of the association.
Ala. Code § 10A-2A-7.26 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.26
Section 10A-2A-7.26 Action by Single and Multiple Voting Groups
Status: in_force

(a) If the certificate of incorporation or this chapter provides for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in Section 10A-2A-7.25.

(b) If the certificate of incorporation or this chapter provides for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in Section 10A-2A-7.25. Action may be taken by different voting groups on a matter at different times.
Ala. Code § 10-3A-176 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-176
Section 10-3A-176 Registered Office and Registered Agent of Foreign Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-9.12 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-9.12
Section 10A-8A-9.12 Power of Partners and Persons Dissociated as Partners to Bind Organization After Conversion or Merger
Status: in_force

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

(1) before the conversion or merger became effective, the act would have bound the converting or constituent partnership under Section 10A-8A-3.01; and

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

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

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

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

(1) before the conversion or merger became effective, the act would have bound the converting or constituent partnership under Section 10A-8A-3.01 if the person had been a partner; and

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

(A) does not have notice of the dissociation;

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

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

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

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

(2) if another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.
Ala. Code § 10A-10-1.19 — Alabama Code / Title 10A / Chapter 10 / Section 10A-10-1.19
Section 10A-10-1.19 Liability of Trustee
Status: in_force

(a) Subject to the provisions of subsection (b), a trustee of a real estate investment trust is not personally liable for the obligations of the real estate investment trust.

(b) If a trustee otherwise would be liable, the provisions of this subsection do not relieve the trustee from any liability to the trust or its security holders for any act that constitutes:

(1) Bad faith.

(2) Willful misfeasance.

(3) Gross negligence.

(4) Reckless disregard of the trustee’s duties.

(c)(1) Except as provided in subdivision (2), the declaration of trust of a real estate investment trust may include any provision expanding or limiting the liability of its trustees and officers to the trust or its shareholders for money damages.

(2) The declaration of trust of a real estate investment trust may not include any provision that restricts or limits the liability of its trustees or officers to the trust or its shareholders:

a. To the extent that it is proven that the person actually received an improper benefit or profit in money, property, or services, for the amount of the benefit or profit in money, property, or services actually received.

b. To the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person’s action or failure to act was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.

(3) This subsection may not be construed to affect the liability of a person in any capacity other than the person’s capacity as a trustee or officer of a real estate investment trust.
Ala. Code § 10-2B-1.23 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-1.23
Section 10-2B-1.23 Effective Time and Date of Document
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-2.07 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-2.07
Section 10A-3A-2.07 Forum Selection Provisions. (Amended by 2026-495)
Status: in_force

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

(a) The certificate of incorporation or the bylaws may require that any or all internal corporate claims shall be brought exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the nonprofit corporation has a reasonable relationship.

(b) A provision of the certificate of incorporation or bylaws adopted under subsection (a) shall not have the effect of conferring jurisdiction on any court or over any person or claim, and shall not apply if none of the courts specified by that provision has the requisite personal and subject matter jurisdiction. If the court or courts of this state specified in a provision adopted under subsection (a) do not have the requisite personal and subject matter jurisdiction and another court of this state does have jurisdiction, then the internal corporate claim may be brought in the other court of this state, notwithstanding that the other court of this state is not specified in that provision, and in any other court specified in that provision that has the requisite jurisdiction.

(c) No provision of the certificate of incorporation or the bylaws may prohibit bringing an internal corporate claim in the courts of this state or require those claims to be determined by arbitration.

(d) “Internal corporate claim” means, for the purposes of this section, (i) any claim that is based upon a violation of a duty under the laws of this state by a current or former director, officer, or member in their capacities as such, (ii) any action asserting a claim arising pursuant to any provision of this chapter or the certificate of incorporation or bylaws, or (iii) any action asserting a claim governed by the internal affairs doctrine that is not included in (i) through (ii) above.
Ala. Code § 10A-3A-8.09 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.09
Section 10A-3A-8.09 Removal of Directors by Judicial Proceeding
Status: in_force

The designated court, and if none, the circuit court for the county in which the nonprofit corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the nonprofit corporation’s most recent registered office is located may remove a director from office or may order other relief, including barring the director from reelection, redesignation, or reappointment for a period prescribed by the court, in a proceeding commenced by or in the right of the nonprofit corporation if the court finds that: (i) the director engaged in fraudulent conduct with respect to the nonprofit corporation or its members, grossly abused the position of director, or intentionally inflicted harm on the nonprofit corporation; and (ii) considering the director’s course of conduct and the inadequacy of other available remedies, removal or such other relief would be in the best interest of the nonprofit corporation.
Ala. Code § 10A-2A-10.08 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-10.08
Section 10A-2A-10.08 Amendment Pursuant to Reorganization
Status: in_force

(a) A corporation’s certificate of incorporation may be amended without action by the board of directors or stockholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States if the certificate of incorporation after the amendment only contains provisions required or permitted by Section 10A-2A-2.02.

(b) The individual or individuals designated by the court shall deliver to the Secretary of State for filing a certificate of amendment setting forth:

(1) the name of the corporation;

(2) the text of each amendment approved by the court;

(3) the date of the court’s order or decree approving the certificate of amendment;

(4) the title of the reorganization proceeding in which the order or decree was entered;

(5) a statement that the court had jurisdiction of the proceeding under federal statute; and

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

(c) Stockholders of a corporation undergoing reorganization do not have appraisal rights except as and to the extent provided in the reorganization plan.

(d) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
Ala. Code § 10-9C-118 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-118
Section 10-9C-118 Consent and Proxies of Partners
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-11.03 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-11.03
Section 10A-9-11.03 Action on Plan of Conversion by Converting Limited Partnership
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-8A-4.02 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-4.02
Section 10A-8A-4.02 Admission of Partner
Status: in_force

(a) The initial partners of a partnership are admitted as partners upon the formation of the partnership.

(b) After formation, a person is admitted as a partner of the partnership:

(1) as provided in the partnership agreement;

(2) as the result of a transaction effective under Article 9 of this chapter or Article 8 of Chapter 1;

(3) with the consent of all the partners; or

(4) as provided in Section 10A-8A-8.01(6) or 10A-8A-8.01(7).

(c) Each person to be admitted as a partner to a partnership formed under either Section 10A-8A-2.01(a)(1) or 10A-8A-2.01(a)(2) may be admitted as a partner without:

(1) acquiring a transferable interest; or

(2) making or being obligated to make a contribution to the partnership.
Ala. Code § 10A-8A-9.01 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-9.01
Section 10A-8A-9.01 Definitions
Status: in_force

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

(1) CONSTITUENT ORGANIZATION means an organization that is party to a merger under this article.

(2) CONSTITUENT PARTNERSHIP means a constituent organization that is a partnership.

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

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

(5) CONVERTING PARTNERSHIP means a converting organization that is a partnership.

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

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

(8) ORGANIZATIONAL DOCUMENTS means:

(A)(i) for a partnership, its partnership agreement and, if applicable, its statement of partnership, statement of not for profit partnership, or statement of limited liability partnership; and (ii) for a foreign partnership, its partnership agreement and, if applicable, its statement of foreign limited liability partnership;

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

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

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

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

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

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

(H) for any other organization, the basic writings that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.

(9) PLAN OF MERGER. Except as set forth in Section 10A-8A-9.06(e), a plan of merger, whether referred to as a plan of merger, an agreement of merger, a merger agreement, a plan and agreement of merger, an agreement and plan of merger, or otherwise, means a writing described in Section 10A-8A-9.06 and includes any agreement, instrument, or other document referenced therein or associated therewith that sets forth the terms and conditions of the merger.

(10) SURVIVING ORGANIZATION means an organization into which one or more other organizations are merged under this article, whether the organization pre-existed the merger or was created pursuant to the merger.
Ala. Code § 10-2B-8.21 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.21
Section 10-2B-8.21 Action Without Meeting
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-8A-307 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-307
Section 10-8A-307 Actions by and Against Partnership and Partners
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-6.27 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-6.27
Section 10A-2A-6.27 Restriction on Transfer of Stock
Status: in_force

(a) The certificate of incorporation, the bylaws, an agreement among stockholders, or an agreement between stockholders and the corporation may impose restrictions on the transfer or registration of transfer of stock of the corporation. A restriction does not affect stock issued before the restriction was adopted unless the holders of the stock are parties to the restriction agreement or voted in favor of the restriction.

(b) A restriction on the transfer or registration of transfer of stock is valid and enforceable against the corporation, the holder, or a transferee of the holder if the restriction is authorized by this section and as provided in Section 10A-1-3.42, and its existence is noted conspicuously on the front or back of the certificate or is contained in the information required by Section 10A-1-3.45. Unless so noted or contained, a restriction is not enforceable against a person without knowledge of the restriction.

(c) A restriction on the transfer or registration of transfer of stock is authorized:

(1) to maintain the corporation’s status when it is dependent on the number or identity of its stockholders;

(2) to preserve exemptions under federal or state securities law; or

(3) for any other reasonable purpose.

(d) A restriction on the transfer or registration of transfer of stock may include a restriction that:

(1) obligates the stockholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted stock;

(2) obligates the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted stock;

(3) requires the corporation, the holders of any class or series of its stock, or other persons to approve the transfer of the restricted stock, if the requirement is not manifestly unreasonable;

(4) prohibits the transfer or registration of the restricted stock to designated persons or classes of persons, if the prohibition is not manifestly unreasonable; or

(5) requires the corporation to refuse to transfer the stock.

(e) For purposes of this section, “stock” includes a security convertible into or carrying a right to subscribe for or acquire stock.
Ala. Code § 10A-20-1.06 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-1.06
Section 10A-20-1.06 Appointment of Administrator to Act While Bishopric Vacant
Status: in_force

A bishop who has become a corporation sole pursuant to this chapter shall be authorized to appoint an administrator to act for the corporation during the time as the bishopric shall for any reason be vacant. In the event a vacancy should occur in the bishopric and no administrator shall have been appointed, then the ecclesiastical authority to whom the bishop is spiritually subject shall have authority to appoint the administrator. An appointment of an administrator shall be in writing, signed by the maker, attested by at least two witnesses and acknowledged or proved, as provided for conveyances of land in this state. Upon the occurrence of a vacancy, the administrator may file in the office of the Secretary of State an application for certificate of administratorship, setting forth the vacancy and the administrator’s appointment, which application shall be subscribed, sworn to, and certified like the original application for incorporation, and shall attach thereto and file therewith the appointment and the acknowledgment or proof thereof. Upon the filing of an application of an administrator or of a successor in a corporation sole, the Secretary of State shall record the same in an appropriate book of record in the office of the Secretary of State and shall issue to the applicant a certificate of administratorship or successorship, as the case may be, under the seal of the state and shall record the same with the application therefor. From the issue of the certificate of administratorship, and until the certificate of succession has issued, the administrator shall be authorized to act for the corporation in the place of the bishop. As soon as the certificate of succession provided for in Section 10A-20-1.05 is issued, the administrator shall account for his or her administration and turn over all the corporation’s property to the successor.
Ala. Code § 10A-11-1.02 — Alabama Code / Title 10A / Chapter 11 / Section 10A-11-1.02
Section 10A-11-1.02 Definitions
Status: in_force

As used in this chapter, the following words shall have the following meanings:

(1) COLLECTIVE RESERVE ACCOUNT. An internal capital account that represents the portion of the net book value of the corporation attributable to the cooperative.

(2) EMPLOYEE COOPERATIVE. A corporation which has elected to be governed by this chapter.

(3) INTERNAL CAPITAL ACCOUNT COOPERATIVE. An employee cooperative governed in accordance with Section 10A-11-1.11.

(4) INTERNAL CAPITAL ACCOUNTS. A system of accounts on the books of an employee cooperative that reflects the book value of the corporation.

(5) MEMBER. A natural person who has been accepted for membership in and owns a membership share issued by an employee cooperative.

(6) MEMBERSHIP FEE. The consideration paid for a membership share.

(7) MEMBERSHIP SHARE. A single share of voting stock issued to each member of a worker cooperative as evidence of membership.

(8) PATRONAGE. The amount of work performed as a member of an employee cooperative, measured in accordance with the governing documents.

(9) WRITTEN NOTICE OF ALLOCATION. A written statement which discloses to a member the stated dollar amount of the member’s patronage allocation and the terms for payment of that amount by the employee cooperative.
Ala. Code § 10A-2A-8.20 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.20
Section 10A-2A-8.20 Meetings
Status: in_force

(a) The board of directors may hold regular or special meetings in or out of this state.

(b) Unless restricted by the certificate of incorporation or bylaws, any or all directors may participate in any meeting of the board of directors through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Ala. Code § 10A-3A-14.04 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-14.04
Section 10A-3A-14.04 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-14.40 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-14.40
Section 10-2B-14.40 Deposit with Commissioner of Revenue
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-1.17 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-1.17
Section 10A-9-1.17 Service of Process
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-8A-4.08 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-4.08
Section 10A-8A-4.08 Right to Distribution
Status: in_force

If a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor of the partnership with respect to the distribution. However, the partnership’s obligation to make a distribution is subject to offset for any amount owed to the partnership by the partner or dissociated partner on whose account the distribution is made.
Ala. Code § 10-3B-13 — Alabama Code / Title 10 / Chapter 3B / Section 10-3B-13
Section 10-3B-13 Venue
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-193 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-193
Section 10-4-193 Exemption of Certain Waterworks from Ad Valorem Taxes and State or County License Taxes on Gross Receipts
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-10-11 — Alabama Code / Title 10 / Chapter 10 / Section 10-10-11
Section 10-10-11 Effect of Chapter on Professional Relationships; Liability of Members or Shareholders
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-112 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-112
Section 10-4-112 Deposit of Securities with State Treasurer
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-6 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-6
Section 10-4-6 Appointment of Administrator to Act While Bishopric Vacant
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-1204 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1204
Section 10-9C-1204 Effective Date
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-120 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-120
Section 10-3A-120 Sale, Lease, Exchange, or Mortgage of Assets
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-8.25 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.25
Section 10-2B-8.25 Committees
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-9.22 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-9.22
Section 10A-1-9.22 Unknown Claims Against Dissolved Domestic Entity
Status: in_force

(a) A dissolved domestic entity may publish notice of its dissolution and request that persons with claims against the dissolved domestic entity 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 domestic entity’s principal office is located, or, if it has none in this state, in the county in which the dissolved domestic entity’s registered office, is or 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; and

(3) State that if not sooner barred, a claim against the dissolved domestic entity will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice.

(c) If a dissolved domestic entity 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 domestic entity within two years after the publication date of the newspaper notice:

(1) A claimant who was not given notice under Section 10A-1-9.21;

(2) A claimant whose claim was timely sent to the dissolved domestic entity but not acted on by the dissolved domestic entity; and

(3) A claimant whose claim is contingent at the effective date of the dissolution of the dissolved domestic entity, or is based on an event occurring after the effective date of the dissolution of the dissolved domestic entity.

(d) A claim that is not barred under this section, any other statute limiting actions, or Section 10A-1-9.21 may be enforced:

(1) Against a dissolved domestic entity, to the extent of its undistributed assets; and

(2) If the assets of a dissolved domestic entity have been distributed after dissolution, against the person or persons owning ownership interests in the dissolved domestic entity to the extent of that person’s proportionate share of the claim or of the assets of the dissolved domestic entity 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 dissolved domestic entity.

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

(f) If a claim has been satisfied, disposed of, or barred under Section 10A-1-9.21, this section, or other law, the person or persons designated to wind up the affairs of a dissolved domestic entity, and the owners of the ownership interests receiving assets from the dissolved domestic entity, shall not be liable for that claim.
Ala. Code § 10A-2-8.06 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.06
Section 10A-2-8.06 Staggered Terms for Directors
Status: reserved

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

If there are nine or more directors, the articles of incorporation may provide for staggering their terms by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual shareholders’ meeting after their election, the terms of the second group expire at the second annual shareholders’ meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders’ meeting after their election. At each annual shareholders’ meeting held thereafter, directors shall be chosen for a term of two years or three years, as the case may be, to succeed those whose terms expire.
Ala. Code § 10A-1-5.14 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.14
Section 10A-1-5.14 Duration of Reservation of Name
Status: in_force

The Secretary of State shall reserve the name for the applicant until the earlier of:

(1) one year from the date the application is accepted for filing; or

(2) the date the applicant files with the Secretary of State a written notice of withdrawal of the reservation.
Ala. Code § 10A-9-3.01 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-3.01
Section 10A-9-3.01 Becoming Limited Partner
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-20-9.01 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-9.01
Section 10A-20-9.01 Incorporation
Status: in_force

Ten or more persons desiring to associate themselves together for nonprofit purposes in the sense of not paying interest or dividends on stock, but for mutual benefit through the application of cooperation, single-tax, or other economic principles, may become a body corporate in the manner following:

(1) The persons proposing to form the corporation shall deliver to the Secretary of State for filing a declaration in writing, setting out the name of the proposed corporation, the names of the charter members, and the purposes of the corporation, which declaration shall constitute its corporate charter, together with a filing fee in the amount prescribed by Chapter 1 for filing a certificate of formation.

(2) Upon the filing of such declaration, the corporation’s existence begins, which shall be perpetual, subject to revocation at any time by the Legislature.
Ala. Code § 10-8A-101 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-101
Section 10-8A-101 Definitions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-12-52 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-52
Section 10-12-52 Transacting Business Without Registration
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-12.01 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-12.01
Section 10A-2-12.01 Sale of Assets in Regular Course of Business and Mortgage of Assets
Status: reserved

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

(a) Subject to the limitations of the Constitution of Alabama of 1901, as the same may be amended from time to time, a corporation may, on the terms and conditions and for the consideration determined by the board of directors:

(1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business;

(2) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or

(3) Transfer any or all of its property to a corporation all the shares of which are owned by the corporation.

(b) Unless the articles of incorporation require it, approval by the shareholders of a transaction described in subsection (a) is not required.
Ala. Code § 10A-9-11.11 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-11.11
Section 10A-9-11.11 Liability of General Partner After Conversion or Merger
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-16-1.07 — Alabama Code / Title 10A / Chapter 16 / Section 10A-16-1.07
Section 10A-16-1.07 Suits Against Trust; Property Subject to Attachment and Execution
Status: in_force

A business trust may be sued for debts and other obligations incurred by the trustees in the performance of their duties under the declaration of trust and for any damages resulting from the negligence of the trustees, and its property shall be subject to attachment and execution in like manner as if it were a corporation.
Ala. Code § 10A-3A-1.05 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-1.05
Section 10A-3A-1.05 Certificate of Existence or Registration
Status: in_force

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

(1) the nonprofit corporation’s name;

(2) that the nonprofit corporation was incorporated under the laws of this state, the date of incorporation, and the filing office in which the certificate of incorporation was filed;

(3) whether the nonprofit corporation has delivered to the Secretary of State for filing a certificate of dissolution;

(4) whether the nonprofit corporation has delivered to the Secretary of State for filing a certificate of reinstatement; and

(5) other facts of record in the office of the Secretary of State that are specified by the person requesting the certificate.

(b) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of registration for a foreign nonprofit corporation if the writings filed in the office of the Secretary of State show that the Secretary of State has filed an application for registration for authority to transact business in this state and the registration has not been revoked, withdrawn, or terminated. A certificate of registration must state:

(1) the foreign nonprofit corporation’s name and any alternate name adopted for use in this state;

(2) that the foreign nonprofit corporation is authorized to transact business in this state;

(3) that the Secretary of State has not revoked the foreign nonprofit corporation’s registration;

(4) that the foreign nonprofit corporation has not filed with the Secretary of State a certificate of withdrawal or otherwise terminated its registration; and

(5) other facts of record in the office of the Secretary of State that are specified by the person requesting the certificate.

(c) Subject to any qualification stated in the certificate, a certificate of existence or certificate of registration issued by the Secretary of State is conclusive evidence that the nonprofit corporation is in existence or the foreign nonprofit corporation is authorized to transact business in this state.
Ala. Code § 10A-2A-6.22 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-6.22
Section 10A-2A-6.22 Liability of Stockholders. (Amended by 2026-495)
Status: in_force

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

(a) A purchaser from a corporation of the corporation’s own stock is not liable to the corporation or its creditors with respect to the stock except to pay the consideration for which the stock was authorized to be issued or specified in the subscription agreement.

(b) A stockholder is not personally liable for any liabilities of the corporation (including liabilities arising from acts of the corporation) except to the extent provided in a provision of the certificate of incorporation permitted by Section 10A-2A-2.02.
Ala. Code § 10A-9-2.01 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-2.01
Section 10A-9-2.01 Formation of Limited Partnership; Certificate of Limited Partnership
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-20-3.04 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-3.04
Section 10A-20-3.04 Incorporation by Successor of Unincorporated or Defectively Incorporated Conference
Status: in_force

Whenever any annual conference has heretofore been organized according to the law of any branch of the Christian church or of any other religious faith or denomination but has not been incorporated, or the act of incorporation is for any reason believed to be defective or does not confer the powers necessary for the purpose of such body, the conference may become a body corporate under this article as the successor of the unincorporated or defectively incorporated body by incorporating in the declaration prescribed in Section 10A-20-3.01 the name of the body it desires to succeed; and upon the granting of a charter under this article, it shall be taken and held by the body or bodies named in the declaration and shall take and hold all the property, rights, and privileges of its predecessor as fully as though they had been granted to the succeeding corporation.
Ala. Code § 10A-9A-1.04 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-1.04
Section 10A-9A-1.04 Nature and Purpose
Status: in_force

(a) A limited partnership is a separate legal entity. A limited partnership’s status for tax purposes shall not affect its status as a separate legal entity formed under this chapter. A limited partnership is the same entity regardless of whether its certificate of formation states that the limited partnership is a limited liability limited partnership. A partner has no interest in any specific property of a limited partnership.

(b) A limited partnership may carry on any lawful activity, whether or not for profit, except a banking or insurance business.
Ala. Code § 10A-2-13.30 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-13.30
Section 10A-2-13.30 Court Action
Status: reserved

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

(a) If a demand for payment under Section 10A-2-13.28 remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60 day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.

(b) The corporation shall commence the proceeding in the circuit court of the county where the corporation’s principal office, or, if none in this state, its registered office, is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located.

(c) The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their shares, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided under the Alabama Rules of Civil Procedure.

(d) After service is completed, the corporation shall deposit with the clerk of the court an amount sufficient to pay unsettled claims of all dissenters party to the action in an amount per share equal to its prior estimate of fair value, plus accrued interest, under Section 10A-2-13.25.

(e) The jurisdiction of the court in which the proceeding is commenced under subsection (b) is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.

(f) Each dissenter made a party to the proceeding is entitled to judgment for the amount the court finds to be the fair value of his or her shares, plus accrued interest. If the court’s determination as to the fair value of a dissenter’s shares, plus accrued interest, is higher than the amount estimated by the corporation and deposited with the clerk of the court pursuant to subsection (d), the corporation shall pay the excess to the dissenting shareholder. If the court’s determination as to fair value, plus accrued interest, of a dissenter’s shares is less than the amount estimated by the corporation and deposited with the clerk of the court pursuant to subsection (d), then the clerk shall return the balance of funds deposited, less any costs under Section 10A-2-13.31, to the corporation.

(g) Upon payment of the judgment, and surrender to the corporation of the certificate or certificates representing the appraised shares, a dissenting shareholder ceases to have any interest in the shares.
Ala. Code § 10A-2-8.03 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.03
Section 10A-2-8.03 Number and Election of Directors
Status: reserved

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

(a) The number of directors shall be one or more, as specified in or fixed in accordance with the articles of incorporation or bylaws.

(b) If a board of directors has power to fix or change the number of directors, the board may increase or decrease by 30 percent or less the number of directors last approved by the shareholders, but only the shareholders may increase or decrease by more than 30 percent the number of directors last approved by the shareholders.

(c) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders, or, if the articles of incorporation so provide, by the board of directors. After shares are issued, only the shareholders may change the range for the size of the board or change from a fixed to a variable-range size board or vice versa.

(d) Directors are elected at the first annual shareholder’s meeting and at each annual meeting thereafter unless their terms are staggered under Section 10A-2-8.06.
Ala. Code § 10-3A-179 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-179
Section 10-3A-179 Amendment to Articles of Incorporation of Foreign Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-17-2.07 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.07
Section 10A-17-2.07
Status: in_force

(a) A decentralized unincorporated nonprofit association is a legal entity separate from its members for the purposes of determining and enforcing rights, duties, and liabilities in contract and tort.

(b) A person is not liable for a breach of a decentralized unincorporated nonprofit association’s contract merely because the person is a member, administrator, authorized to participate in the management of the affairs of the nonprofit association, or considered a member by the nonprofit association.

(c) A person is not liable for a tortious act or omission for which a decentralized unincorporated nonprofit association is liable merely because the person is a member or administrator of the nonprofit association, authorized to participate in the management of the affairs of the nonprofit association, or considered a member by the nonprofit association.

(d) A tortious act or omission of a member, administrator, or other person for which a decentralized unincorporated nonprofit association is liable is not imputed to a person merely because the person is: (i) a member or administrator of the nonprofit association; (ii) authorized to participate in the management of the affairs of the nonprofit association; (iii) or considered a member by the nonprofit association.

(e) A member, administrator, person authorized to participate in the management of the affairs of the nonprofit association, or person considered a member by the nonprofit association may assert a claim against the decentralized unincorporated nonprofit association. A decentralized unincorporated nonprofit association may assert a claim against a member, administrator, person authorized to participate in the management of the affairs of the nonprofit association, or person considered a member by the nonprofit association.
Ala. Code § 10A-2A-17.02 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-17.02
Section 10A-2A-17.02 Name; Stock Certificates
Status: in_force

(a) The name of a benefit corporation must comply with Section 10A-1-5.04(e).

(b) Any stock certificate issued by a benefit corporation, and any information statement delivered by a benefit corporation pursuant to Section 10A-2A-6.26(b), must note conspicuously that the corporation is a benefit corporation subject to this chapter.
Ala. Code § 10-2B-8.20 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.20
Section 10-2B-8.20 Meetings
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-5.08 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-5.08
Section 10A-9-5.08 Limitations on Distribution
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-4-136 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-136
Section 10-4-136 Directors and Officers
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-15.01 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-15.01
Section 10A-2-15.01 Registration Required to Transact Business
Status: reserved

Repealed by Act 2012-304, effective January 1, 2014
Ala. Code § 10-9C-303 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-303
Section 10-9C-303 Liability to Third Parties
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-4-1.01 — Alabama Code / Title 10A / Chapter 4 / Section 10A-4-1.01
Section 10A-4-1.01 Short Title
Status: in_force

This chapter and the provisions of Chapter 1, to the extent applicable to professional corporations, may be cited as the Alabama Professional Corporation Law.
Ala. Code § 10A-2-10.09 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-10.09
Section 10A-2-10.09 Effect of Amendment
Status: reserved

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

An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation’s name does not abate a proceeding brought by or against the corporation in its former name.
Ala. Code § 10-3A-225 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-225
Section 10-3A-225 Effect of Repeal of Prior Acts
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-1.09 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-1.09
Section 10A-9A-1.09 Partnership Agreement; Effect on Limited Partnership and Persons Admitted as Partners
Status: in_force

(a) A limited partnership is bound by and may enforce the partnership agreement, whether or not the limited partnership has itself manifested assent to the partnership agreement.

(b) A person that is admitted as a partner of a limited partnership becomes a party to and assents to the partnership agreement except as provided in Section 10A-9A-7.02(g).

(c) Two or more persons intending to be the initial general partner and the initial limited partner of a limited partnership may make an agreement providing that upon the formation of the limited partnership, the agreement will become the partnership agreement.
Ala. Code § 10A-30-2.01 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-2.01
Section 10A-30-2.01 Article Applicable to Close Corporations; Applicability of Chapter
Status: in_force

(a) This article applies to all close corporations, as defined in Section 10A-30-2.02.

(b) All provisions of this article shall be applicable to all close corporations as defined in Section 10A-30-2.02 except insofar as this article otherwise provides.

(c) Neither election to become, nor operation as, a close corporation shall deprive any shareholder of such corporation of the limitation of liability provided under the Alabama Business Corporation Law.

(d) This chapter shall apply only to close corporations formed in accordance with Section 10A-30-2.03 before January 1, 1995, or electing to become a close corporation pursuant to Section 10A-30-2.04 before January 1, 1995, and which has not voluntarily terminated its status as a close corporation or otherwise ceased to be a close corporation to which the provisions of this article apply before January 1, 1995.
Ala. Code § 10A-9-4.07 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-4.07
Section 10A-9-4.07 Right of General Partner and Former General Partner to Information
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-20-12.01 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-12.01
Section 10A-20-12.01 Alteration or Amendment of Charter by Corporations Not of Business Character; Filing and Contents of Declarations; Issuance of Certificate; Provisions Cumulative
Status: in_force

(a) Unless otherwise provided, any corporation, not of a business character, may alter or amend its charter whenever not less than three-fourths in number of its members, in case of corporations having no central or general governing body, or where the corporations have a central or general governing body, then whenever not less than three-fourths of the first four principal officers of the central or general governing body, shall deliver to the Secretary of State for filing, together with a filing fee in the amount prescribed in Chapter 1 for an amendment to a certificate of formation, a declaration in writing signed by them setting forth:

(1) When the corporation was organized, its name and what changes, if any, it is desired to make in the name;

(2) The purposes of the corporation as the same are set forth in the original declaration of incorporation, and the alterations and the amendments thereof, if any are desired;

(3) If it is desired to increase its powers as to the holding of real estate in area and value and of personal property in value, the declaration shall set forth the limitations prescribed as to these matters in the original certificate of formation, and any amendments heretofore made thereto, and shall also set forth the increase in area of real property it is desired to acquire and hold, together with the purposes for which it is desired, and the increase in value of personal property desired to be acquired and held, and the purpose for which it is desired, and if the purposes as so declared are not violative of any of the laws or public policies of the State of Alabama, the filing of the declaration shall authorize and empower the corporation to acquire and hold such additional real estate and personal property.

But no such change or alteration in the charter or the character of any corporation shall authorize it to exercise any power or to do any acts which similar corporations are not authorized to do under the laws existing at the time such alteration or amendment may be made, nor to decrease its capital stock below the minimum fixed by existing laws.

(b) The declaration provided in subsection (a) shall be verified by the affidavit of some one or more of the signers, stating that the statements contained therein are true, and the signers thereof signed the same in the presence of the affiant, or acknowledged their signatures thereto to him or her.

(c) The provisions of this section are cumulative and shall not be construed to repeal or supersede any laws not directly inconsistent herewith.
Ala. Code § 10-2B-6.02 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-6.02
Section 10-2B-6.02 Terms of Class or Series Determined by Board of Directors
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-1.16 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-1.16
Section 10A-9-1.16 Resignation of Agent for Service of Process
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-2A-2.07 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-2.07
Section 10A-2A-2.07 Forum Selection Provisions. (Amended by 2026-495)
Status: in_force

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

(a) The certificate of incorporation or the bylaws may require that any or all internal corporate claims shall be brought exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the corporation has a reasonable relationship.

(b) A provision of the certificate of incorporation or bylaws adopted under subsection (a) shall not have the effect of conferring jurisdiction on any court or over any person or claim, and shall not apply if none of the courts specified by that provision has the requisite personal and subject matter jurisdiction. If the court or courts of this state specified in a provision adopted under subsection (a) do not have the requisite personal and subject matter jurisdiction and another court of this state does have jurisdiction, then the internal corporate claim may be brought in the other court of this state, notwithstanding that the other court of this state is not specified in that provision, and in any other court specified in that provision that has the requisite jurisdiction.

(c) No provision of the certificate of incorporation or the bylaws may prohibit bringing an internal corporate claim in the courts of this state or require those claims to be determined by arbitration.

(d) “Internal corporate claim” means, for the purposes of this section, (i) any claim that is based upon a violation of a duty under the laws of this state by a current or former director, officer, or stockholder in their capacities as such, (ii) any derivative action or proceeding brought on behalf of the corporation, (iii) any action asserting a claim arising pursuant to any provision of this chapter or the certificate of incorporation or bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine that is not included in (i) through (iii) above.
Ala. Code § 10A-9A-8.08 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-8.08
Section 10A-9A-8.08 Liability of General Partner and Person Dissociated as General Partner When Claim Against Limited Partnership Barred
Status: in_force

If a claim against a dissolved limited partnership is barred under Section 10A-9A-8.06 or 10A-9A-8.07, any corresponding claim under Section 10A-9A-4.04 or 10A-9A-6.07 is also barred.
Ala. Code § 10A-3A-3.05 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-3.05
Section 10A-3A-3.05 Independent Legal Significance
Status: in_force

Action validly taken pursuant to one provision of this chapter shall not be deemed invalid solely because it is identical or similar in substance to an action that could have been taken pursuant to some other provision of this chapter but fails to satisfy one or more requirements prescribed by such other provision.
Ala. Code § 10-12-60 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-60
Section 10-12-60 Fees for Filing Documents and Issuing Certificates; Secretary of State Limited Liability Companies Fund Created; Deposits and Expenditures; Deposits to State General Fund
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-12-56 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-56
Section 10-12-56 Vesting of Certain Rights, Privileges, Powers, Property, Liabilities and Duties
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-15.12 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-15.12
Section 10A-2A-15.12 Filing of Verified Statement with Commissioner of Revenue by Foreign Corporation Prior to Acting as Fiduciary
Status: in_force

Prior to the time when any foreign corporation acts pursuant to the authority of this article in any fiduciary capacity or capacities in this state, the foreign corporation shall file with the Commissioner of Revenue of this state a verified statement which shall state:

(1) The correct corporate name of the foreign corporation;

(2) The name of the state under the laws of which it is incorporated or if the foreign corporation is a national banking association or other corporation organized under the laws of the United States shall state that fact;

(3) The address of its principal business office;

(4) In what fiduciary capacity, or capacities, it desires to act in the State of Alabama;

(5) That it is authorized to act in a similar fiduciary capacity or capacities in the state in which it is incorporated or, if it is a national banking association or other corporation organized under the laws of the United States, in which it has its principal place of business; and

(6) The statement shall irrevocably appoint the Commissioner of Revenue of Alabama as its true and lawful attorney to receive service of process in any action or proceeding against it relating to or growing out of any trust, estate, or matter in respect of which the foreign corporation may act in this state in any fiduciary capacity. The statement shall be verified by an officer of the foreign corporation, and there shall be filed with it the certificates of public officials and copies of documents certified by public officials as may be necessary to show that the foreign corporation is authorized to act in a fiduciary capacity or capacities similar to those in which it desires to act in this state, in the state in which it is incorporated, or, if it is a national banking association or other corporation organized under the laws of the United States, in which it has its principal place of business.
Ala. Code § 10-4-25 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-25
Section 10-4-25 Sale and Conveyance of Property
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-124 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-124
Section 10-9A-124 Powers of Successors in Interest
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-14-9 — Alabama Code / Title 10 / Chapter 14 / Section 10-14-9
Section 10-14-9 Apportionment, Etc., of Net Earnings or Losses
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-6.25 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-6.25
Section 10A-1-6.25 Indemnification and Advancement of Expenses to Persons Other Than Governing Persons
Status: in_force

(a) Notwithstanding any other provision of this chapter but subject to subsection (d) and to the extent consistent with other law, an enterprise may indemnify and advance expenses to a person who is not a governing person, including an officer, employee, agent, or delegate, as provided by:

(1) the enterprise’s governing documents;

(2) general or specific action of the enterprise’s governing authority;

(3) resolution of the enterprise’s owners or members;

(4) contract; or

(5) common law.

(b) An enterprise shall indemnify and advance expenses to an officer to the same extent that indemnification or advancement of expenses is required under this chapter for a governing person.

(c) A person described by subsection (a) may seek indemnification or advancement of expenses from an enterprise to the same extent that a governing person may seek indemnification or advancement of expenses under this chapter.

(d) The certificate of formation of an enterprise may restrict the circumstances under which the enterprise must or may indemnify a person under this section.
Ala. Code § 10A-20-9.05 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-9.05
Section 10A-20-9.05 Recognition of Associations of Lessees, Etc.; Arbitration of Certain Disputes Arising Under Real Estate Leases
Status: in_force

(a) Any corporation organized under this article for the purpose of demonstrating the single tax principal shall, as soon as practicable after August 25, 1976, amend its corporate charter to provide that it will recognize an association of its lessees and will deal with representatives of the association on any and all matters relating to leased corporate lands in any manner.

(b) Any corporation organized under this article for the purpose of demonstrating the single tax principal shall, as soon as practicable after August 25, 1976, amend its corporate charter to provide that any lease agreement covering real estate shall provide that the lessee may give written notice to the lessor that the lessee objects to the amount of the rent claimed or requested by the lessor. Upon receipt of the written notice, the lessor and the lessee, or any association of lessees when the individual lessee so desires, shall each designate a person to be an arbitrator and the two thus chosen shall select a third. These arbitrators shall meet and, after a hearing wherein both the lessor and the lessee are allowed to present evidence, they shall fix the amount of the rent by arbitration. This determination shall be binding on both parties.

(c) Any corporation organized under this article for the purpose of demonstrating the single tax principal shall, as soon as practicable after August 25, 1976, amend its corporate charter to provide that any lease agreement covering real estate shall provide that the lessee may give written notice to the lessor that the lessee objects to the amount of the compensation for sale or transfer of improvements imposed or requested by the lessor. Upon receipt of the written notice, the lessor and the lessee, or any association of lessees when the individual lessee so desires, shall each designate a person to be an arbitrator and the two thus chosen shall select a third. These arbitrators shall meet and, after a hearing wherein both the lessor and the lessee are allowed to present evidence, they shall fix the amount of the compensation by arbitration. This determination shall be binding on both parties. The arbitration shall be to determine what is the fair market value.

(d) The provisions of this section shall apply to all leases in effect on August 25, 1976, in the State of Alabama where the lessor is a corporation organized under this article.

(e) Subsections (b) and (c) of this section shall apply to all leases executed after August 25, 1976, applying to real estate in the State of Alabama where the lessor is a corporation organized under this article.
Ala. Code § 10-3A-140 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-140
Section 10-3A-140 Voluntary Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-14.32 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-14.32
Section 10A-2-14.32 Receivership or Custodianship
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 court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.

(b) The court may appoint an individual, domestic or foreign corporation, authorized to transact business in this state, or other entity as receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:

(1) The receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and (ii) may sue and defend in his or her own name as receiver of the corporation in all courts of this state;

(2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.

(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors.

(e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and his or her counsel from the assets of the corporation or proceeds from the sale of the assets.
Ala. Code § 10A-9-1.15 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-1.15
Section 10A-9-1.15 Change of Designated Office or Agent for Service of Process
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-4-2 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-2
Section 10-4-2 Proceedings to Incorporate
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-901 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-901
Section 10-9C-901 Governing Law
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-17-2.16 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.16
Section 10A-17-2.16
Status: in_force

(a)(1) A member may resign as a member of a decentralized unincorporated nonprofit association in accordance with the governing principles of that decentralized unincorporated nonprofit association.

(2) If there are no applicable governing principles, a member shall be deemed to have resigned as a member upon the disposal, whether voluntary or involuntary, of all membership interests or other property or instruments that confer upon the person a voting right within the nonprofit association.

(b) Unless otherwise provided for in the governing principles, resignation of a member does not relieve the member of any obligation incurred or commitment made by the member before the resignation.
Ala. Code § 10A-2-6.40 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-6.40
Section 10A-2-6.40 Distributions 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.

(a) A board of directors may authorize and the corporation may make distributions subject to restriction by the articles of incorporation and the limitation in subsection (c).

(b) If the board of directors does not fix the record date for determining shareholders entitled to a distribution other than one involving a repurchase or reacquisition of shares, it is the date the board of directors authorizes the distribution.

(c) No distribution may be made if, after giving it effect:

(1) The corporation would not be able to pay its debts as they become due in the usual course of business; or

(2) The corporation’s total assets would be less than the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

(d) The board of directors may base a determination that a distribution is not prohibited under subsection (c) either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair revaluation or other method that is reasonable in the circumstances.

(e) The effect of a distribution under subsection (c) is measured:

(1) In the case of distribution by purchase, redemption, or other acquisition of the corporation’s shares, as of the earlier of (i) the date money or other property is transferred or debt incurred by the corporation or (ii) the date the shareholder ceases to be a shareholder with respect to the acquired shares;

(2) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed;

(3) In all other cases, as of (i) the date the distribution is authorized if the payment occurs within 120 days after the date of authorization or (ii) the date the payment is made if it occurs more than 120 days after the date of authorization.

(f) A corporation’s indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation’s indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.

(g) Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under subsection (c) if its terms provide that payment of principal and interest are to be made only if and to the extent that payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made.
Ala. Code § 10A-2A-1.44 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-1.44
Section 10A-2A-1.44 Householding
Status: in_force

(a) A corporation has delivered written notice or any other report or statement under this chapter, the certificate of incorporation, or the bylaws to all stockholders who share a common address if:

(1) the corporation delivers one copy of the notice, report, or statement to the common address;

(2) the corporation addresses the notice, report, or statement to those stockholders either as a group or to each of those stockholders individually or to the stockholders in a form to which each of those stockholders has consented; and

(3) each of those stockholders consents to delivery of a single copy of such notice, report, or statement to the stockholders’ common address.

(b) Any such consent described in subsection (a)(2) or (a)(3) shall be revocable by any stockholders who deliver written notice of revocation to the corporation. If a written notice of revocation is delivered, the corporation shall begin providing individual notices, reports, or other statements to the revoking stockholder no later than 30 days after delivery of the written notice of revocation.

(c) Any stockholder who fails to object by written notice to the corporation, within 60 days of written notice by the corporation of its intention to deliver single copies of notices, reports, or statements to stockholders who share a common address as permitted by subsection (a), shall be deemed to have consented to receiving such single copy at the common address; provided that the notice of intention explains that consent may be revoked and the method for revoking.
Ala. Code § 10A-2-6.21 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-6.21
Section 10A-2-6.21 Issuance of Shares
Status: reserved

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

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

(b) The board of directors may authorize shares to be issued for consideration consisting of money, labor done or property actually received.

(c) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received before issuance for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.

(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid, and nonassessable.
Ala. Code § 10-4-381 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-381
Section 10-4-381 Applicability of Business Corporation Act and Nonprofit Corporation Act
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-223.1 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-223.1
Section 10-3A-223.1 Applicability to Young Men’s Christian Association of Mobile
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-101 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-101
Section 10-9A-101 Withdrawal of General Partner
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-9-4.03 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-4.03
Section 10A-9-4.03 Limited Partnership Liable for General Partner’s Actionable Conduct
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-3A-11.08 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-11.08
Section 10A-3A-11.08 Known Claims Against Dissolved Nonprofit Corporation
Status: in_force

(a) A dissolved nonprofit corporation 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 nonprofit corporation.

(b) A dissolved nonprofit corporation may give written notice of the dissolution to the holder of any known claim. The notice must:

(1) identify the dissolved nonprofit corporation;

(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 nonprofit corporation 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 nonprofit corporation is barred:

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

(2) if a claimant whose claim was rejected by the dissolved nonprofit corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection 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 § 10-2B-6.01 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-6.01
Section 10-2B-6.01 Authorized Shares
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-22 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-22
Section 10-4-22 Independence of Church Corporations in Control of Real Property
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-100 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-100
Section 10-3A-100 Procedure for Merger
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-10.08 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-10.08
Section 10A-2-10.08 Amendment Pursuant to Reorganization
Status: reserved

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

(a) A corporation’s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by Section 10A-2-2.02.

(b) The individual or individuals designated by the court shall deliver to the judge of probate for filing articles of amendment setting forth:

(1) The name of the corporation;

(2) The text of each amendment approved by the court;

(3) The date of the court’s order or decree approving the articles of amendment;

(4) The title of the reorganization proceeding in which the order or decree was entered; and

(5) A statement that the court had jurisdiction of the proceeding under federal statute.

(c) Shareholders of a corporation undergoing reorganization do not have dissenters’ rights except as and to the extent provided in the reorganization plan.

(d) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
Ala. Code § 10-9C-1104 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1104
Section 10-9C-1104 Filings Required for Conversion; Effective Date
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-21-2.03 — Alabama Code / Title 10A / Chapter 21 / Section 10A-21-2.03
Section 10A-21-2.03 Railroads Authorized to Transfer Abandoned Rights-of-Way
Status: in_force

Any railroad is hereby authorized to transfer all rights, title, and interests to any abandoned right-of-way or portion thereof for public road and bridge use to the State Department of Transportation or for any purpose to any county commission in any county or any municipality in which the right-of-way or portion thereof is located.
Ala. Code § 10A-2A-15.01 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-15.01
Section 10A-2A-15.01 Governing Law
Status: in_force

(a) The law of the jurisdiction of formation of a foreign corporation governs:

(1) the incorporation and internal affairs of the foreign corporation;

(2) the liability of its stockholders as stockholders for the debts, obligations, or other liabilities of the foreign corporation; and

(3) the authority of the directors and officers of the foreign corporation.

(b) A foreign corporation is not precluded from registering to do business in this state because of any difference between the law of the foreign corporation’s jurisdiction of formation and the law of this state.
Ala. Code § 10A-8A-8.01 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-8.01
Section 10A-8A-8.01 Events of Dissolution
Status: in_force

A partnership is dissolved, and its business or not for profit activity must be wound up, upon the occurrence of the first of the following events:

(1) in a partnership at will, the partnership knows or has notice of a person’s express will to dissociate as a partner, other than a partner that has dissociated under Section 10A-8A-6.01(2) through (10), but, if the person has specified a dissociation date later than the date the partnership knew or had notice, on the later date;

(2) in a partnership for a definite term or particular undertaking:

(i) within 90 days after a partner’s dissociation by death or otherwise under Section 10A-8A-6.01(6) through (10), or a partner’s wrongful dissociation under Section 10A-8A-6.02(b), at least half of the remaining partners affirmatively consent to dissolve the partnership and wind up the partnership business or not for profit activity, for which purpose a partner’s rightful dissociation pursuant to Section 10A-8A-6.02(b)(2)(A) constitutes the expression of that partner’s will to wind up the business or not for profit activity of the partnership;

(ii) the consent of all of the partners to dissolve and wind up the partnership’s business or not for profit activity; or

(iii) the expiration of the term or the completion of the undertaking;

(3) an event or circumstance that the partnership agreement states causes dissolution;

(4) on application by a partner, the entry of an order by a court of competent jurisdiction dissolving the partnership on the grounds that it is not reasonably practicable to carry on the partnership’s business or not for profit activity in conformity with the partnership agreement;

(5) on application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business or not for profit activity:

(i) after the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer; or

(ii) at any time, if the partnership was a partnership at will at the time of the transfer;

(6) the passage of 90 consecutive days during which the partnership does not have at least two partners, unless either of the following applies:

(i) The remaining partner agrees in writing within 90 days after the dissociation of the last partner, to continue the business or not for profit activity of the partnership and to admit one or more new partners; or

(ii) The business or not for profit activity of the partnership is continued and one or more new partners are admitted in the manner stated in the partnership agreement; or

(7) the passage of 90 consecutive days during which the partnership does not have any remaining partners, unless either of the following applies:

(i) The holders of all of the transferable interests in the partnership agree in writing, within 90 days after the dissociation of the last partner, to continue the business or not for profit activity of the partnership and to admit two or more new partners; or

(ii) The business or not for profit activity of the partnership is continued and two or more new partners are admitted in the manner stated in the partnership agreement.
Ala. Code § 10A-2-13.23 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-13.23
Section 10A-2-13.23 Duty to Demand Payment
Status: reserved

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

(a) A shareholder sent a dissenters’ notice described in Section 10A-2-13.22 must demand payment in accordance with the terms of the dissenters’ notice.

(b) The shareholder who demands payment retains all other rights of a shareholder until those rights are canceled or modified by the taking of the proposed corporate action.

(c) A shareholder who does not demand payment by the date set in the dissenters’ notice is not entitled to payment for his or her shares under this article.

(d) A shareholder who demands payment under subsection (a) may not thereafter withdraw that demand and accept the terms offered under the proposed corporate action unless the corporation shall consent thereto.
Ala. Code § 10-4-140 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-140
Section 10-4-140 Loans to Corporation by Members
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-3.03 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-3.03
Section 10A-2-3.03 Emergency Powers
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 anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may:

(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and

(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

(b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise:

(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practical manner, including by publication and radio; and

(2) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:

(1) Binds the corporation; and

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

(d) An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event.
Ala. Code § 10-9C-905 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-905
Section 10-9C-905 Noncomplying Name of Foreign Limited Partnership
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-10.04 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-10.04
Section 10A-9-10.04 Pleading
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-2A-2.04 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-2.04
Section 10A-2A-2.04 Organization of 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 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 corporation; or

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

(c) An organizational meeting may be held in or out of this state.
Ala. Code § 10-8A-1104 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-1104
Section 10-8A-1104 Effective Date
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-37 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-37
Section 10-3A-37 Quorum of Directors
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-11.24 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-11.24
Section 10A-3A-11.24 Deposit with State Treasurer
Status: in_force

Assets of a dissolved nonprofit corporation that should be transferred to a creditor, claimant, or a person designated to receive the assets of the nonprofit corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the State Treasurer or other appropriate state official for safekeeping. When the creditor, claimant, or person designated to receive the assets of the nonprofit corporation furnishes satisfactory proof of entitlement to the amount deposited, the State Treasurer or other appropriate state official shall pay that person or that person’s representative that amount.
Ala. Code § 10A-3A-12.04 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-12.04
Section 10A-3A-12.04 Action on a Plan of Merger in a Nonmembership Nonprofit Corporation
Status: in_force

In the case of a merger of a nonmembership nonprofit corporation the plan of merger shall be adopted in the following manner:

(a) The plan of merger shall be adopted by the board of directors; and

(b) A plan of merger adopted by the board of directors under this section must also be approved in writing by a person or group of persons, if any, whose approval is required under Section 10A-3A-12.08.
Ala. Code § 10A-3-7.05 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-7.05
Section 10A-3-7.05 Voluntary Dissolution - Articles of Dissolution
Status: in_force

If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities, and obligations of the corporation shall have been paid and discharged, or adequate provision shall have been made therefor, and all of the remaining property and assets of the nonprofit corporation shall have been transferred, conveyed, or distributed in accordance with the provisions of this chapter, articles of dissolution 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 articles, which statement shall set forth:

(1) The name of the nonprofit corporation.

(2) That a statement of intent to dissolve the nonprofit corporation has theretofore been filed, and the date on which the statement was filed.

(3) That all debts, obligations, and liabilities of the nonprofit corporation have been paid and discharged or that adequate provision has been made therefor.

(4) A copy of the plan of distribution, if any, as adopted by the nonprofit corporation, or a statement that no plan was so adopted.

(5) That all the remaining property and assets of the nonprofit corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter.

(6) That there are no suits pending against the nonprofit corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit.

(7) The unique identifying number or other designation as assigned by the Secretary of State.
Ala. Code § 10A-1-4.03 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-4.03
Section 10A-1-4.03 Time for Filing
Status: in_force

Unless this title prescribes a specific period for filing, an entity shall promptly file each filing instrument that this title requires the entity to file.
Ala. Code § 10A-2A-7.42 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.42
Section 10A-2A-7.42 Standing
Status: in_force

A stockholder may commence or maintain a derivative action in the right of the corporation only if the stockholder:

(1) fairly and adequately represents the interests of the corporation in enforcing the right of the corporation; and

(2) either:

(A) was a stockholder of the corporation at the time of the act or omission of which the stockholder complains; or

(B) whose status as a stockholder devolved upon the person by operation of law from a person who was a stockholder at the time of the act or omission of which the stockholder complains.
Ala. Code § 10-2B-14.34 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-14.34
Section 10-2B-14.34 Election to Purchase in Lieu of Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-14.20 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-14.20
Section 10A-2-14.20 Grounds for 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.

The Secretary of State may commence a proceeding under Section 10A-2-14.21 to administratively dissolve a corporation if:

(1) The corporation does not pay within six months after they are due any franchise taxes or penalties imposed by this chapter or other law;

(2) The corporation does not deliver its annual report to the Secretary of State within six months after it is due;

(3) The corporation is without a registered agent or registered office in this state for 60 days or more;

(4) The corporation does not notify the Secretary of State within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or

(5) The corporation’s period of duration stated in its articles of incorporation expires.
Ala. Code § 10A-3A-8.10 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.10
Section 10A-3A-8.10 Vacancy on Board
Status: in_force

(a) Except as otherwise provided in subsection (b), the certificate of incorporation, or the bylaws, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors:

(1) the members 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 or bylaws provides otherwise, if the vacant office was held by a director who is:

(1) elected by a voting group of members, only the members of that voting group are entitled to vote to fill the vacancy if it is filled by the members, 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;

(2) appointed by a person or group of persons specified in the certificate of incorporation, may be filled only by that person or that group of persons; or

(3) designated in the certificate of incorporation or bylaws, may only be filled as specified in the certificate of incorporation or bylaws.

(c) A vacancy that will occur at a specific later time (by reason of a resignation effective at a later time under Section 10A-3A-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-8A-8.02 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-8.02
Section 10A-8A-8.02 Effect of Dissolution
Status: in_force

(a) A dissolved partnership continues its existence as a partnership but may not carry on any business or not for profit activity except as is appropriate to wind up and liquidate its business or not for profit activity, 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-8A-8.09; and

(5) doing every other act necessary to wind up and liquidate its business or not for profit activity.

(b) In winding up its business or not for profit activity, a partnership may:

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

(A) The name of the partnership;

(B) 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;

(C) That the partnership has dissolved;

(D) The name, street address, and mailing address of the partner who will be winding up the business or not for profit activity of the partnership pursuant to Section 10A-8A-8.03(a), and if none, the name, street address, and mailing address of the person appointed pursuant to Section 10A-8A-8.03(b) or (c) to wind up the business or not for profit activity of the partnership;

(E) If the partnership has filed a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership, the name, street address, and mailing address of the partnership’s registered agent; and

(F) Any other information the partnership deems appropriate;

(2) preserve the partnership’s business or not for profit activity as a going concern for a reasonable time;

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

(4) transfer the partnership’s assets;

(5) resolve disputes by mediation or arbitration; and

(6) merge or convert in accordance with Article 9 of this chapter or Article 8 of Chapter 1.

(c) The dissolution of a partnership does not:

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

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

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

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

(5) abate, suspend, or otherwise alter the application of Section 10A-8A-3.06.

(d) A statement of dissolution is a filing instrument under Chapter 1.

(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 a 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 that partnership delivers to the Secretary of State for filing that partnership’s statement of dissolution without the need of that partnership delivering 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 § 10-4-145 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-145
Section 10-4-145 Setting Apart of Earned Surplus
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-32 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-32
Section 10-3A-32 Quorum of Members
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-13-15 — Alabama Code / Title 10 / Chapter 13 / Section 10-13-15
Section 10-13-15 Merger
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-14.23 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-14.23
Section 10-2B-14.23 Appeal from Denial of Reinstatement
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-27 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-27
Section 10-9A-27 Notice
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-9A-165 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-165
Section 10-9A-165 Cancellation of Registration
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-3A-4.06 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-4.06
Section 10A-3A-4.06 Limitations on Use of Membership List
Status: in_force

(a) Unless otherwise permitted by the certificate of incorporation or bylaws of a membership nonprofit corporation, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member’s interest as a member without the consent of the board of directors, including without limitation:

(1) to solicit money or property unless the money or property will be used solely to solicit the votes of the members in an election to be held by the membership nonprofit corporation;

(2) for any commercial purpose; or

(3) to be sold or purchased by any person.

(b) Instead of making a membership list available for inspection and copying under this Division, a membership nonprofit corporation may elect to proceed under the procedures set forth in Section 10A-3A-7.20(e).
Ala. Code § 10A-2A-13.40 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-13.40
Section 10A-2A-13.40 Other Remedies Limited
Status: in_force

(a) The legality of a proposed or completed corporate action described in Section 10A-2A-13.02(a) may not be contested, nor may the corporate action be enjoined, set aside or rescinded, in a legal or equitable proceeding by a stockholder after the stockholders have approved the corporate action.

(b) Subsection (a) does not apply to a corporate action that:

(1) was not authorized and approved in accordance with the applicable provisions of:

(i) Article 9, 10, 11, or 12 of this chapter or Article 8 of Chapter 1;

(ii) the certificate of incorporation or bylaws; or

(iii) the resolution of the board of directors authorizing the corporate action;

(2) was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;

(3) is an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in Section 10A-2A-8.60 and has been approved by the stockholders in the same manner as is provided in Section 10A-2A-8.60 as if the interested transaction were a director’s conflicting interest transaction; or

(4) is approved by less than unanimous consent of the voting stockholders pursuant to Section 10A-2A-7.04 if:

(i) the challenge to the corporate action is brought by a stockholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least 10 days before the corporate action was effected; and

(ii) the proceeding challenging the corporate action is commenced within 10 days after notice of the approval of the corporate action is effective as to the stockholder bringing the proceeding.
Ala. Code § 10A-11-1.11 — Alabama Code / Title 10A / Chapter 11 / Section 10A-11-1.11
Section 10A-11-1.11 Internal Capital Account Cooperatives
Status: in_force

(a) An internal capital account cooperative is a worker cooperative whose entire net book value is reflected in internal capital accounts, one for each member, and a collective reserve account, and in which no persons other than members own capital stock. In an internal capital account cooperative, each member shall have one and only one vote in any matter requiring voting by stockholders.

(b) An internal capital account cooperative shall credit the paid-in membership fee and additional paid-in capital of a member to the member’s internal capital account and shall also record the apportionment of retained net earnings or net losses to the members in accordance with patronage by appropriately crediting or debiting the internal capital accounts of members. The collective reserve account in an internal capital account cooperative shall reflect any paid-in capital, net losses, and retained net earnings not allocated to individual members.

(c) In an internal capital account cooperative, the balance in all the individual internal accounts and collective reserve account, if any, shall be adjusted at the end of each accounting period so that the sum of the balances is equal to the net book value of the employee cooperative.
Ala. Code § 10-9C-202 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-202
Section 10-9C-202 Amendment or Restatement of Certificate
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-6.26 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-6.26
Section 10-2B-6.26 Shares Without Certificates
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-1.61 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-1.61
Section 10A-3A-1.61 Householding
Status: in_force

(a) A membership nonprofit corporation has delivered written notice or any other report or statement under this chapter, the certificate of incorporation, or the bylaws to all members who share a common address if:

(1) the membership nonprofit corporation delivers one copy of the notice, report, or statement to the common address;

(2) the membership nonprofit corporation addresses the notice, report, or statement to those members either as a group or to each of those members individually or to the members in a form to which each of those members has consented; and

(3) each of those members consents to delivery of a single copy of the notice, report, or statement to the members’ common address.

(b) A consent described in subsection (a)(2) or (a)(3) shall be revocable by any members who deliver written notice of revocation to the membership nonprofit corporation. If a written notice of revocation is delivered, the membership nonprofit corporation shall begin providing individual notices, reports, or other statements to the revoking member no later than 30 days after delivery of the written notice of revocation.

(c) Any member who fails to object by written notice to the membership nonprofit corporation, within 60 days of written notice by the membership nonprofit corporation of its intention to deliver single copies of notices, reports, or statements to members who share a common address as permitted by subsection (a), shall be deemed to have consented to receiving a single copy at the common address; provided that the notice of intention explains that consent may be revoked and the method for revoking.
Ala. Code § 10A-10-1.05 — Alabama Code / Title 10A / Chapter 10 / Section 10A-10-1.05
Section 10A-10-1.05 Compliance Required
Status: in_force

A real estate investment trust may not do business in the state until it complies with this chapter and, in the case of a foreign real estate investment trust, with Article 7 of Chapter 1.
Ala. Code § 10A-1-5.01 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.01
Section 10A-1-5.01 Effect on Rights Under Other Law
Status: in_force

The filing of a certificate of formation by a filing entity pursuant to this title, an application for registration or statement of foreign limited liability partnership by a foreign filing entity pursuant to this title, or an application for reservation or registration of a name pursuant to this article does not authorize the use of a name in this state in violation of a right of another under:

(1) The Trademark Act of 1946, as amended, 15 U.S.C. Section 1051 et seq.; or

(2) Chapter 12 of Title 8; or

(3) Common law.
Ala. Code § 10A-3A-7.25 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-7.25
Section 10A-3A-7.25 Action by Single and Multiple Voting Groups
Status: in_force

(a) If this chapter, the certificate of incorporation, or the bylaws provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in Section 10A-3A-7.24.

(b) If this chapter, the certificate of incorporation, or the bylaws provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in Section 10A-3A-7.24. Action may be taken by different voting groups on a matter at different times.
Ala. Code § 10A-2-1.21 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-1.21
Section 10A-2-1.21 Filing Fees
Status: reserved

Repealed by Act 2019-94, §3, effective January 1, 2021.
Ala. Code § 10A-9A-1.14 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-1.14
Section 10A-9A-1.14 Consent and Proxies of Partners
Status: in_force

Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing a writing of appointment, either personally or by the partner’s attorney in fact.
Ala. Code § 10-4-401 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-401
Section 10-4-401 Penalty for False Statement, Etc.; Procedure Upon Failure to Answer Interrogatories
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-2.04 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-2.04
Section 10A-9-2.04 Signing of Records
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-5A-7.01 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-7.01
Section 10A-5A-7.01 Events of Dissolution
Status: in_force

A limited liability company is dissolved and its affairs shall be wound up upon the occurrence of the first of the following events:

(a) An event or circumstance that the limited liability company agreement states causes dissolution.

(b) Consent of all members to dissolve.

(c) When there is no remaining member, unless either of the following applies:

(1) The holders of all the transferable interests in the limited liability company agree in writing, within 90 days after the dissociation of the last member, to continue the activities and affairs of the limited liability company and to appoint one or more new members.

(2) The activities and affairs of the limited liability company are continued and one or more new members are appointed in the manner stated in the limited liability company agreement.

(d) On application by a member, the entry of an order dissolving the limited liability company on the grounds that it is not reasonably practicable to carry on the limited liability company’s activities and affairs in conformity with the limited liability company agreement, which order is entered by the designated court, and if none, the circuit court for the county in which the limited liability company’s principal office within this state is located, and if the limited liability company does not have a principal office within this state then by the circuit court for the county in which the limited liability company’s most recent registered office is located.
Ala. Code § 10A-1-9.02 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-9.02
Section 10A-1-9.02 Definitions
Status: in_force

In this article, the following terms have the following meanings:

(1) CLAIM. A right to payment, damages, or property, whether liquidated or unliquidated, accrued or contingent, matured or unmatured.

(2) WINDING UP. The process of winding up the business and affairs of a domestic entity as a result of the occurrence of an event requiring winding up.
Ala. Code § 10-4-380 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-380
Section 10-4-380 Short Title
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-1102 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1102
Section 10-9C-1102 Conversion
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-8.51 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.51
Section 10-2B-8.51 Authority to Indemnify
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-6.03 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-6.03
Section 10A-3A-6.03 Admission of Members
Status: in_force

Unless otherwise provided by law or in the certificate of incorporation or bylaws of a membership nonprofit corporation, the board of directors shall establish conditions for admission of members (for such contribution, if any, as the board of directors may determine), admit members, and issue memberships.
Ala. Code § 10-3A-31 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-31
Section 10-3A-31 Voting of Members
Status: reserved

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

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

(a) As soon as the proposed corporate action is taken, or upon receipt of a payment demand, the corporation shall offer to pay each dissenter who complied with Section 10A-2-13.23 the amount the corporation estimates to be the fair value of his or her shares, plus accrued interest.

(b) The offer of payment must be accompanied by:

(1) The corporation’s balance sheet as of the end of a fiscal year ending not more than 16 months before the date of the offer, an income statement for that year, and the latest available interim financial statements, if any;

(2) A statement of the corporation’s estimate of the fair value of the shares;

(3) An explanation of how the interest was calculated;

(4) A statement of the dissenter’s right to demand payment under Section 10A-2-13.28; and

(5) A copy of this article.

(c) Each dissenter who agrees to accept the corporation’s offer of payment in full satisfaction of his or her demand must surrender to the corporation the certificate or certificates representing his or her shares in accordance with terms of the dissenters’ notice. Upon receiving the certificate or certificates, the corporation shall pay each dissenter the fair value of his or her shares, plus accrued interest, as provided in subsection (a). Upon receiving payment, a dissenting shareholder ceases to have any interest in the shares.
Ala. Code § 10A-5A-7.04 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-7.04
Section 10A-5A-7.04 Known Claims Against Dissolved Limited Liability Company
Status: in_force

(a) A dissolved limited liability company 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 limited liability company.

(b) A dissolved limited liability company may give notice of the dissolution in a record to the holder of any known claim. The notice must:

(1) identify the dissolved limited liability company;

(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 limited liability company 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 limited liability company is barred:

(1) if a claimant who was given notice under subsection (b) does not deliver the claim to the dissolved limited liability company by the deadline; or

(2) if a claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection 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-17-1.02 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-1.02
Section 10A-17-1.02 Definitions. (Amended by 2026-495)
Status: in_force

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

In this chapter:

(1) “Member” means a person who, under the rules or practices of a nonprofit association, may participate in the selection of persons authorized to manage the affairs of the nonprofit association or in the development of policy of the nonprofit association.

(2) “Nonprofit association” means an unincorporated organization consisting of two or more members joined by mutual consent as an association for a stated common, nonprofit purpose, but does not include a limited liability company, general partnership, or limited partnership. In addition, joint tenancy, tenancy in common, or tenancy by the entireties does not by itself establish a nonprofit association, even if the co-owners share use of the property for a nonprofit purpose.

(3) “Nonprofit purpose” shall be any purpose for which a nonprofit corporation could be organized under the Alabama Nonprofit Corporation Act, as amended, and where no part of income or profit is distributable to its members, directors and officers.
Ala. Code § 10A-2A-10.03 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-10.03
Section 10A-2A-10.03 Amendment by Board of Directors and Stockholders
Status: in_force

If a corporation has issued stock, an amendment to the certificate of incorporation shall be adopted in the following manner:

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

(b) Except as provided in Sections 10A-2A-10.05, 10A-2A-10.07, and 10A-2A-10.08, the amendment shall then be approved by the stockholders. In submitting the proposed amendment to the stockholders for approval, the board of directors shall recommend that the stockholders approve the amendment, unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make a recommendation, or (ii) Section 10A-2A-8.26 applies. If either (i) or (ii) applies, the board of directors must inform the stockholders of the basis for its so proceeding.

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

(d) If the amendment is required to be approved by the stockholders, and the approval 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 amendment is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the amendment. The notice must contain or be accompanied by a copy of the amendment.

(e) Unless the certificate of incorporation, or the board of directors acting pursuant to subsection (c), requires a greater vote or a greater quorum, approval of the amendment requires the approval of the stockholders at a meeting at which a quorum consisting of a majority of the votes entitled to be cast on the amendment exists, and, if any class or series of stock is entitled to vote as a separate group on the amendment, except as provided in Section 10A-2A-10.04(c), the approval of each separate voting group at a meeting at which a quorum of the voting group exists consisting of a majority of the votes entitled to be cast on the amendment by that voting group.

(f) If as a result of an amendment of the certificate of incorporation one or more stockholders of a corporation would become subject to new personal liability, approval of the amendment requires the signing in connection with the amendment, by each stockholder who will become subject to new personal liability, of a separate written consent to become subject to new personal liability, unless in the case of a stockholder that already has personal liability the terms and conditions of the new personal liability (i) are substantially identical to those of the existing personal liability, or (ii) are substantially identical to those of the existing personal liability (other than changes that eliminate or reduce existing personal liability).

(g) For purposes of subsection (f) and Section 10A-2A-10.09, “new personal liability” means personal liability of a person resulting from an amendment of the certificate of incorporation if (i) the person did not have personal liability before the amendment becomes effective, or (ii) the person had personal liability before the amendment becomes effective, the terms and conditions of which are changed when the amendment becomes effective.
Ala. Code § 10A-3A-8.20 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.20
Section 10A-3A-8.20 Meetings
Status: in_force

(a) The board of directors may hold regular or special meetings in or out of the state.

(b) Unless restricted by the certificate of incorporation or bylaws, any or all directors may participate in a meeting of the board through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Ala. Code § 10A-8A-1.04 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-1.04
Section 10A-8A-1.04 Nature and Purpose
Status: in_force

(a) A partnership is a separate legal entity. A partnership’s status for tax purposes shall not affect its status as a separate legal entity formed under this chapter. A partnership is the same entity regardless of whether the partnership has a statement of limited liability partnership under Section 10A-8A-10.01 stating that the partnership is a limited liability partnership. A partner has no interest in any specific property of a partnership.

(b) A partnership may carry on any lawful business and may carry on any lawful not for profit activity if it complies with Section 10A-8A-2.02(b).
Ala. Code § 10-9C-1203 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1203
Section 10-9C-1203 Relation to Electronic Signatures in Global and National Commerce Act
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-8.44 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.44
Section 10A-2A-8.44 Contract Rights of Officers
Status: in_force

(a) The election or appointment of an officer does not itself create contract rights.

(b) An officer’s removal does not affect the officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer.
Ala. Code § 10A-1-7.32 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-7.32
Section 10A-1-7.32 Rights and Privileges
Status: in_force

A foreign entity with a registration under this article enjoys the same but no greater rights and privileges as the domestic entity to which it most closely corresponds.
Ala. Code § 10A-2-8.56 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.56
Section 10A-2-8.56 Indemnification of Officers, Employees, and Agents
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) An officer of a corporation who is not a director is entitled to mandatory indemnification under Section 10A-2-8.52, and is entitled to apply for court-ordered indemnification under Section 10A-2-8.54, in each case to the same extent as a director.

(b) A corporation may indemnify and may advance expenses under this division to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director.
Ala. Code § 10A-5A-12.04 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-12.04
Section 10A-5A-12.04 Savings Clause
Status: reserved

(a) Except as provided in subsection (b), the repeal of a statute by this chapter does not affect:

(1) the operation of the statute or any action taken under it before its repeal;

(2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;

(3) any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or

(4) any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.

(b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.
Ala. Code § 10-9A-21 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-21
Section 10-9A-21 Amendment to Certificate
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-12-50 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-50
Section 10-12-50 Changes and Amendments
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-15.11 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-15.11
Section 10-2B-15.11 Out of State Business or Property of Foreign Corporation Not Subject to Control or Regulation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-12.01 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-12.01
Section 10A-9-12.01 Uniformity of Application and Construction
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-8A-4.13 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-4.13
Section 10A-8A-4.13 Actions by Partnership and Partners
Status: in_force

(a) Except as provided in Sections 10A-8A-3.06, 10A-8A-8.06, or 10A-8A-8.07, a partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.

(b) Except as provided in Sections 10A-8A-3.06, 10A-8A-8.06, or 10A-8A-8.07, a partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business or not for profit activity, to:

(1) enforce the partner’s rights under the partnership agreement;

(2) enforce the partner’s rights under this chapter, including:

(i) the partner’s rights under Sections 10A-8A-4.01, 10A-8A-4.03, or 10A-8A-4.04;

(ii) the partner’s right on dissociation to have the partner’s transferable interest in the partnership purchased pursuant to Section 10A-8A-7.01 or enforce any other right under Article 6 or 7; or

(iii) the partner’s right to compel a dissolution and winding up of the partnership’s business or not for profit activity under Section 10A-8A-8.01 or enforce any other right under Article 8; or

(3) enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.

(c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
Ala. Code § 10-4-175 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-175
Section 10-4-175 Declaratory Actions - Service of Process
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-7.26 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-7.26
Section 10A-2-7.26 Action by Single and Multiple Voting Groups
Status: reserved

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

(a) If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in Section 10A-2-7.25.

(b) If the articles of incorporation or this chapter provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in Section 10A-2-7.25. Action may be taken by one voting group on a matter even though no action is taken by another group entitled to vote on the matter.
Ala. Code § 10-12-20 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-20
Section 10-12-20 Liability of Members to Third Parties
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-170 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-170
Section 10-4-170 Definitions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-2.02 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-2.02
Section 10A-1-2.02 Prohibited Purposes
Status: in_force

A domestic entity may not engage in a business, activity, not for profit activity, or any other activity, whether or not for profit, that:

(A) is expressly unlawful or prohibited by a law of this state;

(B) cannot lawfully be engaged in by that entity under a law of this state; or

(C) may not be engaged in by an entity without first obtaining a license under the laws of this state to engage in that business, activity, not for profit activity, or any other activity, whether or not for profit, and a license cannot lawfully be granted to the entity.
Ala. Code § 10-12-55 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-55
Section 10-12-55 (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.) Requirements for Articles of Merger; Effective Date
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-6.07 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-6.07
Section 10A-20-6.07 Certificates of Authority; Contracts with Public
Status: in_force

Every corporation organized under this article shall procure from the Commissioner of Insurance a certificate of authority to do business, for which the corporation shall pay the sum of two hundred dollars ($200), and the certificates of authority shall be renewed thereafter on or before the first day of March of each year. The corporation may then enter into contracts with the public, subject to the restrictions contained in this article, for benefits under its health service plan. It shall be the duty of the corporation to enter into contracts with and issue certificates to those of the public who may desire to avail themselves of the benefits of the health service plan and who, under its rules and regulations, make application and are eligible therefor. The contracts may provide for more than one class of services or benefits, may designate the person or persons, or the class of persons, entitled thereto, may designate the health care facilities and providers which render the services provided for, and may specify the charge or dues required to be paid for the services or benefits. No corporation shall issue or sell any contract until the form of the same has been filed with the Commissioner of Insurance.