Ala. Code § 10A-3A-6.11 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-6.11
Section 10A-3A-6.11 Transfers
Status: in_force

(a) Except as provided in the certificate of incorporation or bylaws, a member of a membership nonprofit corporation may not transfer a membership or any right arising therefrom.

(b) Where the right to transfer a membership has been provided, a restriction on that right shall not be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the affected member.
Ala. Code § 10A-2-7.33 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-7.33
Section 10A-2-7.33 Corporation Without Notice of Infancy May Treat Infant as Having Capacity to Vote, Transfer, Etc
Status: reserved

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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

A corporation may treat an infant who holds stock or other securities of the corporation in his or her own name as having capacity to vote or to give consent in person or by proxy in respect thereof, to transfer and to convey the same and to make elections and exercise rights relating to the stock or securities, unless the corporation has notice of the infancy by delivery to it or to its transfer agent of a written notice stating that the holder is an infant.
Ala. Code § 10A-5A-4.04 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-4.04
Section 10A-5A-4.04 Liability for Contribution
Status: in_force

(a) A member’s obligation to make a contribution to a limited liability company, or a series thereof, is not excused by the member’s death, disability, or other inability to perform personally. If a member does not make a contribution required by an enforceable promise, the member or the member’s estate is obligated, at the election of the limited liability company, or series thereof, to contribute money equal to the value of the portion of the contribution that has not been made. The foregoing election shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company, or series thereof, may have under the limited liability company agreement or applicable law.

(b)(1) The obligation of a member to make a contribution to a limited liability company may be compromised only by consent of all the members. A conditional obligation of a member to make a contribution to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by that member. Conditional obligations include contributions payable upon a discretionary call of a limited liability company before the time the call occurs.

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

(3) Subsection (b)(1) shall not apply to a member’s obligation to make a contribution to a series of a limited liability company.

(c) A promise by a member to make a contribution to a limited liability company, or a series thereof, is not enforceable unless set forth in a writing signed by the member.
Ala. Code § 10A-2A-1.45 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-1.45
Section 10A-2A-1.45 Definitions
Status: in_force

In this article:

(1) “Corporate action” means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of the corporation or the stockholders.

(2) “Date of the defective corporate action” means the date (or the approximate date, if the exact date is unknown) the defective corporate action was purported to have been taken.

(3) “Defective corporate action” means (i) any corporate action purportedly taken that is, and at the time such corporate action was purportedly taken would have been, within the power of the corporation, but is void or voidable due to a failure of authorization, and (ii) an overissue.

(4) “Failure of authorization” means the failure to authorize, approve, or otherwise effect a corporate action in compliance with the provisions of this chapter, the certificate of incorporation or bylaws, a corporate resolution, or any plan or agreement to which the corporation is a party, if and to the extent such failure would render such corporate action void or voidable.

(5) “Overissue” means the purported issuance of:

(i) stock of a class or series in excess of the number of shares of stock of a class or series the corporation has the power to issue under Section 10A-2A-6.01 at the time of such issuance; or

(ii) stock of any class or series that is not then authorized for issuance by the certificate of incorporation.

(6) “Putative stock” means the stock of any class or series (including stock issued upon exercise of rights, options, warrants, or other securities convertible into stock of the corporation, or interests with respect to such stock) that was created or issued as a result of a defective corporate action, that (i) but for any failure of authorization would constitute valid stock, or (ii) cannot be determined by the board of directors to be valid stock.

(7) “Valid stock” means the stock of any class or series that has been duly authorized and validly issued in accordance with this chapter, including as a result of ratification or validation under this article.

(8) “Validation effective time” with respect to any defective corporate action ratified under this article means the later of:

(i) the time at which the ratification of the defective corporate action is approved by the stockholders, or if approval of stockholders is not required, the time at which the notice required by Section 10A-2A-1.49 becomes effective in accordance with Section 10A-2A-1.41; and

(ii) the time at which any certificate of validation filed in accordance with Section 10A-2A-1.51 becomes effective.

The validation effective time shall not be affected by the filing or pendency of a judicial proceeding under Section 10A-2A-1.52 or otherwise, unless otherwise ordered by the court.
Ala. Code § 10A-2A-15.11 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-15.11
Section 10A-2A-15.11 Authority of Foreign Corporation to Act as Fiduciary
Status: in_force

(a) Any foreign corporation may act in this state as trustee, personal representative, executor, administrator of any kind, guardian, conservator, or in any other like or similar fiduciary capacity, whether the appointment is by law, will, deed, inter vivos trust, mortgage, deed of trust, court order or otherwise, without the necessity of complying with any law of this state relating to the qualification of foreign corporations to do business in this state or the licensing of foreign corporations to do business in this state and notwithstanding any prohibition, limitation, or restriction contained in any law of this state subject to the following conditions:

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

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

(b) Nothing contained in this division shall be construed to prohibit or make unlawful any activity in this state by a bank or other corporation which is not incorporated under the laws of this state, or, if a national bank or other corporation organized under the laws of the United States, which does not have its principal place of business in this state which would be lawful in the absence of this division.
Ala. Code § 10A-3A-8.32 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.32
Section 10A-3A-8.32 Directors’ Liability for Unlawful Distributions
Status: in_force

(a) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to Section 10A-3A-6.40 or Section 10A-3A-11.07 is personally liable to the nonprofit corporation for the amount of the distribution that exceeds what could have been distributed without violating Section 10A-3A-6.40 or Section 10A-3A-11.07 if the party asserting liability establishes that when taking the action the director did not comply with Section 10A-3A-8.30.

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

(1) contribution from every other director who could be held liable under subsection (a) for the unlawful distribution; and

(2) recoupment from each person of the pro-rata portion of the amount of the unlawful distribution the person received, whether or not the person knew the distribution was made in violation of Section 10A-3A-6.40 or Section 10A-3A-11.07.

(c) A proceeding to enforce:

(1) the liability of a director under subsection (a) is barred unless it is commenced within two years after the date on which the distribution was made; or

(2) contribution or recoupment under subsection (b) is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection (a).
Ala. Code § 10A-2A-8.25 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.25
Section 10A-2A-8.25 Committees of the Board
Status: in_force

(a) Unless this chapter, the certificate of incorporation, or the bylaws provide otherwise, a board of directors may establish one or more board committees composed exclusively of one or more directors to perform functions of the board of directors.

(b) The establishment of a board committee and appointment of members to it shall be approved by the greater of (i) a majority of all the directors in office when the action is taken or (ii) the number of directors required by the certificate of incorporation or bylaws to take action under Section 10A-2A-8.24, unless, in either case, this chapter or the certificate of incorporation provides otherwise.

(c) Section 10A-2A-8.20 through Section 10A-2A-8.24 apply to board committees and their members.

(d) A board committee may exercise the powers of the board of directors under Section 10A-2A-8.01, to the extent specified by the board of directors or in the certificate of incorporation or bylaws, except that a board committee may not:

(1) authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors;

(2) approve or propose to stockholders action that this chapter requires be approved by stockholders;

(3) fill vacancies on the board of directors or, subject to subsection (e), on any board committees; or

(4) adopt, amend, or repeal bylaws or amend or restate the certificate of incorporation.

(e) The board of directors may appoint one or more directors as alternate members of any board committee to replace any absent or disqualified member during the member’s absence or disqualification. If the certificate of incorporation, the bylaws, or the resolution creating the board committee so provide, the member or members present at any board committee meeting and not disqualified from voting may, by unanimous action, appoint another director to act in place of an absent or disqualified member during that member’s absence or disqualification.
Ala. Code § 10A-9A-5.08 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-5.08
Section 10A-9A-5.08 Limitations on Distribution and Liability for Improper Distributions
Status: in_force

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

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

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

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

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

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

(g) This section shall not apply to distributions made in accordance with Section 10A-9A-8.09.
Ala. Code § 10-4-104 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-104
Section 10-4-104 Bylaws
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-221 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-221
Section 10-3A-221 Appeal from Probate Judge or Secretary of State
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-2.01 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-2.01
Section 10A-2-2.01 Incorporators
Status: reserved

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

One or more persons may act as the incorporator or incorporators of a corporation by signing and delivering articles of incorporation to the judge of probate of the county in which the corporation is to have its initial registered office for filing.
Ala. Code § 10A-3A-9.20 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-9.20
Section 10A-3A-9.20 Authority to Amend
Status: in_force

(a) The members of a membership nonprofit corporation may amend or repeal the membership nonprofit corporation’s bylaws except as provided in the certificate of incorporation or bylaws.

(b) The board of directors of a membership nonprofit corporation or nonmembership nonprofit corporation may amend or repeal the nonprofit corporation’s bylaws, except as provided in the certificate of incorporation, bylaws, Section 10A-3A-9.21, or Section 10A-3A-9.22.

(c) Neither (i) a member of a membership nonprofit corporation nor (ii) a person or group of persons having rights under the certificate of incorporation, has a vested property right resulting from any provision in the bylaws, including provisions relating to management, control, or purpose of the nonprofit corporation.
Ala. Code § 10A-2-1.20 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-1.20
Section 10A-2-1.20 Filing Instruments
Status: reserved

Repealed by Act 2019-94, §3, effective January 1, 2021.
Ala. Code § 10A-2-8.08 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.08
Section 10A-2-8.08 Removal of Directors by Shareholders
Status: reserved

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

(a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.

(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him or her.

(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him or her under cumulative voting is voted against his or her removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him or her exceeds the number of votes cast not to remove him or her.

(d) A director may be removed by the shareholders only at a meeting called for the purpose of removing him or her and the meeting notice must state that the purpose, or one of the purposes, of the meeting is the removal of the director.
Ala. Code § 10-9C-908 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-908
Section 10-9C-908 Action by Attorney General
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-2.06 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-2.06
Section 10A-2A-2.06 Emergency Bylaws
Status: in_force

(a) Unless the certificate of incorporation provides otherwise, bylaws may be adopted to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the stockholders, may make all provisions necessary for managing the corporation during the emergency, including:

(1) procedures for calling a meeting of the board of directors;

(2) quorum requirements for the meeting; and

(3) designation of additional or substitute directors.

(b) All provisions of the regular bylaws not inconsistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(c) Corporate action taken in good faith in accordance with the emergency bylaws:

(1) binds the corporation; and

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

(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 § 10-3B-1 — Alabama Code / Title 10 / Chapter 3B / Section 10-3B-1
Section 10-3B-1 Short Title
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-13.24 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-13.24
Section 10-2B-13.24 Share Restrictions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-5.02 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-5.02
Section 10A-20-5.02 Distribution of Proceeds When Corporation Ceases Business
Status: in_force

When a corporation organized under the laws of Alabama for educational purposes, which corporation has issued shares of stock, whether or not the charter or laws of Alabama authorized the issue of stock, and which has ceased to engage in the business for which it was organized has sold all or any part of its property, the proceeds of the sale or sales remaining after the payment of all the debts of the corporation may be distributed pro rata among the holders of the stock issued and outstanding.
Ala. Code § 10A-1-2.01 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-2.01
Section 10A-1-2.01 General Scope of Permissible Purposes
Status: in_force

A domestic entity may have any lawful purpose or purposes, unless otherwise provided by this title. If the purpose for which it is organized or its form makes it subject to a special provision of law or limitation of purpose, the entity shall also comply with that provision or conform to that limitation.
Ala. Code § 10A-8A-4.06 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-4.06
Section 10A-8A-4.06 Interim Distributions
Status: in_force

Subject to Section 10A-8A-7.01, a partner has a right to a distribution before the dissolution and winding up of a partnership as provided in the partnership agreement. A decision to make a distribution before the dissolution and winding up of the partnership is a decision in the ordinary course of the business or not for profit activity of the partnership.
Ala. Code § 10A-2-2.08 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-2.08
Section 10A-2-2.08 Incorporation by Purchasers of Property or Franchise of Corporation
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 purchaser or purchasers at any sale, public or private, of the property or franchises of any corporation, if not a corporation authorized by the laws of this state to purchase and hold the property of the corporation, may, within 30 days after the sale and conveyance, become incorporated under this chapter and the purchaser or purchasers may associate with himself or herself or themselves the requisite number of other persons to become incorporated. Upon the organization of the corporation and the conveyance to it of the property and franchises of the corporation by the purchaser or purchasers, the corporation shall become, and be entitled to, and shall have, hold and enjoy, all property rights and franchises.
Ala. Code § 10-9C-404 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-404
Section 10-9C-404 General Partner’s Liability
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-1110 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1110
Section 10-9C-1110 Restrictions on Approval of Conversions and Mergers and on Relinquishing LLLP Status
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-9.11 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-9.11
Section 10A-8A-9.11 Liability of Partner After Conversion or Merger
Status: in_force

(a) A conversion or merger under this article does not discharge any liability under Section 10A-8A-3.06, 10A-8A-7.02, or 10A-8A-7.03 of a person that was a partner in or dissociated as a partner from a converting or constituent partnership, but:

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

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

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

(A) the person has a right of contribution from each other person that was liable as a partner under Section 10A-8A-3.06 when the obligation was incurred and has not been released from the obligation under Section 10A-8A-7.02 or 10A-8A-7.03; and

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

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

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

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

(B) reasonably believes that:

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

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

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

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

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

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

(i) does not have notice of the dissociation;

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

(iii) reasonably believes that the converted or surviving organization is the converting or constituent partnership, the converting or constituent partnership is not a limited liability partnership, and the person is a partner in the converting or constituent partnership.
Ala. Code § 10A-8-3.07 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-3.07
Section 10A-8-3.07 Actions by and Against Partnership and Partners
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10-9C-907 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-907
Section 10-9C-907 Cancellation of Certificate of Authority; Effect of Failure to Have Certificate
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-8A-1005 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-1005
Section 10-8A-1005 Cancellation of a 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-5A-2.01 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-2.01
Section 10A-5A-2.01 Formation
Status: in_force

(a) In order to form a limited liability company, one or more organizers must execute a certificate of formation and deliver it for filing to the filing officer provided for in subsection (e). Section 10A-1-3.05 shall not apply to this chapter. Instead, the certificate of formation shall set forth:

(1) the name of the limited liability company, which must comply with Article 5 of Chapter 1;

(2) the street address in this state, including the county, of the registered office required by Article 5 of Chapter 1;

(3) the name of the registered agent at the registered office required by Article 5 of Chapter 1;

(4) a statement that there is at least one member of the limited liability company;

(5) if applicable, a statement as provided in Section 10A-5A-11.02(b)(3); and

(6) any other matters the members determine to include therein.

(b) A limited liability company is formed when its certificate of formation becomes effective in accordance with Article 4 of Chapter 1.

(c) The fact that a certificate of formation has been filed and is effective in accordance with Article 4 of Chapter 1 is notice of the matters required to be included by subsections (a)(1), (a)(2), (a)(3), and (a)(4) and if applicable, (a)(5), but is not notice of any other fact.

(d) A limited liability company agreement shall be entered into either before, after, or at the time of the filing of the certificate of formation and, whether entered into before, after, or at the time of the filing, may be made effective as of the filing of the certificate of formation or at any other time or date provided in the limited liability company agreement.

(e) A certificate of formation shall be delivered for filing to the Secretary of State.
Ala. Code § 10-9C-203 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-203
Section 10-9C-203 Statement of Termination
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-7.01 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-7.01
Section 10A-3A-7.01 Annual and Regular Meetings of the Members
Status: in_force

(a) Unless otherwise provided in the certificate of incorporation, a membership nonprofit corporation shall hold a meeting of members annually at a time stated in or fixed in accordance with the certificate of incorporation or bylaws.

(b) A membership nonprofit corporation may hold regular meetings of the members at times stated in or fixed in accordance with the certificate of incorporation or bylaws.

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

(d) The failure to hold an annual or regular meeting of the members at the time stated in or fixed in accordance with a membership nonprofit corporation’s certificate of incorporation or bylaws does not affect the validity of any corporate action.
Ala. Code § 10A-2A-8.30 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.30
Section 10A-2A-8.30 Standards of Conduct for Directors
Status: in_force

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

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

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

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

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

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

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

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

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

(3) a board committee of which the director is not a member if the director reasonably believes the committee merits confidence.
Ala. Code § 10A-2-7.06 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-7.06
Section 10A-2-7.06 Waiver of Notice
Status: reserved

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

(a) A shareholder may waive any notice required by the Constitution of Alabama of 1901, this title or this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

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

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

(2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter before action is taken on the matter.
Ala. Code § 10A-3A-9.08 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-9.08
Section 10A-3A-9.08 Amendment Pursuant to Reorganization
Status: in_force

(a) A nonprofit corporation’s certificate of incorporation may be amended without action by the board of directors, the members, if any, or a person or group of persons, if any, whose approval is required by the certificate of incorporation in accordance with Section 10A-3A-9.30, 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-3A-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 nonprofit 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) 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-112 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-112
Section 10-9C-112 Business Transactions of Partner with Partnership
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-1.06 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-1.06
Section 10A-1-1.06 Synonymous Terms
Status: in_force

To the extent not inconsistent with the Constitution of Alabama of 1901, and other statutes of this state wherein the terms may be found, and as the context requires, in this title or any other statute of this state:

(1) a reference to certificate of formation includes, in the case of a corporation, articles of incorporation, certificate of incorporation, and charter; in the case of limited partnership, a certificate of limited partnership and a certificate of formation; in the case of a limited liability company, certificate of formation and articles of organization; and in the case of a business trust or a real estate investment trust, declaration of trust and, similarly, a reference to articles of incorporation, certificate of incorporation, charter, certificate of limited partnership, or articles of organization includes a certificate of formation;

(2) a reference to articles of dissolution includes statement of dissolution and certificate of dissolution, and similarly a reference to statement of dissolution includes articles of dissolution and certificate of dissolution, and similarly, a reference to certificate of dissolution includes articles of dissolution and statement of dissolution;

(3) a reference to certificate of merger includes articles of merger and statement of merger and similarly, a reference to articles of merger includes certificate of merger and statement of merger, and similarly, a reference to statement of merger includes certificate of merger and articles of merger;

(4) a reference to authorized capital stock includes authorized shares;

(5) a reference to capital stock includes authorized and issued shares, issued shares, and stated capital;

(6) a reference to a certificate of registration, certificate of authority, statement of foreign limited liability partnership, and permit to transact business includes registration;

(7) a reference to stock and shares of stock includes shares;

(8) a reference to stockholder includes shareholder; and

(9) a reference to no par stock includes shares without par value.
Ala. Code § 10-8A-1106 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-1106
Section 10-8A-1106 Applicability
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-6.28 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-6.28
Section 10A-2-6.28 Expense of Issue
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 corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.
Ala. Code § 10A-9-8.04 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-8.04
Section 10A-9-8.04 Power of General Partner and Person Dissociated as General Partner to Bind Partnership After Dissolution
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-8A-1010 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-1010
Section 10-8A-1010 Professional Registered Limited Liability Partnership Provisions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-13.31 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-13.31
Section 10-2B-13.31 Court Costs and Counsel Fees
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-174 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-174
Section 10-3A-174 Filing of Application for Certificate of Authority
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-8.04 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-8.04
Section 10A-8A-8.04 Power to Bind Partnership After Dissolution
Status: in_force

(a) After dissolution, a partnership is bound by the act of a partner or by the act of a dissociated partner acting as a partner under Section 10A-8A-8.03(a) which:

(1) is appropriate for winding up the partnership’s business or not for profit activity; or

(2) would have bound the partnership under Section 10A-8A-3.01 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.

(b) Subject to subsection (a), a person dissociated as a partner binds a partnership through an act occurring after dissolution only if:

(1) at the time the other party enters into the transaction the other party does not have notice of the dissociation and reasonably believes that the person is a partner; and

(2) the act:

(A) is appropriate for winding up the partnership’s business or not for profit activity; or

(B) would have bound the partnership under Section 10A-8A-3.01 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.
Ala. Code § 10-13-8 — Alabama Code / Title 10 / Chapter 13 / Section 10-13-8
Section 10-13-8 Removal of Trustees
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-14-11 — Alabama Code / Title 10 / Chapter 14 / Section 10-14-11
Section 10-14-11 Internal Capital Account Cooperatives
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-12.04 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-12.04
Section 10A-9-12.04 Effective Date
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-5-13 — Alabama Code / Title 10 / Chapter 5 / Section 10-5-13
Section 10-5-13 Construction and Operation of Connections to Public Ways by Mining, Manufacturing and Quarrying Corporations
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-2.01 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-2.01
Section 10-2B-2.01 Incorporators
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-10.20 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-10.20
Section 10A-2-10.20 Amendment by Board of Directors or 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 corporation’s board of directors may amend or repeal the corporation’s bylaws unless:

(1) The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or part; or

(2) The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.

(b) A corporation’s shareholders may amend or repeal the corporation’s bylaws even though the bylaws may also be amended or repealed by its board of directors.
Ala. Code § 10-8A-803 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-803
Section 10-8A-803 Right to Wind Up Partnership Business
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3B-8 — Alabama Code / Title 10 / Chapter 3B / Section 10-3B-8
Section 10-3B-8 Capacity to Assert and Defend; Standing
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-8.26 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.26
Section 10A-2A-8.26 Submission of Matters for Stockholder Vote
Status: in_force

A corporation may agree to submit a matter to a vote of its stockholders even if, after approving the matter, the board of directors determines it no longer recommends the matter.
Ala. Code § 10-3A-25 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-25
Section 10-3A-25 Service of Process on Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-8.11 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.11
Section 10A-3A-8.11 Compensation of Directors
Status: in_force

Unless the certificate of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
Ala. Code § 10A-3-2.22 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-2.22
Section 10A-3-2.22 Removal of Officers
Status: in_force

Any officer elected or appointed may be removed by the persons authorized to elect or appoint the officer whenever in their judgment the best interests of the nonprofit corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer shall not of itself create contract rights.
Ala. Code § 10A-30-1.15 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-1.15
Section 10A-30-1.15 Continuity of Association Independent of Members or Shareholders; Applicable to Professional Associations Formed Prior to January 1, 1984
Status: in_force

Unless the certificate of formation expressly provide otherwise, a professional association shall continue as a separate entity independent of its members or shareholders for all purposes for such period of time as provided in the certificate of formation or until dissolved by a vote of two thirds of the members, and shall continue notwithstanding the death, insanity, incompetency, conviction for felony, resignation, withdrawal, transfer of membership or ownership of shares, retirement, or expulsion of any one or more of the members or shareholders, the admission or transfer of membership or shares to any new member, members, shareholder, or shareholders or the happening of any other event which, under the law of this state and under like circumstances, would work a dissolution of the partnership, it being the aim and intention of this section that such professional association shall have continuity of life independent of the life or status of its members or shareholders.
Ala. Code § 10A-9-1.14 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-1.14
Section 10A-9-1.14 Office and Agent for Service of Process
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-2B-15.06 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-15.06
Section 10-2B-15.06 Corporate Name of Foreign Corporation
Status: reserved

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

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-2.16 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-2.16
Section 10A-1-2.16 Certificated Indebtedness; Manner of Issuance; Signature and Seal
Status: in_force

(a) Except as otherwise provided by the governing documents of the domestic entity, this title, or other law, on the issuance by a domestic entity of a bond, debenture, or other evidence of indebtedness in certificated form, the seal of the entity, if the entity has adopted a seal, may be a facsimile that may be engraved or printed on the certificate.

(b) Except as otherwise provided by the governing documents of the domestic entity, this title, or other law, if a security described by subsection (a) is authenticated with the manual signature of an authorized officer of the domestic entity or an authorized officer or representative, to the extent permitted by law, of a transfer agent or trustee appointed or named by an indenture of trust or other agreement under which the security is issued, the signature of any officer of the domestic entity may be a facsimile signature.

(c) A security described by subsection (a) that contains the manual or facsimile signature of a person who is no longer an officer when the security is delivered by the entity may be adopted, issued, and delivered by the entity in the same manner and to the same extent as if the person had remained an officer of the entity.
Ala. Code § 10A-2-14.04 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-14.04
Section 10A-2-14.04 Revocation of Dissolution
Status: reserved

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

(a) A corporation may revoke its dissolution within 120 days of its effective date.

(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke without shareholder action.

(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the judge of probate for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:

(1) The name of the corporation;

(2) The effective date of the dissolution that was revoked;

(3) The date that the revocation of dissolution was authorized;

(4) If the corporation’s board of directors (or incorporators) revoked the dissolution effected pursuant to Section 10A-2-14.01, a statement to that effect;

(5) If the corporation’s board of directors revoked a dissolution authorized by the shareholders pursuant to Section 10A-2-14.02, a statement that revocation was permitted by action by the board of directors alone pursuant to authorization; and

(6) If shareholder action was required to revoke the dissolution effected pursuant to Section 10A-2-14.02, the information required by Section 10A-2-14.03(a)(3) or (4) or by Section 10A-2-14.03(a)(5).

(d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.

(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.
Ala. Code § 10-8A-1101 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-1101
Section 10-8A-1101 Uniformity of Application and Construction
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-157 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-157
Section 10-3A-157 Survival of Remedy After Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8-5.04 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-5.04
Section 10A-8-5.04 Partner’s Transferable Interest Subject to Charging Order
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-2-6.25 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-6.25
Section 10A-2-6.25 Corporate Shares as Personal Property; Transferability
Status: reserved

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

Shares or interests in the stock of corporations are personal property, transferable on the books of the corporation in the manner provided by law.
Ala. Code § 10A-2-14.02 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-14.02
Section 10A-2-14.02 Dissolution by Board of Directors and 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 corporation’s board of directors may propose dissolution for submission to the shareholders.

(b) For a proposal to dissolve to be adopted:

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

(2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e).

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

(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with Section 10A-2-7.05. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.

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

(f) In lieu of the procedure set forth in subsections (a) through (e) above, a corporation may be dissolved by the written consent of all of its shareholders, whether or not otherwise entitled to vote, without action by the corporation’s board of directors.
Ala. Code § 10A-9-4.05 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-4.05
Section 10A-9-4.05 Actions by and Against Partnership and Partners
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-10-5 — Alabama Code / Title 10 / Chapter 10 / Section 10-10-5
Section 10-10-5 Articles of Association; Name of Association; Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-6.13 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-6.13
Section 10A-3A-6.13 Member’s Liability for Dues, Assessments, and Fees
Status: in_force

(a) A membership nonprofit corporation may levy dues, assessments, fees, fines, late charges, interest, penalties, and other such sums on its members to the extent authorized in the certificate of incorporation or bylaws. Dues, assessments, fees, fines, late charges, interest, penalties, and other such sums may be imposed on members of the same class either alike or in different amounts or proportions, and may be imposed on a different basis on different classes of members. Members of a class may be made exempt from dues, assessments, fees, fines, late charges, interest, penalties, and other such sums to the extent provided in the certificate of incorporation or bylaws.

(b) The amount and method of collection of dues, assessments, fees, fines, late charges, interest, penalties, and other such sums may be fixed in the certificate of incorporation or bylaws, or the certificate of incorporation or bylaws may authorize the board of directors or members to fix the amount and method of collection.

(c) The certificate of incorporation or bylaws may provide reasonable means to enforce the collection of dues, assessments, fees, fines, late charges, interest, penalties, and other such sums, including, but not limited to, termination, suspension, or reinstatement of membership.
Ala. Code § 10A-30-1.05 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-1.05
Section 10A-30-1.05 Certificate of Formation; Name of Association; Dissolution; Applicable to Professional Associations Formed Prior to January 1, 1984
Status: in_force

Prior to January 1, 1984, person or persons may form a professional association by executing and recording the certificate of formation in the office of the judge of probate of the county in which the principal office of the association is located, and must be by the judge recorded in a book kept for that purpose. After recording the certificate of formation, the judge of probate shall endorse thereon a certificate of registration, showing the book and page where recorded, and for services for recording the certificate shall receive fifteen cents ($.15) for each 100 words of the certificate of formation and two dollars fifty cents ($2.50) for examining the certificate of formation.

The person or persons forming the association shall adopt such name for the association as they in their discretion may determine, provided that the name selected shall be followed by the words “Professional Association” or the abbreviation “P.A.” Any dentist or dentists forming the association shall be governed by the rules of the regulating board of their profession in adopting a name for the association.

The certificate of formation may contain any provisions not in violation of law or the public policy of this state as the members of the association may decide.

The certificate of formation may be amended or dissolved at any time and from time to time by agreement of two thirds of the members at any regular meeting or at a special meeting called for that purpose, upon likewise recording an amendment or instrument of dissolution in the same place or places as the original certificate of formation.
Ala. Code § 10-4-109 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-109
Section 10-4-109 Regulation of Rates, Charges, Fees and Dues
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3-4.01 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-4.01
Section 10A-3-4.01 Procedure to Amend Certificate of Formation of a Nonprofit Corporation
Status: in_force

(a) Amendments to the certificate of formation of a nonprofit corporation shall be made in the following manner:

(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting.

(2) If there are no members, or no members entitled to vote thereon, or if the amendment is one that does not require member action under Section 10A-1-3.12(a), an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

(b) Any number of amendments may be submitted and voted upon at any one meeting.
Ala. Code § 10-9A-42 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-42
Section 10-9A-42 Liability to Third Parties
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-10-8 — Alabama Code / Title 10 / Chapter 10 / Section 10-10-8
Section 10-10-8 Board of Governors; Officers; Bylaws; Voting by Members or Shareholders
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-149 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-149
Section 10-3A-149 Jurisdiction of Court to Liquidate Assets and Affairs of Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-3.17 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.17
Section 10A-1-3.17 Restated Certificate of Formation
Status: in_force

(a) A restated certificate of formation must accurately state the text of the previous certificate of formation, regardless of whether the certificate of formation is an original, corrected, or restated certificate, and include:

(1) each previous amendment to the certificate being restated that is carried forward; and

(2) each new amendment to the certificate being restated.

(b) A restated certificate of formation may omit:

(1) the name and address of each organizer other than the name and address of each general partner of a limited partnership; and

(2) any other information that may be omitted under the provisions of this title applicable to the filing entity.

(c) A restated certificate of formation that does not make new amendments requiring owner approval to the certificate of formation being restated must be accompanied by:

(1) a statement that (i) the restated certificate of formation accurately states the text of the certificate of formation being restated, as amended, restated, and corrected, except for information omitted under subsection (b), (ii) the restated certificate does not make new amendments requiring owner approval, and (iii) the governing persons have adopted the restatement in the manner required by this title and the governing documents of the entity; and

(2) any other information required by other provisions of this title applicable to the filing entity.

(d) A restated certificate of formation that makes new amendments requiring owner approval to the certificate of formation being restated must:

(1) be accompanied by a statement that each new amendment has been made in accordance with this title;

(2) identify by reference or description each added, altered, or deleted provision;

(3) be accompanied by a statement that each amendment has been approved in the manner required by this title and the governing documents of the entity, including any information required by this article to be set forth in an amendment to the certificate of formation as to the owner approval of the amendment;

(4) be accompanied by a statement that the restated certificate of formation:

(A) accurately states the text of the certificate of formation being restated and each amendment to the certificate of formation being restated that is in effect, as further amended by the restated certificate of formation; and

(B) does not contain any other change in the certificate of formation being restated except for information omitted under subsection (b); and

(5) include any other information required by the chapter of this title applicable to the entity.
Ala. Code § 10A-3A-10.04 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-10.04
Section 10A-3A-10.04 Approval by Specified Person or Group of Persons
Status: in_force

(a) The certificate of incorporation of a membership nonprofit corporation may require that a disposition of assets under either or both Section 10A-3A-10.01 and Section 10A-3A-10.02 be approved in writing by a specified person or group of persons in addition to the board of directors and members.

(b) The certificate of incorporation of a nonmembership nonprofit corporation may require that a disposition of assets under Section 10A-3A-10.03 be approved in writing by a specified person or group of persons in addition to the board of directors.

(c) A requirement in the certificate of incorporation described in subsection (a) or (b) may only be approved by the written approval of the specified person or group of persons.
Ala. Code § 10-9A-6.01 — Alabama Code / Title 10A / Chapter 9 / Section 10-9A-6.01
Section 10-9A-6.01 Dissociation as Limited Partner
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-9C-209 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-209
Section 10-9C-209 Certificate of Existence or Authorization
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-10.05 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-10.05
Section 10A-9-10.05 Proceeds and Expenses
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-2A-14.01 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-14.01
Section 10A-2A-14.01 Dissolution by Incorporators or Initial Directors
Status: in_force

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

(a) the name of the corporation;

(b) the date of its incorporation;

(c) either (i) that none of the corporation’s stock has been issued, or (ii) that the corporation has not commenced business;

(d) that no debt of the corporation remains unpaid;

(e) that the net assets of the corporation remaining after winding up have been distributed to the stockholders, if stock was issued;

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

(g) the unique identifying number or other designation as assigned by the Secretary of State.
Ala. Code § 10A-3A-1.01 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-1.01
Section 10A-3A-1.01 Short Title and Application of Chapter
Status: reserved

(a) This chapter and the provisions of Chapter 1 to the extent applicable to nonprofit corporations may be cited as the Alabama Nonprofit Corporation Law.

(b) The provisions of this chapter relating to nonprofit corporations shall apply to:

(1) All nonprofit corporations organized hereunder; and

(2) All nonprofit corporations heretofore organized under any act hereby or heretofore repealed, for a purpose or purposes for which a nonprofit corporation might be organized under this chapter.

(c) The provisions of this chapter relating to foreign nonprofit corporations shall apply to all foreign nonprofit corporations conducting affairs in Alabama for a purpose or purposes for which a nonprofit corporation might be organized under this chapter.

(d) Beginning May 1, 2004, the Young Men’s Christian Association (YMCA) of Mobile which was incorporated by Act 405 approved on February 18, 1895, shall be subject to this chapter. Prospectively from May 1, 2004, the YMCA of Mobile shall be entitled to all of the rights and privileges of a nonprofit corporation including, but not limited to, the right to amend its charter and bylaws as provided by this chapter.
Ala. Code § 10-2B-15.08 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-15.08
Section 10-2B-15.08 Change of Registered Office or 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 § 10-4-320 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-320
Section 10-4-320 Rights, Powers and Authority
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-30-1.01 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-1.01
Section 10A-30-1.01 Definitions; Applicable to Professional Associations Formed Prior to January 1, 1984
Status: in_force

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

(1) PROFESSIONAL ASSOCIATION. An unincorporated association organized under this article for the purpose of rendering professional service.

(2) PROFESSIONAL SERVICE. Any type of professional service which may be legally performed only pursuant to a license issued by a state court, state regulatory licensing board, or other like agency pursuant to state laws.
Ala. Code § 10A-8-10.06 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-10.06
Section 10A-8-10.06 Registration of Foreign Registered Limited Liability Partnerships
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10-12-6 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-6
Section 10-12-6 Nature of Interest of Member in Limited Liability Company
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-4.14 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-4.14
Section 10A-8A-4.14 Continuation of Partnership Beyond Definite Term or Particular Undertaking
Status: in_force

(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.

(b) If the partners, or those of them who habitually acted in the business or not for profit activity during the term or undertaking, continue the business or not for profit activity without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
Ala. Code § 10A-1-3.31 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.31
Section 10A-1-3.31 Books and Records for Domestic Entities
Status: in_force

Each domestic entity covered shall keep the records as required by its governing documents or the chapter of this title applicable to the entity.
Ala. Code § 10A-8A-9.09 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-9.09
Section 10A-8A-9.09 Effect of Merger
Status: in_force

(a) When a merger becomes effective:

(1) the surviving organization continues or, in the case of a surviving organization created pursuant to the merger, comes into existence;

(2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity;

(3) except as provided in the plan of merger, all property owned by, and every contract right possessed by, each constituent organization that ceases to exist vests in the surviving organization without transfer, reversion, or impairment and the title to any property and contract rights vested by deed or otherwise in the surviving organization shall not revert, be in any way impaired, or be deemed to be a transfer by reason of the merger;

(4) all debts, obligations, and other liabilities of each constituent organization, other than the surviving organization, are debts, obligations, and other liabilities of the surviving organization, and neither the rights of creditors, nor any liens upon the property of any constituent organization, shall be impaired by the merger;

(5) an action or proceeding pending by or against any constituent organization continues as if the merger had not occurred and the name of the surviving organization may be, but need not be, substituted in any pending proceeding for the name of any constituent organization whose separate existence ceased in the merger;

(6) except as prohibited by law other than this chapter, or as provided in the plan of merger, all of the rights, privileges, franchises, immunities, powers, and purposes of each constituent organization, other than the surviving organization, vest in the surviving organization;

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

(8) except as otherwise agreed, if a constituent partnership ceases to exist, the merger does not dissolve the partnership;

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

(A) if it is a partnership, the statement of partnership, statement of not for profit partnership or statement of limited liability partnership becomes effective; or

(B) if it is an organization other than a partnership, the organizational documents that create the organization become effective;

(10) if the surviving organization existed before the merger, any amendments provided for in the statement of merger for the organizational documents of that organization become effective;

(11) the transferable interests of each partnership that is a constituent organization to the merger, and the ownership interests of each organization that is not a partnership, but is a constituent organization to the merger, that are to be converted in accordance with the terms of the merger into transferable interests, ownership interests, other securities, obligations, rights to acquire transferable interests, ownership interests, or other securities, cash, other property, or any combination of the foregoing, are converted, and the former holder of such transferable interests or ownership interests is entitled only to the rights provided to that former holder by those terms or the statute governing that former holder’s constituent organization; and

(12) if the surviving organization exists before the merger:

(i) except as provided in the plan of merger, all the property and contract rights of the surviving organization remain its property and contract rights without transfer, reversion, or impairment;

(ii) the surviving organization remains subject to all its debts, obligations, and other liabilities; and

(iii) except as provided by law other than this chapter, or the plan of merger, the surviving organization continues to hold all of its rights, privileges, franchises, immunities, powers, and purposes.

(b) A surviving organization that is a foreign entity consents to the jurisdiction of this state to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the debt, obligation, or other liability. If a surviving organization that is a foreign entity fails to designate or maintain a registered agent, or the designated registered agent cannot with reasonable diligence be served, then the service of process on that surviving organization for the purposes of enforcing a debt, obligation, or other liability under this subsection may be made in the same manner and has the same consequences as provided in Section 10A-1-5.35.
Ala. Code § 10A-2-8.57 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.57
Section 10A-2-8.57 Insurance
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 corporation may purchase and maintain insurance, or furnish similar protection, including but not limited to trust funds, self-insurance reserves, or the like, on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify him or her against the same liability under Section 10A-2-8.51 or 10A-2-8.52.
Ala. Code § 10A-2-2.03 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-2.03
Section 10A-2-2.03 Incorporation
Status: reserved

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

(a) Upon the effectiveness of the filing of the articles of incorporation as provided in Sections 10A-1-4.11 and 10A-1-4.12, corporate existence begins.

(b) The judge of probate’s filing of the articles of incorporation pursuant to Section 10A-1-4.02 is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
Ala. Code § 10-9A-4 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-4
Section 10-9A-4 Records to Be Kept; Right of Inspection
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-1-7.06 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-7.06
Section 10A-1-7.06 Amendments to Registration
Status: in_force

(a) If any statement in an application for registration or a statement of foreign limited liability partnership was false when made or any arrangements or other facts described have changed, making the application for registration or statement of foreign limited liability partnership, as applicable, inaccurate in any respect, the foreign entity shall file with the Secretary of State an amendment correcting the false or inaccurate statement. A foreign entity must amend its registration to change its name if the name has changed. If the name of a foreign entity as changed is not available in this state or otherwise does not satisfy the requirements of Article 5, the foreign entity, pursuant to the requirements of Section 10A-1-7.07, must adopt a name that complies with Article 5 under which it will transact business in this state.

(b) A foreign entity may amend its application for registration or statement of foreign limited liability partnership by filing an application for amendment of registration as provided by Article 4.

(c) The application for amendment must be filed promptly on the discovery that any statement in the application for registration or statement of foreign limited liability partnership, as applicable, was false when made, but not later than 60 days after the discovery. The application for amendment must be filed promptly after any arrangements other facts described in the application have changed, making the application inaccurate in any respect, but not later than 90 days after the change.
Ala. Code § 10A-5A-2.06 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-2.06
Section 10A-5A-2.06 Certificate of Existence or Qualification
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 limited liability company if the writings filed in the office of the Secretary of State show that the limited liability company has been formed 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 limited liability company’s name;

(2) that the limited liability company was formed under the laws of this state, the date of formation, and the filing office in which the certificate of formation was filed;

(3) whether the limited liability company has delivered to the Secretary of State for filing a statement of dissolution;

(4) whether the limited liability company has delivered to the Secretary of State for filing a certificate of reinstatement;

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

(6) 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 qualification for a foreign limited liability company 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 conduct activities and affairs in this state and the registration has not been revoked, withdrawn, or terminated. A certificate of qualification must state:

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

(2) that the foreign limited liability company is authorized to conduct activities and affairs in this state;

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

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

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

(6) 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 qualification issued by the Secretary of State is conclusive evidence that the limited liability company is in existence or the foreign limited liability company is authorized to conduct activities and affairs in this state.
Ala. Code § 10-4-386 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-386
Section 10-4-386 Rendition of Professional Services
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-16.01 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-16.01
Section 10A-2A-16.01 Corporate Records
Status: in_force

(a) A corporation shall maintain the following records:

(1) its certificate of incorporation as currently in effect;

(2) any notices to stockholders referred to in Section 10A-2A-1.20(c)(5) specifying facts on which a filed document is dependent if those facts are not included in the certificate of incorporation or otherwise available as specified in Section 10A-2A-1.20(c)(5);

(3) its bylaws as currently in effect;

(4) all written communications within the past three years to stockholders generally;

(5) minutes of all meetings of, and records of all actions taken without a meeting by, its stockholders, its board of directors, and board committees established under Section 10A-2A-8.25; and

(6) a list of the names and business addresses of its current directors and officers .

(b) A corporation shall maintain all annual financial statements prepared for the corporation for its last three fiscal years (or any shorter period of existence) and any audit or other reports with respect to those financial statements.

(c) A corporation shall maintain accounting records in a form that permits preparation of its financial statements.

(d) A corporation shall maintain a record of its current stockholders in alphabetical order by class or series of stock showing the address of each stockholder to which notices and other communications from the corporation are to be sent, and which shall include the number and class or series of stock held by each stockholder. In addition, if a stockholder has provided an electronic mail address to the corporation or has consented to receive notices or other communications by electronic mail or other electronic transmission, the record of stockholders shall include the electronic mail or other electronic transmission address of the stockholder if notices or other communications are being delivered by the corporation to the stockholder at that electronic mail or other electronic transmission address pursuant to Section 10A-2A-1.41(d). An electronic mail address of a stockholder shall be deemed to be provided by a stockholder if it is contained in a communication to the corporation by or on behalf of the stockholder, unless the communication expressly indicates that the electronic mail address may not be used to deliver notices or other communications.

(e) A corporation shall maintain the records specified in this section in a manner so that they may be made available for inspection within a reasonable time.
Ala. Code § 10-2B-8.56 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.56
Section 10-2B-8.56 Indemnification of Officers, Employees, and Agents
Status: reserved

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

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

This article is not exclusive. Corporations may merge or exchange their shares in any other manner provided by law.
Ala. Code § 10A-9A-2.03 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-2.03
Section 10A-9A-2.03 Execution of Documents
Status: in_force

(a) A writing delivered to the Secretary of State for filing pursuant to this chapter must be signed as provided by this section.

(1) A limited partnership’s initial certificate of formation must be signed by all general partners listed in the certificate of formation.

(2) An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate of formation.

(3) An amendment designating as general partner a person admitted under Section 10A-9A-8.01(c) following the dissociation of a limited partnership’s last general partner must be signed by the person or persons so designated.

(4) Any other amendment must be signed by:

(A) at least one general partner; and

(B) each other person designated in the amendment as a new general partner.

(5) A restated certificate of formation must be signed by at least one general partner and, to the extent the restated certificate of formation effects a change under any other paragraph of this subsection, the restated certificate of formation must be signed in a manner that satisfies that paragraph.

(6) a statement of dissolution must be signed by all general partners or by the person or persons appointed pursuant to Section 10A-9A-8.03(b) or (c) to wind up the dissolved limited partnership’s activities and affairs.

(7) A statement of conversion must be signed by each general partner of the limited partnership.

(8) A statement of merger must be signed by each general partner of the limited partnership.

(9) Any other writing delivered on behalf of a limited partnership for filing must be signed by at least one general partner.

(10) A statement of withdrawal by a person pursuant to Section 10A-9A-3.06 must be signed by that person.

(11) A writing delivered on behalf of a foreign limited partnership to the Secretary of State for filing must be signed by at least one general partner of the foreign limited partnership.

(12) Any other writing delivered on behalf of any person for filing must be signed by that person.

(b) Any writing to be filed under this chapter may be signed by an agent, including an attorney-in-fact. Powers of attorney relating to the signing of the writing need not be delivered to the Secretary of State.

(c) Any writing which is required in this chapter to be signed by a person need not be signed by any person:

(1) who is deceased or dissolved or for whom a guardian or general conservator has been appointed, if the record so states; or

(2) who has previously delivered for filing with the Secretary of State a statement of dissociation or withdrawal.
Ala. Code § 10A-1-3.21 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.21
Section 10A-1-3.21 Rights of Governing Persons in Certain Cases
Status: in_force

(a) In discharging a duty or exercising a power, a governing person, including a governing person who is a member of a committee, in good faith and with ordinary care, may rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning a domestic entity or another person and prepared or presented by:

(1) an officer or employee of the entity;

(2) legal counsel;

(3) a public accountant or certified public accountant;

(4) an investment banker;

(5) a person who the governing person reasonably believes possesses professional expertise in the matter; or

(6) a committee of the governing authority of which the governing person is not a member.

(b) A governing person may not in good faith rely on the information described by subsection (a) if the governing person has knowledge of a matter that makes the reliance unwarranted.

(c) A governing person held liable on a claim is entitled to contribution from each of the other governing persons held liable on the same claim, as appropriate to achieve equity.
Ala. Code § 10-2B-11.05 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-11.05
Section 10-2B-11.05 Articles of Merger or Share Exchange
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-1.13 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-1.13
Section 10A-1-1.13 Internal Affairs. (Amended by 2026-495)
Status: in_force

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

For purposes of this title, the internal affairs of an entity include:

(1) the rights, powers, and duties of its governing authority, governing persons, officers, owners, and members; and

(2) matters relating to its membership or ownership interests, other than the right of members or owners to inspect entity records.
Ala. Code § 10-9C-114 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-114
Section 10-9C-114 Office and Agent for Service of Process
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-7.09 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-7.09
Section 10A-3A-7.09 Remote Participation in Member Meetings
Status: in_force

(a) Members of any class or voting group may participate in any meeting of members by means of remote communication to the extent the board of directors authorizes that participation for that class or voting group. Participation as a member by means of remote communication is subject to any guidelines and procedures the board of directors adopts and shall be in conformity with subsection (b).

(b) Members participating in a members’ meeting by means of remote communication shall be deemed present and may vote at that meeting if the membership nonprofit corporation has implemented reasonable measures:

(1) to verify that each person participating remotely as a member is a member; and

(2) to provide the members participating remotely a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with the proceedings.

(c) Unless the certificate of incorporation or bylaws require the meeting of members to be held at a place, the board of directors may determine that any meeting of members shall not be held at any place and shall instead be held solely by means of remote communication, but only if the membership nonprofit corporation implements the measures specified in subsection (b).
Ala. Code § 10-9C-107 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-107
Section 10-9C-107 Supplemental Principles of Law; Rate of Interest
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-171 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-171
Section 10-4-171 Right of Majority Group of Local Organization in Fraternal Property
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-4-3.02 — Alabama Code / Title 10A / Chapter 4 / Section 10A-4-3.02
Section 10A-4-3.02 Death or Disqualification of Stockholder
Status: in_force

(a) Upon the death of a stockholder of a domestic professional corporation, upon a stockholder of a domestic professional corporation becoming a disqualified person, or upon stock of a domestic professional corporation being transferred by operation of law or court decree to a disqualified person, the stock owned by the deceased stockholder or the disqualified person may be transferred to a qualified person and, if not so transferred, shall be purchased by the domestic professional corporation as provided in this section.

(b) If the purchase price of the stock is not determined in accordance with the governing documents of the domestic professional corporation or by private agreement, the domestic professional corporation, within six months after the death or 30 days after the disqualification or transfer, as the case may be, shall make a written offer to pay for the stock at a specified price deemed by the domestic professional corporation to be the fair value of the stock as of the date of the death, disqualification, or transfer. The offer shall be delivered to the personal representative of the estate of the deceased stockholder, the disqualified person, or the transferee, as the case may be, and shall be accompanied by a balance sheet of the domestic professional corporation, as of the latest available date and not more than 12 months prior to the making of the offer, and a profit and loss statement of the domestic professional corporation for the 12 months’ period ended on the date of the balance sheet.

(c) If the fair value of the stock is agreed upon between the personal representative of the estate of the deceased stockholder, the disqualified person, or the transferee, as the case may be, and the domestic professional corporation, payment therefor shall be made within 90 days after the date of the offer, or other period as the parties may agree. Upon payment of the agreed value the personal representative of the estate of the deceased member, the disqualified person, or the transferee, as the case may be, shall cease to have any interest in, or claim to, the stock.

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

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

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

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

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

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

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

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

(h)(1) A professional corporation may acquire its own stock, and, the stock so acquired shall constitute authorized but unissued stock, provided however:

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

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

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

(2) If the board of directors determines that any acquired stock was to be authorized, issued, but not outstanding in accordance with subsection (h)(1)(C), then the board of directors may thereafter determine that the acquired stock shall be converted to stock that is authorized but not issued.

(i) This section shall not require a domestic professional corporation to purchase the stock of a disqualified person if the disqualification is for less than 12 months from the date of disqualification. A domestic professional corporation may require the disqualified person to sell the disqualified person’s stock to the domestic professional corporation upon any disqualification.

(j) Any provision regarding purchase, redemption, or transfer of stock of a domestic professional corporation contained in the certificate of incorporation, bylaws, or any private agreement shall be specifically enforceable in the courts of this state.

(k) Nothing in this section shall prevent or relieve a domestic professional corporation from paying pension benefits or other deferred compensation for services rendered to or on behalf of a former stockholder as otherwise permitted by law.

(l) A domestic professional corporation may purchase its own stock from a disqualified person without regard to the availability of capital or surplus for the purchase; however, no purchase of or payment for the stock shall be made at a time when the domestic professional corporation is insolvent or when the purchase or payment would make it insolvent.

(m) The foregoing provisions of this section shall not apply to a domestic nonprofit professional corporation. Any member of a domestic nonprofit corporation who becomes a disqualified person must cease being a member not more than 12 months after the date of disqualification if he or she is then a disqualified person.
Ala. Code § 10-3A-60 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-60
Section 10-3A-60 Incorporators
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-106 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-106
Section 10-4-106 Certificates of Authority; Contracts with Public
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-8.40 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.40
Section 10A-2A-8.40 Officers
Status: in_force

(a) A corporation has the officers described in its certificate of incorporation or bylaws or appointed by the board of directors in accordance with the certificate of incorporation or bylaws.

(b) The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers if authorized by the certificate of incorporation or bylaws or the board of directors.

(c) The certificate of incorporation, bylaws, or the board of directors shall assign to an officer responsibility for maintaining and authenticating the records of the corporation required to be kept under Section 10A-2A-16.01(a).

(d) Unless the certificate of incorporation or bylaws provide otherwise, the same individual may simultaneously hold more than one office in a corporation.
Ala. Code § 10A-3-7.11 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-7.11
Section 10A-3-7.11 Procedure in Liquidation of Corporation by Court
Status: in_force

(a) In proceedings to liquidate the assets and affairs of a nonprofit corporation, the court shall have the power to issue restraining orders or injunctions, to appoint a receiver or receivers pendente lite, with the powers and duties as the court, from time to time, may direct, and to take other proceedings as may be requisite to preserve the corporate assets wherever situated, and carry on the affairs of the nonprofit corporation until a full hearing can be had.

(b) After a hearing had upon the notice as the court may direct to be given to all parties to the proceedings and to any other parties in interest designated by the court, the court may appoint a liquidating receiver or receivers with authority to collect the assets of the nonprofit corporation. The liquidating receiver or receivers shall have authority, subject to the order of the court, to sell, convey, and dispose of all or any part of the assets of the nonprofit corporation wherever situated, either at public or private sale. The order appointing the liquidating receiver or receivers shall state their powers and duties. The powers and duties may be increased or diminished at any time during the proceedings.

(c) The assets of the nonprofit corporation or the proceeds resulting from a sale, conveyance, or other disposition thereof shall be applied and distributed as follows:

(1) All costs and expenses of the court proceedings and all liabilities and obligations of the nonprofit corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor;

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

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

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

(5) Any remaining assets may be distributed to the persons, societies, organizations or domestic or foreign corporations, whether for profit or nonprofit, specified in the plan of distribution adopted as provided in this chapter, or when no plan of distribution has been adopted, as the court may direct.

(d) The court shall have power to allow, from time to time, as expenses of the liquidation compensation to the receiver or receivers and to attorneys in the proceeding, and to direct the payment thereof out of the assets of the nonprofit corporation or the proceeds of any sale or disposition of the assets.

(e) A receiver of a nonprofit corporation appointed under the provisions of this section shall have authority to sue and defend in all courts in his or her own name as receiver of the corporation. The court appointing the receiver shall have exclusive jurisdiction of the nonprofit corporation and its property, wherever situated.
Ala. Code § 10-2B-17.01 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-17.01
Section 10-2B-17.01 Application to Existing Domestic Corporations
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-1003 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1003
Section 10-9C-1003 Proper Plaintiff
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-2.01 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-2.01
Section 10A-9A-2.01 Formation of Limited Partnership; Certificate of Formation
Status: in_force

(a) In order to form a limited partnership, a person must deliver a certificate of formation for filing to the Secretary of State. Section 10A-1-3.05 shall not apply to this chapter. Instead, the certificate of formation shall set forth:

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

(2) the street address in this state, including the county, of the registered office required by Article 5 of Chapter 1;

(3) the name of the registered agent at the registered office as required by Article 5 of Chapter 1;

(4) the name and the street and mailing address of each general partner;

(5) whether the limited partnership is a limited liability limited partnership;

(6) any additional information required by Article 8 of Chapter 1 or by Article 10 of this chapter; and

(7) any other matters the partners determine to include therein which comply with Section 10A-9A-1.08.

(b) A limited partnership is formed when the certificate of formation becomes effective in accordance with Article 4 of Chapter 1.

(c) The fact that a certificate of formation has been filed and is effective in accordance with Article 4 of Chapter 1 is notice of the matters required to be included by subsections (a)(1), (a)(2), (a)(3), (a)(4), if applicable, (a)(5), and (a)(6), but is not notice of any other fact.

(d) A partnership agreement shall be entered into either before, after, or at the time of filing the certificate of formation and, whether entered into before, after, or at the time of filing, may be made effective as of the filing of the certificate of formation or at any other time or date provided in the partnership agreement.
Ala. Code § 10A-2-8.01 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.01
Section 10A-2-8.01 Requirements for and Duties of Board of Directors
Status: reserved

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

(a) Each corporation must have a board of directors.

(b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under Section 10A-2-7.32.
Ala. Code § 10A-8A-8.13 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-8.13
Section 10A-8A-8.13 Effect of Reinstatement
Status: in_force

(a) Subject to subsection (b), upon reinstatement, the partnership shall be deemed for all purposes to have continued its business or not for profit activity as if dissolution had never occurred; and each right inuring to, and each debt, obligation, and liability incurred by, the partnership after the dissolution shall be determined as if the dissolution had never occurred.

(b) The rights of persons acting in reliance on the dissolution before those persons had notice of the reinstatement shall not be adversely affected by the reinstatement.
Ala. Code § 10-8A-304 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-304
Section 10-8A-304 Statement of Denial
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-15.03 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-15.03
Section 10A-20-15.03 Procedure for Condemnation
Status: in_force

The procedure for condemnation under this article shall be in the manner provided for the condemnation of lands and rights-of-way for public use in Chapter 1A of Title 18; or, at the option of the condemning party, in the manner provided in any other statute conferring the power of eminent domain on public utility corporations.
Ala. Code § 10A-3-7.03 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-7.03
Section 10A-3-7.03 Voluntary Dissolution - Plan of Distribution of Assets
Status: in_force

A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a nonprofit corporation in the process of dissolution and shall be adopted by a nonprofit corporation for the purpose of authorizing any transfer or conveyance of assets for which this chapter requires a plan of distribution, in the following manner:

(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan of distribution or a summary thereof shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The plan of distribution shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting.

(2) If there are no members, or no members entitled to vote thereon, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of a majority of the directors in office.
Ala. Code § 10A-9-5.02 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-5.02
Section 10A-9-5.02 Liability for Contribution
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-20-8.09 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-8.09
Section 10A-20-8.09 Averments as to Loans from Parent Organization; Judgment to Provide for Repayment and Lien for Unsecured Loans
Status: in_force

The complaint in any action authorized by this article shall state whether or not the local organization obtained from the parent organization or any of its affiliated organizations a loan or grant of funds with which to defray, in whole or in part, the cost of constructing or acquiring any of the buildings or real estate included in the fraternal property sought to be withdrawn, and if the loan or grant was obtained within 20 years prior to filing the complaint, then it shall aver the amount thereof and the date the loan or grant was obtained and whether, if it be a loan, it is secured by a lien instrument. If the court grants the right to withdraw as requested in the complaint and further grants a confirmation of title to property in the local organization, free of the trust clause, it shall determine the amount of the unsecured loan or grant and that the same was made within 20 years of filing the complaint, if that be true, and shall order that the loan, if unsecured, or grant shall be repaid without interest to the date of the judgment, within a reasonable time to be fixed by the court, as a condition to granting the relief sought and shall fix a lien on the fraternal property of the local organization to secure the repayment of the unsecured loan or grant.
Ala. Code § 10A-3A-8.52 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.52
Section 10A-3A-8.52 Permitted Mandatory Indemnification
Status: in_force

A nonprofit corporation may provide in its certificate of incorporation or bylaws that the nonprofit corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director was a director of the nonprofit corporation against expenses incurred by the director in connection with the proceeding.
Ala. Code § 10A-3A-8.07 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.07
Section 10A-3A-8.07 Resignation of Directors
Status: in_force

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

(b) A resignation is effective as provided in Section 10A-3A-1.03(i) unless the resignation provides for a delayed effectiveness, including effectiveness determined upon a future event or events.
Ala. Code § 10-4-110 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-110
Section 10-4-110 Examination Power of Commissioner of Insurance
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-9.04 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-9.04
Section 10A-8A-9.04 Filings Required for Conversion; Effective Date
Status: in_force

(a) After a plan of conversion is approved:

(1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), which statement of conversion must be signed in accordance with Section 10A-8A-2.03 and which must include:

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

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

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

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

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

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

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

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

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

(J) if the converted organization is a foreign organization not authorized to conduct business or not for profit activity in this state, the street and mailing address of an office for the purposes of Section 10A-8A-9.05(b); and

(2) if the converted organization is a partnership, the converting organization shall deliver to the Secretary of State for filing a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, as applicable, which statement of partnership, statement of not for profit partnership, or statement of limited liability partnership must include, in addition to the information required by Section 10A-8A-2.02 or 10A-8A-10.01, as applicable:

(A) a statement that the partnership was converted from the converting organization;

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

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

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

(b) A conversion becomes effective:

(1) if the converted organization is a partnership, when the statement of partnership, statement of not for profit partnership, or statement of limited liability partnership takes effect; and

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

(c) If the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, then the converting organization shall deliver for filing the statement of conversion required under subsection (a)(1) and the statement, if any, required under subsection (a)(3) to the Secretary of State.

(d) If the converted organization is a partnership, the converting organization shall deliver for filing a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership required under subsection (a)(2) to the Secretary of State.

(e) If the converting organization is required to deliver for filing a statement of conversion and a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership to the Secretary of State, then the converting organization shall deliver for filing the statement of conversion and the statement of partnership, statement of not for profit partnership, or statement of limited liability partnership to the Secretary of State simultaneously.

(f) After a conversion becomes effective, if the converted organization is a partnership, then, except for (I) certified copies of documents permitted to be delivered to the judge of probate for filing pursuant to subsection (h) and (II) certified copies of statements of authority, denial, and cancellations thereof permitted to be delivered to the judge of probate for filing pursuant to Sections 10A-8A-3.03 and 10A-8A-3.04, all filing instruments required to be filed under this title regarding that converted organization shall be filed with the Secretary of State.

(g) If:

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

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

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

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

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

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

(j) The filing fees for a statement of conversion shall be as set forth in Chapter 1.
Ala. Code § 10-2B-8.58 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.58
Section 10-2B-8.58 Application of Indemnification Provisions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-1.20 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-1.20
Section 10-2B-1.20 Filing Requirements
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-34 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-34
Section 10-3A-34 Board of Directors
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-12-34 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-34
Section 10-12-34 (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.) Power of Estate of Deceased or Incompetent Member
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-14.21 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-14.21
Section 10-2B-14.21 Procedure for and Effect of Administrative Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-8A-105 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-105
Section 10-8A-105 Execution, Filing, and Recording of Statements
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8-4.05 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-4.05
Section 10A-8-4.05 Actions by Partnership and Partners
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10-2B-10.21 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-10.21
Section 10-2B-10.21 Bylaw Increasing Quorum or Voting Requirement for Shareholders
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-17-1.09 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-1.09
Section 10A-17-1.09 Effect of Judgment or Order
Status: in_force

A judgment or order against a nonprofit association is not by itself a judgment or order against a member.
Ala. Code § 10-12-1 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-1
Section 10-12-1 Short Title
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-6 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-6
Section 10-9A-6 Business Transactions of Partner with the Partnership
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-9-8.05 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-8.05
Section 10A-9-8.05 Liability After Dissolution of General Partner and Person Dissociated as General Partner to Limited Partnership, Other General Partners, and Persons Dissociated as General Partner
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-13-21 — Alabama Code / Title 10 / Chapter 13 / Section 10-13-21
Section 10-13-21 Income Tax
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-10-1.16 — Alabama Code / Title 10A / Chapter 10 / Section 10A-10-1.16
Section 10A-10-1.16 Dissolution
Status: in_force

(a) A real estate investment trust may terminate its existence by voluntary dissolution and wind up its business and affairs in the manner and on the grounds provided in the Alabama Business Corporation Law.

(b) A real estate investment trust may curtail or cease its trust activities by partially or completely distributing its assets.

(c)(1) The Attorney General may institute proceedings to dissolve a real estate investment trust which has abused, misused, or failed to use its powers. The proceedings shall be brought in the manner and on the grounds provided in the Alabama Business Corporation Law, with respect to judicial dissolution of a corporation.

(2) The venue of an action under this subsection is in a county where an officer or resident agent of the real estate investment trust is located.
Ala. Code § 10A-20-6.15 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-6.15
Section 10A-20-6.15 Review of Decisions, Etc., by Commissioner of Insurance
Status: in_force

All decisions, findings, and orders of the Commissioner of Insurance made under this article shall be subject to review, revision, and reversal by proper proceedings brought in any court of competent jurisdiction within 30 days from the date of the decision, finding, or order; and the decision of the court may be reviewed by appeal.
Ala. Code § 10-9A-201 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-201
Section 10-9A-201 Short Title
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-17-1.11 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-1.11
Section 10A-17-1.11 Appointment of Agent to Receive Service of Process
Status: in_force

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

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

(1) The name of the nonprofit association;

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

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

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

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

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

(f) An amendment to a statement appointing an agent to receive service of process shall meet the requirements for execution of an original statement.
Ala. Code § 10A-20-2.02 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-2.02
Section 10A-20-2.02 Powers of Corporation
Status: in_force

Corporations not of a business character created under this article or created by special act of the Legislature heretofore may acquire, hold, administer, distribute, or dispose of real and personal property, may take, receive, and acquire property by gift, devise, or bequest and hold, own, administer, use, distribute, and dispose of the property for the advancement, promotion, extension, or maintenance of the causes and objects as may be prescribed by the constitution and bylaws of the corporation in conformity with all lawful conditions imposed by the donor and may exercise other powers as are incident to private corporations. All such powers may be exercised by the corporation in its own right or as trustee or as personal representative.
Ala. Code § 10-3A-186 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-186
Section 10-3A-186 Conducting Affairs Without Certificate of Authority
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-7.11 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-7.11
Section 10A-1-7.11 Voluntary Withdrawal of Registration. (Amended by 2026-495)
Status: in_force

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

(a) A foreign entity registered in this state may withdraw the foreign entity’s registration at any time by filing a certificate of withdrawal as provided in Article 4.

(b) A certificate of withdrawal for a foreign entity described must state:

(1) the name of the foreign entity as set forth on its registration;

(2) the type of foreign entity and the foreign entity’s jurisdiction of formation and, in the case of a foreign limited liability partnership, the jurisdiction which laws govern the foreign limited liability partnership and its partnership agreement;

(3) the street address and mailing address, if different, of the principal office of the foreign entity;

(4) that the foreign entity no longer is transacting business in this state;

(5) that the foreign entity:

(A) revokes the authority of the foreign entity’s registered agent in this state to accept service of process; and

(B) consents that service of process in any action, suit, or proceeding stating a cause of action arising in this state during the time the foreign entity was authorized to transact business in this state may be made on the foreign entity in accordance with the Alabama Rules of Civil Procedure and any other notice or demand required or permitted by law to be served on the foreign entity may be served in a manner similar to the procedure provided for the service of process by the Alabama Rules of Civil Procedure;

(6)(A) a mailing address to which process may be mailed pursuant to the applicable service of process procedures of the Alabama Rules of Civil Procedure and to which any notice or demand required or permitted by law to be served on the foreign entity may be mailed; and

(B) a commitment by the foreign entity that if the mailing address stated in the certificate of withdrawal under paragraph (A) changes, the foreign entity will promptly amend the certificate of withdrawal to update the address; and

(7) that any money due or accrued to the state has been paid or describes the provisions that have been made for the payment of that money.

(c) A certificate from the Alabama Department of Revenue that all applicable taxes and fees have been paid must be filed with the certificate of withdrawal.

(d) If the existence or separate existence of a foreign entity registered in this state terminates, a certificate by an authorized governmental official of the entity’s jurisdiction of formation that evidences the termination shall be filed with the Secretary of State.

(e) The registration of the foreign entity terminates when a certificate of withdrawal under this section or a certificate evidencing termination under subsection (d) is filed.
Ala. Code § 10A-2A-15.15 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-15.15
Section 10A-2A-15.15 Service of Process on Foreign Corporation Acting in Fiduciary Capacity
Status: in_force

Every foreign corporation acting in a fiduciary capacity in this state pursuant to the terms of this division shall be deemed to consent to service of all legal process in any action or proceeding against it and to service of any notice or demand permitted or required by law relating to or growing out of any trust, estate, or matter in respect of which the foreign corporation shall have acted in this state in any fiduciary capacity pursuant to any means of service of process provided in Section 10A-1-5.31, Section 10A-1-5.35, or Section 10A-1-5.36.
Ala. Code § 10A-2A-8.27 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.27
Section 10A-2A-8.27 Authorization of Agreements and Other Instruments. (Amended by 2026-495)
Status: in_force

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

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

(b) If the board of directors shall have acted to approve or take other action with respect to an agreement, instrument, plan, or document that is expressly required by this chapter to be approved by the board of directors, the board of directors may, but is not required to, at any time after providing the approval or taking such other action adopt a resolution ratifying the agreement, instrument, plan, or document, and the ratification shall be deemed to be effective as of the time of the original approval or other action by the board of directors and to satisfy any requirement under this chapter that the board of directors approve or take other action with respect to the agreement, instrument, plan, or document in a specific manner or sequence.
Ala. Code § 10A-18-1.08 — Alabama Code / Title 10A / Chapter 18 / Section 10A-18-1.08
Section 10A-18-1.08 Limitations on Use of Membership List
Status: in_force

In addition to the restrictions on the use of membership lists under the Alabama Nonprofit Corporation Law:

(a) In an effort to prevent cybercrime, identity fraud, and financial crimes, an Alabama statewide trade association shall take reasonable precautions to safeguard member data, information, and contact information, including membership lists.

(b) An Alabama statewide trade association’s certificate of incorporation may provide that the Alabama statewide trade association may not disclose member lists and member data.

(c) The membership list of an Alabama statewide trade association is the property of the Alabama statewide trade association and shall be used solely for official use of the Alabama statewide trade association. The Alabama statewide trade association may provide member mailing lists for official business purposes consistent with its purpose and its certificate of incorporation.

(d) Electronic mail addresses and other electronic transmission information for members may be used in the historical and routine business of an Alabama statewide trade association and shall not be rented, sold, or otherwise provided to any other individual or organization for any other purpose unless authorized by the board of directors.

(e) Unless otherwise permitted by the certificate of incorporation or bylaws of an Alabama statewide trade association, a membership list or any part thereof may not be obtained or used by a member or members of the Alabama statewide trade association for any purpose unrelated to the interest of that member or members with respect to the member’s capacity as a member of the Alabama statewide trade association 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 Alabama statewide trade association;

(2) for any commercial purpose; or

(3) to be sold to, or purchased by, any person.
Ala. Code § 10A-2-14.01 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-14.01
Section 10A-2-14.01 Dissolution by Incorporators or Initial 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 majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering for filing to the judge of probate articles of dissolution that set forth:

(1) The name of the corporation;

(2) The date of its incorporation;

(3) Either (i) that none of the corporation’s shares has been issued or (ii) that the corporation has not commenced business;

(4) That no debt of the corporation remains unpaid;

(5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and

(6) That a majority of the incorporators or initial directors authorized the dissolution.
Ala. Code § 10A-2A-7.20 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.20
Section 10A-2A-7.20 Stockholders’ List for Meeting
Status: in_force

(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its stockholders who are entitled to notice of the stockholders’ meeting. If the board of directors fixes a different record date under Section 10A-2A-7.07(e) to determine the stockholders entitled to vote at the meeting, a corporation also shall prepare an alphabetical list of the names of all its stockholders who are entitled to vote at the meeting. Each list must be arranged by voting group (and within each voting group by class or series of stock) and contain the address of, and number and class or series of shares of stock held by, each stockholder, and if the notice or other communications regarding the meeting have been or will be sent by the corporation to a stockholder by electronic mail or other electronic transmission, the electronic mail or other electronic transmission address of that stockholder.

(b) The list of stockholders entitled to notice and to vote shall be available for inspection by any stockholder no later than the tenth day before each meeting of stockholders; provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date. The list shall be available (i) at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held or (ii) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting. In the event that the corporation determines to make a list of stockholders available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. A stockholder, or the stockholder’s agent or attorney, is entitled on written demand to inspect and, subject to the requirements of Section 10A-2A-16.02(c), to copy a list of stockholders, during regular business hours and at the stockholder’s expense, during the period it is available for inspection. A corporation may satisfy the stockholder’s right to copy a list of stockholders by furnishing a copy in the manner described in Section 10A-2A-16.03(b). A stockholder and the stockholder’s agent or attorney who inspects or is furnished a copy of a list of stockholders under this subsection (b) or who copies the list under this subsection (b) may use the information on that list only for purposes related to the meeting and its subject matter and must keep the information on that list confidential.

(c) If the corporation refuses to allow a stockholder, or the stockholder’s agent or attorney, to inspect a list of stockholders before the meeting or any adjournment (or copy a list as permitted by subsection (b)), the designated court, and if none, the circuit court for the county in which the corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation’s most recent registered office is located, on application of the stockholder, may summarily order the inspection or copying at the corporation’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.

(d) Refusal or failure to prepare or make available a list of stockholders does not affect the validity of action taken at the meeting.

(e) The stock transfer records of the corporation shall be prima facie evidence as to who are the stockholders entitled to examine the stockholders’ list or transfer records or to vote at any meeting of stockholders.
Ala. Code § 10A-1-3.16 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.16
Section 10A-1-3.16 Procedures to Restate Certificate of Formation
Status: in_force

(a) The procedure to adopt a restated certificate of formation is governed by the chapter of this title which applies to the entity.

(b) A filing entity that restates its certificate of formation shall sign and file, in the manner required by Article 4, a restated certificate of formation and accompanying statements complying with Section 10A-1-3.17.
Ala. Code § 10-8A-1109 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-1109
Section 10-8A-1109 Taxation of 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 § 10-8A-903 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-903
Section 10-8A-903 Conversion of Limited Partnership, Corporation or Limited Liability Company to Partnership
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-9.13 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-9.13
Section 10A-8A-9.13 Article Not Exclusive
Status: in_force

This article is not exclusive. This article does not preclude an entity from being converted or merged under law other than this chapter.
Ala. Code § 10A-5A-2.03 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-2.03
Section 10A-5A-2.03 When Amendment to Certificate of Formation or Restated Certificate of Formation Take Effect
Status: in_force

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

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

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

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

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

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

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

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

(3) Subdivisions (1) and (2) apply to an amendment effected by a restated certificate of formation.
Ala. Code § 10-2B-8.07 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.07
Section 10-2B-8.07 Resignation of Directors
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-145 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-145
Section 10-3A-145 Filing of Articles of Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-108 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-108
Section 10-9C-108 Name
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-17-2.03 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.03
Section 10A-17-2.03
Status: in_force

(a) The law of this state governs any decentralized unincorporated nonprofit association that is formed in this state.

(b) Each decentralized unincorporated nonprofit association’s governing principles shall identify the jurisdiction in which the decentralized unincorporated nonprofit association is formed.
Ala. Code § 10A-2A-8.22 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.22
Section 10A-2A-8.22 Notice of Meeting
Status: in_force

(a) Unless the certificate of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the place, if any, date, time, or purpose of the meeting.

(b) Unless the certificate of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least two days’ notice of the place, if any, date, time of the meeting. The notice need not describe the purpose of the special meeting unless required by the certificate of incorporation or bylaws.
Ala. Code § 10A-9A-2.05 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-2.05
Section 10A-9A-2.05 Liability for False Information in a Filed Writing
Status: in_force

If a writing delivered for filing under this chapter and filed under this chapter contains information which is false in any material respect and if such information is required to be set forth on a newly filed certificate of formation under this chapter, a person that suffers loss by reasonable reliance on the information may recover damages for the loss from:

(1) a person that signed the writing, or caused another to sign it on the person’s behalf, and knew the information to be false at the time the writing was signed; and

(2) a general partner that has notice that the information was false when the writing was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under Section 10A-9A-2.02, file a petition pursuant to Division B of Article 5 of Chapter 1, or deliver for filing a statement of change or a statement of correction pursuant to Division C of Article 5 of Chapter 1.
Ala. Code § 10A-2-13.03 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-13.03
Section 10A-2-13.03 Dissent by Nominees and Beneficial Owners
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 record shareholder may assert dissenters’ rights as to fewer than all of the shares registered in his or her name only if he or she dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf he or she asserts dissenters’ rights. The rights of a partial dissenter under this subsection are determined as if the shares to which he or she dissents and his or her other shares were registered in the names of different shareholders.

(b) A beneficial shareholder may assert dissenters’ rights as to shares held on his or her behalf only if:

(1) He or she submits to the corporation the record shareholder’s written consent to the dissent not later than the time the beneficial shareholder asserts dissenters’ rights; and

(2) He or she does so with respect to all shares of which he or she is the beneficial shareholder or over which he or she has power to direct the vote.
Ala. Code § 10-13-19 — Alabama Code / Title 10 / Chapter 13 / Section 10-13-19
Section 10-13-19 Liability of Trustee
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3B-4 — Alabama Code / Title 10 / Chapter 3B / Section 10-3B-4
Section 10-3B-4 Governance
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-102 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-102
Section 10-4-102 Health Care Facilities Which May Participate
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-8.32 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.32
Section 10-2B-8.32 Depreciating Stocks or Bonds of Corporation with Intent to Buy
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-7.05 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-7.05
Section 10A-8A-7.05 Continued Use of Partnership Name
Status: in_force

Continued use of a partnership name, or a person’s name that is dissociated as a partner as part thereof, by partners continuing the business or not for profit activity does not of itself make the person dissociated as a partner liable for an obligation of the partners or the partnership continuing the business or not for profit activity.
Ala. Code § 10A-3A-9.22 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-9.22
Section 10A-3A-9.22 Bylaw Amendments Requiring Member Approval
Status: in_force

In a membership nonprofit corporation, except as provided in the certificate of incorporation or bylaws:

(a) The board of directors of a membership nonprofit corporation that has one or more members at the time may not adopt or amend a bylaw under:

(1) Section 10A-3A-6.10 providing that some of the members shall have different rights or obligations than other members with respect to voting, dissolution, transfer of memberships, or other matters;

(2) Section 10A-3A-6.13 levying dues, assessments, or fees on some or all of the members;

(3) Section 10A-3A-6.21 relating to the termination or suspension of members;

(4) Section 10A-3A-8.08(a):

(i) requiring cause to remove a director; or

(ii) specifying what constitutes cause to remove a director; or

(5) Section 10A-3A-8.08(e) relating to the removal of a director who is designated in a manner other than election or appointment.

(b) The board of directors of a membership nonprofit corporation may not amend the certificate of incorporation or bylaws to vary the application of subsection (a) to the membership nonprofit corporation.

(c) If a membership nonprofit corporation has more than one class of members, the members of a class are entitled to vote as a separate voting group on an amendment to the bylaws that:

(1) is described in subsection (a) if the amendment would affect the members of that class differently than the members of another class; or

(2) has any of the effects described in Section 10A-3A-9.04.

(d) If a class of members will be divided into two or more classes by an amendment to the bylaws, the amendment must be approved by a majority of the members of each class that will be created.
Ala. Code § 10A-2A-15.10 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-15.10
Section 10A-2A-15.10 Definitions
Status: in_force

The term “foreign corporation,” as used in this division, shall mean:

(1) Any bank or other corporation now or hereafter organized or existing under the laws of any state of the United States other than this state; and

(2) Any national banking association or other corporation organized under the laws of the United States having its principal place of business in any state of the United States other than this state.
Ala. Code § 10-2B-15.02 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-15.02
Section 10-2B-15.02 Consequences of Transacting Business Without Authority
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-11.07 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-11.07
Section 10A-2A-11.07 Effect of Merger or Stock Exchange
Status: in_force

(a) When a merger becomes effective:

(1) the surviving organization continues or, in the case of a surviving organization created pursuant to the merger, comes into existence;

(2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity;

(3) except as provided in the plan of merger, all property owned by, and every contract right possessed by, each constituent organization that ceases to exist vests in the surviving organization without transfer, reversion, or impairment and the title to any property and contract rights vested by deed or otherwise in the surviving organization shall not revert, be in any way impaired, or be deemed to be a transfer by reason of the merger;

(4) all debts, obligations, and other liabilities of each constituent organization, other than the surviving organization, are debts, obligations, and liabilities of the surviving organization, and neither the rights of creditors, nor any liens upon the property of any constituent organization, shall be impaired by the merger;

(5) an action or proceeding pending by or against any constituent organization continues as if the merger had not occurred and the name of the surviving organization may, but need not be, substituted in any pending proceeding for the name of any constituent organization whose separate existence ceased in the merger;

(6) except as prohibited by law other than this chapter or as provided in the plan of merger, all the rights, privileges, franchises, immunities, powers, and purposes of each constituent organization, other than the surviving organization, vest in the surviving organization;

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

(8) except as otherwise agreed, if a constituent organization that is a corporation ceases to exist, the merger does not dissolve the corporation;

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

(A) if it is a corporation, the certificate of incorporation and bylaws become effective; or

(B) if it is an organization other than a corporation, the organizational documents that create the organization becomes effective;

(10) if the surviving organization existed before the merger, any amendments provided for in the statement of merger for the organizational documents of that organization become effective;

(11) the stock of each corporation or foreign corporation that is a constituent organization to the merger, and the eligible interests in an eligible entity that is a constituent organization, that are to be converted in accordance with the terms of the merger into stock or other securities, eligible interests, obligations, rights to acquire stock, other securities, or eligible interests, cash, other property, or any combination of the foregoing, are converted, and the former holders of stock or eligible interests are entitled only to the rights provided to them by those terms or to any rights they may have under Article 13 or the governing statute governing the eligible entity or foreign corporation;

(12) if the surviving organization exists before the merger:

(i) except as provided in the plan of merger, all property and contract rights of the surviving organization remain its property and contract rights without transfer, reversion, or impairment;

(ii) the surviving organization remains subject to all its debts, obligations, and other liabilities; and

(iii) except as provided by law other than this chapter or the plan of merger, the surviving organization continues to hold all of its rights, privileges, franchises, immunities, powers and purposes.

(b) When a stock exchange becomes effective, the stock in the acquired entity that is to be exchanged for stock or other securities, obligations, rights to acquire stock, other securities, cash, other property, or any combination of the foregoing, are entitled only to the rights provided to them in the plan of stock exchange or to any rights they may have under Article 13 or under the governing statute governing the acquired entity.

(c) A surviving organization that is a foreign organization:

(1) consents to the jurisdiction of this state to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the debt, obligation, or other liability;

(2) consents that if it fails to designate or maintain a registered agent, or the designated registered agent cannot with reasonable diligence be served, then the service of process on that surviving organization for the purposes of enforcing a debt, obligation, or other liability under this subsection and for enforcing the rights of stockholders of each corporation that is a constituent organization who exercise appraisal rights may be made in the same manner and has the same consequences as provided in Section 10A-1-5.35; and

(3) agrees that it will promptly pay the amount, if any, to which stockholders referred to in clause (2) of this subsection (c) are entitled under Article 13.
Ala. Code § 10A-9A-4.06 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-4.06
Section 10A-9A-4.06 Management Rights of General Partner
Status: in_force

(a) Each general partner has equal rights in the management and conduct of the limited partnership’s activities and affairs. Except as expressly provided in this chapter, any matter relating to the activities and affairs of the limited partnership is decided exclusively by the general partner or, if there is more than one general partner, by a majority of the general partners.

(b) The consent of all of the partners is necessary to:

(1) amend the partnership agreement;

(2) amend the certificate of formation to add or delete a statement that the limited partnership is a limited liability limited partnership; and

(3) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership’s property, with or without the good will, other than in the usual and regular course of the limited partnership’s activities and affairs.

(c) A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities and affairs of the limited partnership or for the preservation of its activities and affairs or its property.

(d) A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute.

(e) A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection (c) or (d) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.

(f) A general partner is not entitled to remuneration for services performed for the partnership.

(g) A limited partnership may indemnify and hold harmless a partner or other person, pay in advance or reimburse expenses incurred by a partner or other person, and purchase and maintain insurance on behalf of a partner or other person.
Ala. Code § 10-2B-10.04 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-10.04
Section 10-2B-10.04 Voting on Amendments by Voting Groups
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-2.03 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-2.03
Section 10A-8A-2.03 Execution, Filing, and Recording of Statements
Status: in_force

(a) A statement may be delivered to the Secretary of State for filing. A certified copy of a statement of authority that was filed by the Secretary of State may be delivered to a judge of probate for filing in accordance with Section 10A-8A-3.03(f) and (g). A certified copy of a statement that is filed in an office in another jurisdiction may be delivered to the Secretary of State for filing, and once filed by the Secretary of State, in the case of a statement of authority which is intended to have a similar effect to that of a statement of authority under Section 10A-8A-3.03(f) or (g), may be delivered to the judge of probate for filing in accordance with Section 10A-8A-3.03(f) or (g). Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state.

(b) A certified copy of statement of authority filed in the office of the Secretary of State and delivered to the judge of probate for filing in the county or counties in which the partnership has real property, without more, shall have the effect of a recorded statement under this chapter with respect to real property located in that county or those counties. Any statement of authority recorded under the preceding sentence that is not a certified copy of a statement of authority filed in the office of the Secretary of State does not have the effect provided for recorded statements of authority in this chapter.

(c) Except as specifically provided otherwise in this chapter, a statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.

(d) Except as specifically provided otherwise in this chapter, a person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.

(e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every partner and to any other person named in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.

(f) The Secretary of State may collect a fee for filing or providing a certified copy of a statement in the amount prescribed in Section 10A-1-4.31. The office of the judge of probate may collect a fee for recording a certified copy of statement in the amount prescribed in Section 10A-1-4.31.

(g) Each statement permitted or required under this chapter to be delivered for filing to the Secretary of State or judge of probate is a filing instrument.
Ala. Code § 10A-9A-5.02 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-5.02
Section 10A-9A-5.02 Liability for Contribution
Status: in_force

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

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

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

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

(e) A promise by a partner to make a contribution to a limited partnership is not enforceable unless set forth in a writing signed by the partner.
Ala. Code § 10-13-14 — Alabama Code / Title 10 / Chapter 13 / Section 10-13-14
Section 10-13-14 Amendment of Declaration
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3B-3 — Alabama Code / Title 10 / Chapter 3B / Section 10-3B-3
Section 10-3B-3 Supplementary General Principles of Law and Equity
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-10-7 — Alabama Code / Title 10 / Chapter 10 / Section 10-10-7
Section 10-10-7 Stock and Nonstock Associations; Nature and Transferability of Members’ Interests
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-11.02 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-11.02
Section 10A-8A-11.02 Severability Clause
Status: in_force

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
Ala. Code § 10-9C-113 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-113
Section 10-9C-113 Dual Capacity
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-408 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-408
Section 10-9C-408 General Standards of General Partner’s Conduct
Status: reserved

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

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-8.56 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.56
Section 10A-3A-8.56 Indemnification of Officers
Status: in_force

(a) A nonprofit corporation may indemnify and advance expenses under this Division E of this Article 8 to an officer who is a party to a proceeding because he or she is an officer:

(1) to the same extent as a director; and

(2) if he or she is an officer but not a director, to such further extent as may be provided by the certificate of incorporation or the bylaws, or by a resolution adopted or a contract approved by the board of directors or members except for

(i) liability in connection with a proceeding by the nonprofit corporation other than for expenses incurred in connection with the proceeding, or

(ii) liability arising out of conduct that constitutes

(A) receipt by the officer of a financial benefit to which the officer is not entitled,

(B) an intentional infliction of harm on the nonprofit corporation or the members, or

(C) an intentional violation of criminal law.

(b) Subsection (a)(2) shall apply to an officer who is also a director if the person is made a party to the proceeding based on an act or omission solely as an officer.

(c) An officer who is not a director is entitled to indemnification under Section 10A-3A-8.52 if the certificate of incorporation or bylaws of the nonprofit corporation allows for such indemnification, and may apply to a court under Section 10A-3A-8.54 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those sections, unless otherwise provided in the certificate of incorporation or bylaws.
Ala. Code § 10A-2A-8.59 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.59
Section 10A-2A-8.59 Exclusivity of Division
Status: in_force

A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this Division E.
Ala. Code § 10A-20-15.02 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-15.02
Section 10A-20-15.02 Duty to Serve Public
Status: in_force

Any corporation which exercises any of the rights conferred by this article shall, after the completion of its works and plants, be under the duty and obligation to the public to manufacture and sell to the public electric current produced at its plants; and any corporation manufacturing, selling, and supplying power, heat, light, or electricity produced by water as a motive force under this article must sell such power, heat, light, or electricity to any person or persons, municipal or other corporations, in order in which requests or demands are made for such light, heat, power, or electricity; provided, that nothing in this section shall be construed to require any corporation to furnish light, heat, power, or electricity to any person or corporation, until satisfied of the financial responsibility of the person or corporation, except in conformity with its reasonable rules and regulations and reasonable prices for the same and except as far as the capacity of its plant will permit.
Ala. Code § 10-2B-8.43 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.43
Section 10-2B-8.43 Resignation and Removal of Officers
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-6.23 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-6.23
Section 10A-2A-6.23 Stock Dividends
Status: in_force

(a) Unless the certificate of incorporation provides otherwise, stock may be issued pro rata and without consideration to the corporation’s stockholders or to the stockholders of one or more classes or series of stock. An issuance of stock under this subsection is a stock dividend.

(b) Stock of one class or series may not be issued as a stock dividend in respect of stock of another class or series unless (i) the certificate of incorporation so authorizes, (ii) a majority of the votes entitled to be cast by the class or series to be issued approve the issuance, or (iii) there is no outstanding stock of the class or series to be issued.

(c) The board of directors may fix the record date for determining stockholders entitled to a stock dividend, which date may not be retroactive. If the board of directors does not fix the record date for determining stockholders entitled to a stock dividend, the record date is the date the board of directors authorizes the stock dividend.
Ala. Code § 10A-1-7.21 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-7.21
Section 10A-1-7.21 Transaction of Business Without Registration; Generally
Status: in_force

(a) A foreign entity transacting business in this state, except a corporation or other organization formed pursuant to federal law, may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.

(b) The failure of a foreign entity to register in this state does not impair the validity of any contract or act of the foreign entity or prevent the foreign entity from defending any action, suit, or proceeding in any court of this state.

(c) A foreign entity, by transacting business in this state without registration, shall be deemed to consent to service of process with respect to causes of action arising out of business transacted in this state, or to service of any notice or demand required or permitted by law, by registered mail addressed to the foreign entity at the office required to be maintained in the state or other jurisdiction where it is organized, or, if not so required, at the principal office of the entity, or by serving the entity by any method permitted under Sections 10A-1-5.35 and 10A-1-5.36.

(d) The liability of an owner or owners of a foreign entity is governed by the laws of the state or other jurisdictions where it is organized, and any limitations on that liability are not waived solely by reason of having transacted business in Alabama without registration.

(e) This division applies to a foreign entity transacting business in this state without registering with the Secretary of State.
Ala. Code § 10A-1-2.17 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-2.17
Section 10A-1-2.17 Business Transactions of Owner with Entity. (Amended by 2026-495)
Status: in_force

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

Except as otherwise provided in the governing documents or in the specific article that applies to that entity, an owner may lend money to and transact any lawful business with the entity and, subject to other applicable law, have the same rights and obligations with respect thereto as a person who is not an owner.
Ala. Code § 10-8A-905 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-905
Section 10-8A-905 Merger of Partnerships and Business Entities
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-5A-5.01 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-5.01
Section 10A-5A-5.01 Member’s Transferable Interest
Status: in_force

The only interest of a member that is transferable is the member’s transferable interest. A transferable interest is personal property.
Ala. Code § 10A-1-6.32 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-6.32
Section 10A-1-6.32 Reports of Indemnification and Advances
Status: in_force

(a) An enterprise shall report in writing to the owners or members of the enterprise an indemnification of or advance of expenses to a governing person.

(b) Subject to subsection (c), the report must be made with or before the notice or waiver of notice of the next meeting of the owners or members of the enterprise and before the next submission to the owners or members of a consent to action without a meeting.

(c) A report required by this section must be made not later than the first anniversary of the date of the indemnification or advance.
Ala. Code § 10-4-192 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-192
Section 10-4-192 Powers
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-3.05 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-3.05
Section 10A-9-3.05 Limited Duties of Limited Partners
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-9A-20 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-20
Section 10-9A-20 Certificate of Limited Partnership
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-8A-703 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-703
Section 10-8A-703 Dissociated Partner’s Liability to Other Persons
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-4.05 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-4.05
Section 10A-8A-4.05 Sharing of Distributions Before Dissolution
Status: in_force

All partners shall share equally in any distributions made by a partnership before its dissolution and winding up.
Ala. Code § 10-8A-504 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-504
Section 10-8A-504 Partner’s Transferable Interest Subject to Charging Order
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-5.01 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-5.01
Section 10A-9-5.01 Form of Contribution
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-9-9.06 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-9.06
Section 10A-9-9.06 Revocation of Certificate of Authority
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-2B-8.44 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.44
Section 10-2B-8.44 Contract Rights of Officers
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-5A-4.01 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-4.01
Section 10A-5A-4.01 Admission of Members
Status: in_force

(a) The initial member or members of a limited liability company are admitted as a member or members upon the formation of the limited liability company.

(b) After formation of a limited liability company, a person is admitted as a member of the limited liability company:

(1) as provided in the limited liability company agreement;

(2) as the result of a transaction effective under Article 10 of this chapter or Article 8 of Chapter 1;

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

(4) as provided in Section 10A-5A-7.01(c)(1) or (c)(2).

(c) A person may be admitted as a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company. A person may be admitted as the sole member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company.
Ala. Code § 10A-2-8.21 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.21
Section 10A-2-8.21 Action Without Meeting
Status: reserved

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

(a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.

(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.

(c) A consent signed under this section has the effect of a meeting vote and may be so described in any document.
Ala. Code § 10A-9A-1.11 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-1.11
Section 10A-9A-1.11 Required Information
Status: in_force

A limited partnership shall maintain the following information:

(1) A current list of the full name and last known business or residential street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order.

(2) Copies of the filed certificate of formation and all amendments thereto, together with signed copies of any powers of attorney under which any certificate of formation, amendment, or restatement has been signed.

(3) Copies of any filed statement of conversion or merger.

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

(5) Copies of the then effective partnership agreement and any amendment thereto.

(6) Copies of any financial statement of the limited partnership for the three most recent years.

(7) Copies of any writing made by the limited partnership during the past three years of any approval or consent given by or taken of any partner pursuant to this chapter or the partnership agreement.

(8) Unless contained in a partnership agreement made in a writing, a writing stating:

(A) the amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner;

(B) the times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;

(C) for any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and

(D) any events upon the happening of which the limited partnership is to be dissolved and its activities and affairs wound up.
Ala. Code § 10-3A-146 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-146
Section 10-3A-146 Involuntary Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-2.07 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-2.07
Section 10-2B-2.07 Emergency Bylaws
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-3.42 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.42
Section 10A-1-3.42 Form and Validity of Certificates; Enforcement of Entity’s Rights; Abbreviations
Status: in_force

(a) A certificated ownership interest in a domestic entity may contain an impression of the seal of the entity, if any. A facsimile of the entity’s seal may be printed or lithographed on the certificate.

(b) If a domestic entity is authorized to issue ownership interests of more than one class or series, each certificate representing ownership interests that is issued by the entity must conspicuously state on the front or back of the certificate:

(1) the designations, preferences, limitations, and relative rights of the ownership interests of each class or series to the extent they have been determined and the authority of the governing authority to make those determinations as to subsequent classes or series; or

(2) that the information required by subsection (1) is stated in the domestic entity’s governing documents and that the domestic entity, on written request to the entity’s principal office or registered office, will provide a free copy of that information to the record holder of the certificate.

(c) A certificate representing ownership interests must state on the front of the certificate:

(1) that the domestic entity is organized under the laws of this state;

(2) the name of the person to whom the certificate is issued;

(3) the number and class of ownership interests and the designation of the series, if any, represented by the certificate; and

(4) if the ownership interests are shares, the par value of each share represented by the certificate, or a statement that the shares are without par value.

(d) A certificate representing ownership interests that is subject to a restriction, placed by or agreed to by the domestic entity pursuant to this title on the transfer or registration of the transfer of the ownership interests must conspicuously note the existence of the restriction on the front or back of the certificate. Even if not so noted, a restriction is enforceable against a person with actual knowledge of the restriction.

(e) Abbreviations may be used in the inscribing of certificates representing ownership interests. Without limiting the use of other abbreviations, however, the following or substantially similar abbreviations may be used in the inscribing of such certificates, and shall be construed as though they were written out in full and shall be accorded the meaning ascribed herein.
Ala. Code § 10-8A-503 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-503
Section 10-8A-503 Transfer of Partner’s Transferable Interest
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-322 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-322
Section 10-4-322 Procedure for Condemnation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-8.09 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-8.09
Section 10A-9A-8.09 Disposition of Assets, When Contributions Required
Status: in_force

Upon the winding up of a limited partnership, the assets of the limited partnership, including any obligation under Article 5 of this chapter, and any contribution required by this section, shall be applied as follows:

(a) Payment, or adequate provision for payment, shall be made to creditors, including, to the extent permitted by law, partners who are creditors, in satisfaction of liabilities of the limited partnership.

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

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

(2) then to each person owning a transferable interest in the proportions in which the owners of transferable interests share in distributions before dissolution.

(c) If the limited partnership does not have sufficient surplus to comply with subsection (b)(1), any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.

(d) If a limited partnership’s assets are insufficient to satisfy all of its obligations under subsection (a), with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply:

(1) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under Section 10A-9A-6.07 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.

(2) If a person does not contribute the full amount required under paragraph (1) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by paragraph (1) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred.

(3) If a person does not make the additional contribution required by paragraph (2), further additional contributions are determined and due in the same manner as provided in that paragraph.

(e) A person that makes an additional contribution under subsection (d)(2) or (3) may recover from any person whose failure to contribute under subsection (d)(1) or (2) necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person’s liability under this subsection may not exceed the amount the person failed to contribute.

(f) The estate of a deceased individual is liable for the person’s obligations under this section.

(g) An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person’s obligation to contribute under subsection (d).
Ala. Code § 10-3A-36 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-36
Section 10-3A-36 Vacancies
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-5A-9.02 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-9.02
Section 10A-5A-9.02 Right of Derivative Action
Status: in_force

(a) A member may commence or maintain a derivative action in the right of a limited liability company to enforce a right of the limited liability company by complying with this article.

(b) A member associated with a series of a limited liability company may commence or maintain a derivative action in the right of the series to enforce a right of the series by complying with this article.
Ala. Code § 10-4-3 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-3
Section 10-4-3 Certificate of Incorporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-144 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-144
Section 10-9A-144 Settling of Accounts; Applicability of Section
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-2-6.04 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-6.04
Section 10A-2-6.04 Fractional 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) A corporation may:

(1) Issue fractions of a share or pay in money the value of fractions of a share;

(2) Arrange for disposition of fractional shares by the shareholders;

(3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.

(b) Each certificate representing scrip must be conspicuously labeled “scrip” and must contain the information required by Section 10A-1-3.42(c).

(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.

(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:

(1) That the scrip will become void if not exchanged for full shares before a specified date; and

(2) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
Ala. Code § 10A-2-8.07 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.07
Section 10A-2-8.07 Resignation 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) A director may resign at any time by delivering written notice to the board of directors, its chair, or to the corporation.

(b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
Ala. Code § 10A-21-2.13 — Alabama Code / Title 10A / Chapter 21 / Section 10A-21-2.13
Section 10A-21-2.13 Operation of Railroads or Canals Without State and Making Extensions Within State by Railroad, Mining, Manufacturing, and Quarrying Companies
Status: in_force

Railroads, mining, manufacturing, and quarrying companies may purchase, lease, or acquire in any other manner, hold and operate a railroad or railroads or canals without this state for the purpose of making extensions or connections, and within this state may extend their roads or may construct and operate branch roads from any point or points on their lines and may also construct and operate second tracks, roads, or branch roads connecting any two points on their lines. The purchase must be made by resolution of the board of directors, which must be submitted to a meeting of the stockholders, called for the purpose of its consideration; at the meeting the resolution must be approved by the vote of holders of the larger amount in value of the stock, and if the resolution is so approved, a copy thereof and of the proceedings of the meeting of the stockholders, certified by the president and the secretary under the corporate seal, must be filed and recorded in the office of the Secretary of State. The extension or construction of the branch and second tracks or roads must be made by resolution of the board of directors, to be entered in the record of the proceedings of the corporation, designating the point from which and the point to which the extension or second tracks or roads, or branch roads, are to be constructed. A copy of the resolution, certified by the president and secretary under the corporate seal, must be filed in the office of the Secretary of State; and thereafter, for the purpose of making the extension or building the branch and second tracks or roads, the corporation shall have all the rights, powers, and immunities which are now or may hereafter, by the laws of this state, be granted to and vested in railroad corporations under and by virtue of the general corporation laws of this state.
Ala. Code § 10A-1-4.24 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-4.24
Section 10A-1-4.24 Filing Certificate of Correction. (Amended by 2026-495)
Status: in_force

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

The certificate of correction shall be filed with and acted on by the filing officer as provided in Section 10A-1-4.02.
Ala. Code § 10A-3A-9.01 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-9.01
Section 10A-3A-9.01 Authority to Amend
Status: in_force

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

(b) Neither (i) a member of a membership nonprofit corporation nor (ii) a person having rights under the certificate of incorporation, has a vested property right resulting from any provision in the certificate of incorporation, including provisions relating to management, control, purpose, or duration of the nonprofit corporation.
Ala. Code § 10-2A-312 — Alabama Code / Title 10 / Chapter 2A / Section 10-2A-312
Section 10-2A-312 Shareholders’ Option to Dissolve Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-14-4 — Alabama Code / Title 10 / Chapter 14 / Section 10-14-4
Section 10-14-4 Revocation of Election
Status: reserved

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