Ala. Code § 10A-2-10.03 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-10.03
Section 10A-2-10.03 Amendment 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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 one or more amendments to the articles of incorporation for submission to the shareholders.

(b) For the amendments to be adopted:

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

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

(c) Subject to the corporation’s articles of incorporation, the board of directors may condition its submission of the proposed amendment 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 of meeting must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.

(e) Unless this chapter, the articles of incorporation, or the board of directors, acting pursuant to subsection (c), require a greater vote or a vote by voting groups, the amendment to be adopted must be approved by:

(1) A majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters’ rights; and

(2) The votes required by Sections 10A-2-7.25 and 10A-2-7.26 by every other voting group entitled to vote on the amendment.
Ala. Code § 10A-9A-9.08 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-9.08
Section 10A-9A-9.08 Proceeds and Expenses
Status: in_force

(a) Except as otherwise provided in subsection (b):

(1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff; and

(2) if the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.

(b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, from the recovery of the limited partnership.
Ala. Code § 10-3A-82 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-82
Section 10-3A-82 Articles of Amendment
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-149 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-149
Section 10-4-149 Amendment of Articles of Incorporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-42 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-42
Section 10-3A-42 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-2-13.32 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-13.32
Section 10A-2-13.32 Status of Shares After Payment
Status: reserved

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

Shares acquired by a corporation pursuant to payment of the agreed value therefor or to payment of the judgment entered therefor, as in this chapter provided, may be held and disposed of by the corporation as in the case of other treasury shares, except that, in the case of a merger or share exchange, they may be held and disposed of as the plan of merger or share exchange may otherwise provide.
Ala. Code § 10A-21-2.09 — Alabama Code / Title 10A / Chapter 21 / Section 10A-21-2.09
Section 10A-21-2.09 Rights of Condemning Corporations in Selection of Routes and Sites
Status: in_force

Railroads, street railroads, mining, manufacturing, power, quarrying, telegraph, telephone, pipeline, and other corporations having rights and powers to condemn:

(1) May cause such examinations and surveys for their proposed railroads, pipelines, lines, facilities, apparatus, or equipment as may be necessary to the selection of the most advantageous routes and sites; and for such purpose, may, by their officers, agents, and servants, enter upon the lands and waters of any person, subject to liability for all damages done thereto;

(2) May, in the construction of their lines or sites, cross navigable streams, but must not impede the navigation thereof;

(3) May use, cross, or change public roads, when necessary, in the construction of their railways, switches, branches, lines, pipelines, facilities, apparatus, equipment, or buildings, but must place the public road so crossed, used, or changed in condition satisfactory to the county authorities having the control thereof and, where practicable, the railroads must go over, or under, the public roadway or railroad track; and

(4) May cross or intersect with any other railroad or street railway and, if the crossing or intersection cannot be made by contract or agreement, may acquire the rights thereto by condemnation in the mode provided by law.
Ala. Code § 10A-9A-9.06 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-9.06
Section 10A-9A-9.06 Stay of Proceedings
Status: in_force

For the purpose of allowing the general partners and the limited partnership time to undertake an inquiry into the allegations made in the demand or complaint commenced pursuant to this article, the court may stay any derivative action for the period the court deems appropriate.
Ala. Code § 10A-3A-13.09 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-13.09
Section 10A-3A-13.09 Nonexclusive
Status: in_force

This article is not exclusive. This article does not preclude a nonprofit corporation from converting under law other than this chapter.
Ala. Code § 10-4-191 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-191
Section 10-4-191 Officers; Constitution; Bylaws
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-15.13 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-15.13
Section 10A-2A-15.13 Foreign Corporation Acting as Fiduciary Not Deemed Doing Business in This State
Status: in_force

A foreign corporation, insofar as it acts in a fiduciary capacity in this state pursuant to the provisions of this division, shall not be deemed to be transacting business in this state, but no foreign corporation acting in a fiduciary capacity in this state pursuant to the provisions of this division without registering to transact business in this state pursuant to this title or other applicable provisions of law shall establish or maintain in this state a place of business, branch office, or agency for the conduct of business as a fiduciary. Nothing contained in this division shall diminish the authority of out-of-state banks and trust companies to establish or acquire and maintain trust offices or representative trust offices, or both, under the provisions of Chapter 11A of Title 5.
Ala. Code § 10-2B-8.33 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.33
Section 10-2B-8.33 Liability for Unlawful Distributions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-14.03 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-14.03
Section 10A-2-14.03 Articles 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) At any time after dissolution is authorized, the corporation may dissolve by delivering to the judge of probate for filing articles of dissolution setting forth:

(1) The name of the corporation;

(2) The date dissolution was authorized;

(3) If dissolution was approved by the shareholders:

(i) The number of votes entitled to be cast on the proposal to dissolve; and

(ii) Either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval.

(4) If voting by voting groups was required, the information required by subparagraph (3) must be separately provided for each voting group entitled to vote separately on the plan to dissolve.

(5) If dissolution was approved by written consent of all shareholders under Section 10A-2-14.02(f), a statement to that effect in lieu of the information required by subparagraphs (3) and (4), and a copy of the written consent or consents signed by all shareholders of the corporation.

(b) A corporation is dissolved upon the effective date of its articles of dissolution.
Ala. Code § 10A-8A-1.08 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-1.08
Section 10A-8A-1.08 Effect of Partnership Agreement; Nonwaivable Provisions
Status: in_force

(a) Except as otherwise provided in subsections (b) and (c):

(1) the partnership agreement governs relations among the partners as partners and between the partners and the partnership; and

(2) to the extent the partnership agreement does not otherwise provide for a matter described in subsection (a)(1), this chapter governs the matter.

(b)(1) To the extent that, at law or in equity, a partner or other person has duties, including fiduciary duties, to a partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement, the partner’s or other person’s duties may be expanded or restricted or eliminated by provisions in a written partnership agreement, but the implied contractual covenant of good faith and fair dealing may not be eliminated.

(2) A written partnership agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties, including fiduciary duties, of a partner or other person to a partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement, but a partnership agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.

(3) A partner or other person shall not be liable to a partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement for breach of fiduciary duty for the partner’s or other person’s good faith reliance on the partnership agreement.

(4) A partnership agreement may provide that:

(A) a partner , dissociated partner, or transferee who fails to perform in accordance with, or to comply with the terms and conditions of, the partnership agreement shall be subject to specified penalties or specified consequences;

(B) at the time or upon the happening of events specified in the partnership agreement, a partner , dissociated partner, or transferee may be subject to specified penalties or specified consequences ; and

(C) subject to Section 10A-8A-1.08(c), an act or transaction under the partnership agreement by the partnership, a partner, a dissociated partner, or a transferee is void or voidable.

(5) A penalty or consequence that may be specified under paragraph (4) of this subsection may include and take the form of reducing or eliminating the defaulting partner’s or transferee’s proportionate transferable interest in a partnership, subordinating the partner’s or transferee’s transferable interest to that of non-defaulting partners or transferees, forcing a sale of that transferable interest, forfeiting the defaulting partner’s or transferee’s transferable interest, the lending by other partners or transferees of the amount necessary to meet the defaulting partner’s or transferee’s commitment, a fixing of the value of the defaulting partner’s or transferee’s transferable interest by appraisal or by formula and redemption or sale of the transferable interest at that value, or other penalty or consequence.

(6) A written partnership agreement may supersede, in whole or in part, the provisions of Division C and Division D of Article 3 of Chapter 1.

(c) A partnership agreement may not:

(1) vary the nature of the partnership as a separate legal entity under Section 10A-8A-1.04(a);

(2) vary a partnership’s power under Section 10A-8A-1.05 to sue, be sued, and defend in its own name;

(3) vary the law applicable to a limited liability partnership under Section 10A-8A-1.06;

(4) restrict rights under this chapter of a person other than a partner, a dissociated partner, or a transferee;

(5) vary the requirements of Section 10A-8A-2.03;

(6) unreasonably restrict the right of access to books and records under Section 10A-8A-4.10, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;

(7) eliminate the implied contractual covenant of good faith and fair dealing as provided under Section 10A-8A-1.08(b)(1);

(8) eliminate or limit the liability of a partner or other person for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing as provided under Section 10A-8A-1.08(b)(2);

(9) waive the requirements of Section 10A-8A-4.04(e);

(10) reduce the limitations period specified under Section 10A-8A-4.09(e) for an action commenced under other applicable law;

(11) waive the prohibition on issuance of a certificate of a transferable interest in bearer form under Section 10A-8A-5.02(c);

(12) vary the power of a person to dissociate as a partner under Section 10A-8A-6.02(a) except that the partnership agreement may require that the notice under Section 10A-8A-6.01(1) be in a writing or in a specific form thereof;

(13) vary the right of a court to expel a partner in the events specified in Section 10A-8A-6.01(5);

(14) vary the power of a court to decree dissolution in the circumstances specified in Section 10A-8A-8.01(4) or (5);

(15) vary the requirement to wind up the partnership’s business or not for profit activity as specified in Section 10A-8A-8.01(4), (5), (6), or (7);

(16) vary the right of a partner to approve or consent to the cancellation of a statement of limited liability partnership as specified in Section 10A-8A-10.01(m);

(17) vary the rights of a partner under Section 10A-8A-9.10 ; or

(18) vary the provisions of Section 10A-8A-1.14(c), (d), or (e).
Ala. Code § 10A-20-7.06 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-7.06
Section 10A-20-7.06 Membership - Withdrawal
Status: in_force

(a) Membership in the corporation shall be for the duration of the corporation; provided, that upon written notice given to the corporation five years in advance, a member may withdraw from membership in the corporation at the expiration date of the notice.

(b) A member shall not be obligated to make any loans to the corporation pursuant to calls made subsequent to notice of the intended withdrawal of the member.
Ala. Code § 10A-9A-8.04 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-8.04
Section 10A-9A-8.04 Power of General Partner and Person Dissociated as General Partner to Bind Partnership After Dissolution
Status: in_force

(a) A limited partnership is bound by a general partner’s act after dissolution which:

(1) is appropriate for winding up the limited partnership’s activities and affairs; or

(2) would have bound the limited partnership under Section 10A-9A-4.02 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.

(b) A person dissociated as a general partner binds a limited 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 general partner; and

(2) the act:

(A) is appropriate for winding up the limited partnership’s activities and affairs; or

(B) would have bound the limited partnership under Section 10A-9A-4.02 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 § 10-4-396 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-396
Section 10-4-396 Involuntary Dissolution at Request of Licensing Authority
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-122 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-122
Section 10-9A-122 Rights of Creditor
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-8-3.02 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-3.02
Section 10A-8-3.02 Transfer of Partnership Property
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10A-9-11.12 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-11.12
Section 10A-9-11.12 Power of General Partners and Persons Dissociated as General Partners to Bind Organization After Conversion or Merger
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-2B-1.01 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-1.01
Section 10-2B-1.01 Short Title and Applicability
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-15.07 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-15.07
Section 10-2B-15.07 Registered Office and Registered Agent of Foreign Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-11-4 — Alabama Code / Title 10 / Chapter 11 / Section 10-11-4
Section 10-11-4 Application
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-3.24 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.24
Section 10A-1-3.24 Rights of Officers in Certain Cases
Status: in_force

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

(1) another officer or an employee of the entity;

(2) legal counsel;

(3) a public accountant or certified public accountant;

(4) an investment banker; or

(5) a person who the officer reasonably believes possesses professional expertise in the matter.

(b) An officer may not in good faith rely on the information described by subsection (a) if the officer has knowledge of a matter that makes the reliance unwarranted.
Ala. Code § 10A-8A-11.03 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-11.03
Section 10A-8A-11.03 Relation to Electronic Signatures in Global and National Commerce Act
Status: in_force

This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but this chapter does not modify, limit, or supersede Section 101(c) of that act or authorize electronic delivery of any of the notices described in Section 103(b) of that act.
Ala. Code § 10A-5A-8.01 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-8.01
Section 10A-5A-8.01 Special Rules for Limited Liability Companies Performing Professional Services
Status: in_force

(a) A limited liability company shall have the power to render professional services if it complies with the rules of the licensing authority for such profession.

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

(c) Except as otherwise provided in subsection (b), the personal liability of a member of any limited liability company engaged in providing professional services shall be governed by Section 10A-5A-3.01.

(d) Except as otherwise provided in subsection (b), the personal liability of a member, manager, or employee of a foreign limited liability company engaged in providing professional services shall be determined under the law of the jurisdiction in which the foreign limited liability company is organized.

(e) Nothing in this article shall restrict or limit in any manner the authority or duty of a licensing authority with respect to individuals rendering a professional service within the jurisdiction of the licensing authority. Nothing in this article shall restrict or limit any law, rule, or regulation pertaining to standards of professional conduct.

(f) Nothing in this article shall limit the authority of a licensing authority to impose requirements in addition to those stated in this chapter on any limited liability company or foreign limited liability company rendering professional services within the jurisdiction of the licensing authority.

(g) A member’s transferrable interest in a limited liability company organized to render professional services may be voluntarily transferred only to a qualified person.
Ala. Code § 10A-8A-11.06 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-11.06
Section 10A-8A-11.06 Savings Clause
Status: reserved

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

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

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

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

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

(b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.
Ala. Code § 10-3A-44 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-44
Section 10-3A-44 Shares of Stock and Dividends Prohibited; Compensation and Benefits Permitted
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-9.04 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-9.04
Section 10A-3A-9.04 Voting on Amendments by Voting Groups
Status: in_force

Except as provided in the certificate of incorporation or bylaws:

(a) If a membership nonprofit corporation has more than one class of members, the members of each class are entitled to vote as a separate voting group (if member voting is otherwise required by this chapter) on a proposed amendment to the certificate of incorporation if the amendment would:

(1) effect an exchange or reclassification of all or part of the memberships of the class into memberships of another class;

(2) effect an exchange or reclassification, or create the right of exchange, of all or part of the memberships of another class into memberships of the class;

(3) change the rights, preferences, or limitations of all or part of the memberships of the class;

(4) change the rights, preferences, or limitations of all or part of the memberships of the class by changing the rights, preferences, or limitations of another class;

(5) create a new class of memberships having rights or preferences that are prior or superior to the other memberships;

(6) increase or decrease the number of memberships authorized for the class;

(7) increase or decrease the number of memberships authorized for another class; or

(8) authorize a new class of memberships.

(b) If a class of members will be divided into two or more classes by an amendment to the certificate of incorporation, the amendment must be approved by a majority of the members of each class that will be created.

(c) If a proposed amendment would affect less than all of the members of a class in one or more of the ways described in subsection (a), the members so affected are entitled to vote as a separate voting group on the proposed amendment.

(d) If a proposed amendment that entitles the holders of two or more classes of memberships to vote as separate voting groups under this section would affect those two or more classes in the same or a substantially similar way, the holders of the memberships of all the classes so affected shall vote together as a single voting group on the proposed amendment, unless added as a condition by the board of directors pursuant to Section 10A-3A-9.03(c).
Ala. Code § 10-2B-16.04 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-16.04
Section 10-2B-16.04 Court-Ordered Inspection
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-7.09 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.09
Section 10A-2A-7.09 Remote Participation in Stockholders’ Meetings; Meetings Held Solely by Remote Participation
Status: in_force

(a) Stockholders of any class or series of stock may participate in any meeting of stockholders by means of remote communication to the extent the board of directors authorizes participation for that class or series. Participation as a stockholder by means of remote communication shall be subject to guidelines and procedures as the board of directors adopts, and shall be in conformity with subsection (b).

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

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

(2) to provide stockholders participating remotely a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, 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 stockholders to be held at a place, the board of directors may determine that any meeting of stockholders shall not be held at any place and shall instead be held solely by means of remote communication, but only if the corporation implements the measures specified in subsection (b).
Ala. Code § 10-12-43 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-43
Section 10-12-43 Known Claims Against Dissolved 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-2-15.43 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-15.43
Section 10A-2-15.43 Foreign Corporation Acting as Fiduciary Not Deemed Doing Business in This State
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 foreign corporation, insofar as it acts in a fiduciary capacity in this state pursuant to the provisions of this division, shall not be deemed to be transacting business in this state, but no foreign corporation acting in a fiduciary capacity in this state pursuant to the provisions of this division without qualifying to do business in this state pursuant to this article or other applicable provisions of law shall establish or maintain in this state a place of business, branch office, or agency for the conduct of business as a fiduciary. Nothing contained in this division shall diminish the authority of out-of-state banks and trust companies to establish or acquire and maintain trust offices or representative trust offices, or both, under the provisions of Chapter 11A of Title 5.
Ala. Code § 10A-9A-10.08 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-10.08
Section 10A-9A-10.08 Filings Required for Merger; Effective Date
Status: in_force

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

(1) each constituent limited partnership, as provided in Section 10A-9A-2.03(a); and

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

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

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

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

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

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

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

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

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

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

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

(8) if the surviving organization is a foreign organization not authorized to conduct activities and affairs in this state, the street and mailing address of an office for the purposes of Section 10A-9A-10.09(b); and

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

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

(d) A merger becomes effective under this article:

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

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

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

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

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

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

(g) The filing fees for a statement of merger shall be as set forth in Chapter 1.
Ala. Code § 10-2B-16.22 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-16.22
Section 10-2B-16.22 Annual Report for Secretary of State
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-8A-705 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-705
Section 10-8A-705 Continued Use of Partnership Name
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-8.54 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.54
Section 10A-3A-8.54 Court-Ordered Indemnification and Advance for Expenses
Status: in_force

(a) A director who is a party to a proceeding because he or she is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall:

(1) order indemnification if the court determines that the director is entitled to indemnification pursuant to a provision authorized by Section 10A-3A-8.52;

(2) order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by Section 10A-3A-8.58(a); or

(3) order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable: (i) to indemnify the director, or (ii) to advance expenses to the director, even if, in the case of (i) or (ii), the director has not met the relevant standard of conduct set forth in Section 10A-3A-8.51(a), failed to comply with Section 10A-3A-8.53, or was adjudged liable in a proceeding referred to in Section 10A-3A-8.51(d)(1) or Section 10A-3A-8.51(d)(2), but if the director was adjudged so liable indemnification shall be limited to expenses incurred in connection with the proceeding.

(b) If the court determines that the director is entitled to indemnification under subsection (a)(1) or to indemnification or advance for expenses under subsection (a)(2), it shall also order the nonprofit corporation to pay the director’s expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subsection (a)(3), it may also order the nonprofit corporation to pay the director’s expenses to obtain court-ordered indemnification or advance for expenses.
Ala. Code § 10-2B-5.03 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-5.03
Section 10-2B-5.03 Resignation of Registered Agent
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-6.21 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-6.21
Section 10A-3A-6.21 Termination and Suspension
Status: in_force

(a) A membership in a membership nonprofit corporation may be terminated or suspended for the reasons and in the manner provided in the certificate of incorporation or bylaws.

(b) A proceeding challenging a termination or suspension for any reason must be commenced within one year after the effective date of the termination or suspension.

(c) The termination or suspension of a member does not relieve the member from any obligations incurred or commitments made prior to the termination or suspension.
Ala. Code § 10A-17-2.01 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.01
Section 10A-17-2.01
Status: in_force

This article together with applicable provisions of Chapter 1 shall be known and may be cited as the Decentralized Unincorporated Nonprofit Association Law.
Ala. Code § 10-12-11 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-11
Section 10-12-11 Amendment of Articles of Organization
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-16.05 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-16.05
Section 10A-20-16.05 Construction
Status: in_force

Nothing in this article shall be construed to affect any action brought under Title 41, Chapter 5.
Ala. Code § 10A-2A-11.05 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-11.05
Section 10A-2A-11.05 Merger Between Parent and Subsidiary or Between Subsidiaries
Status: in_force

(a) A domestic or foreign parent entity that owns stock of a corporation which carries at least 90 percent of the voting power of each class and series of the outstanding stock of that subsidiary corporation that has voting power may (i) merge that subsidiary corporation into itself (if it is a corporation, foreign corporation, or eligible entity), (ii) merge that subsidiary corporation into another corporation, foreign corporation, or eligible entity in which the parent entity owns at least 90 percent of the voting power of each class and series of the outstanding stock or eligible interests which have voting power, or (iii) merge itself (if it is a corporation, foreign corporation, or eligible entity) into that subsidiary corporation, in any case without the approval of the board of directors or stockholders of that subsidiary corporation, unless the certificate of incorporation or organizational documents of the parent entity or the certificate of incorporation of that subsidiary corporation otherwise provide. The certificate of incorporation, organizational documents, and the governing statute of the parent entity and the other corporation, foreign corporation, or eligible entity into which the parent entity intends to merge the subsidiary corporation under clause (ii) of this subsection shall determine the necessary consent or approval required for the merger. Section 10A-2A-11.04(i) applies to a merger under this section. The statement of merger relating to a merger under this section does not need to be signed by the subsidiary corporation.

(b) A parent entity shall, within 10 days after the effective date of a merger approved under subsection (a), notify each of the subsidiary corporation’s stockholders that the merger has become effective.

(c) Except as provided in subsections (a) and (b), a merger between a parent entity and a subsidiary corporation shall, as to the subsidiary corporation and a parent entity that is a corporation, be governed by the provisions of Article 11 applicable to mergers generally, and as to a parent entity that is not a corporation, be governed by the organizational documents and governing statute of that parent entity.
Ala. Code § 10-4-7 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-7
Section 10-4-7 Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-13.03 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-13.03
Section 10A-2A-13.03 Assertion of Rights by Nominees and Beneficial Stockholders
Status: in_force

(a) A record stockholder may assert appraisal rights as to fewer than all the shares of stock registered in the record stockholder’s name but owned by a beneficial stockholder or a voting trust beneficial owner only if the record stockholder objects with respect to all shares of stock of a class or series owned by the beneficial stockholder or the voting trust beneficial owner and notifies the corporation in writing of the name and address of each beneficial stockholder or voting trust beneficial owner on whose behalf appraisal rights are being asserted. The rights of a record stockholder who asserts appraisal rights for only part of the stock held of record in the record stockholder’s name under this subsection shall be determined as if the stock as to which the record stockholder objects and the record stockholder’s other shares of stock were registered in the names of different record stockholders.

(b) A beneficial stockholder and a voting trust beneficial owner may assert appraisal rights as to stock of any class or series held on behalf of the stockholder only if the stockholder:

(1) submits to the corporation the record stockholder’s written consent to the assertion of appraisal rights no later than the date referred to in Section 10A-2A-13.22(b)(2)(ii); and

(2) does so with respect to all stock of the class or series that is beneficially owned by the beneficial stockholder or the voting trust beneficial owner.
Ala. Code § 10A-2A-1.43 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-1.43
Section 10A-2A-1.43 Qualified Director. (Amended by 2026-495)
Status: in_force

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

(a) A “qualified director” is a director who, at the time action is to be taken under:

(1) Section 10A-2A-2.02(b)(6), is not a director (i) to whom the limitation or elimination of the duty of an officer to offer potential business opportunities to the corporation would apply, or (ii) who has a material relationship with any other person to whom the limitation or elimination would apply;

(2) Section 10A-2A-8.53 or Section 10A-2A-8.55, (i) is not a party to the proceeding, (ii) is not a director as to whom a transaction is a director’s conflicting interest transaction or who sought a disclaimer of the corporation’s interest in a business opportunity under Section 10A-2A-8.60, which transaction or disclaimer is challenged, and (iii) does not have a material relationship with a director described in either clause (i) or clause (ii) of this subsection (a)(2); or

(3) Section 10A-2A-8.60, is not a director (i) as to whom the contract or transaction is a director’s conflicting interest transaction, (ii) who has a material relationship with another director as to whom the transaction is a director’s conflicting interest transaction, (iii) pursues or takes advantage of the business opportunity, directly, or indirectly through or on behalf of another person, or (iv) has a material relationship with a director or officer who pursues or takes advantage of the business opportunity, directly, or indirectly through or on behalf of another person.

(b) For purposes of this section:

(1) “material relationship” means a familial, financial, professional, employment, or other relationship that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken; and

(2) “material interest” means an actual or potential benefit or detriment (other than one which would devolve on the corporation or the stockholders generally) that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken.

(c) The presence of one or more of the following circumstances shall not automatically prevent a director from being a qualified director:

(1) nomination or election of the director to the current board of directors by any director who is not a qualified director with respect to the matter (or by any person that has a material relationship with that director), acting alone or participating with others; or

(2) service as a director of another corporation of which a director who is not a qualified director with respect to the matter (or any individual who has a material relationship with that director), is or was also a director.
Ala. Code § 10-2B-2.05 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-2.05
Section 10-2B-2.05 Organization of Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-180 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-180
Section 10-9A-180 Right of Action
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-2B-6.04 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-6.04
Section 10-2B-6.04 Fractional Shares
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-17-2.14 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.14
Section 10A-17-2.14
Status: in_force

(a) A decentralized unincorporated nonprofit association shall have perpetual existence unless its governing principles otherwise specify.

(b) A decentralized unincorporated nonprofit association may be dissolved as follows:

(1) If the governing principles of the nonprofit association provide a time or method for dissolution, by that method.

(2) If the governing principles of the nonprofit association do not provide a method for dissolution, by approval of its members pursuant to Section 10A-17-2.20.

(3) If membership in the decentralized unincorporated nonprofit association falls below 100 members and the decentralized unincorporated nonprofit association does not meet the requirements of Sections 10A-17-2.01 through 10A-17-2.15. In the event membership in the nonprofit association falls below 100 members and the nonprofit association meets the requirements of Sections 10A-17-2.01 through 10A-17-2.15, the entity shall automatically transition to an Alabama unincorporated nonprofit association unless the governing principles otherwise specify.

(4) By court order.

(c) After dissolution, a decentralized unincorporated nonprofit association continues in existence until its activities are wound up and terminated pursuant to Section 10A-17-2.26.
Ala. Code § 10A-9A-1.02 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-1.02
Section 10A-9A-1.02 Definitions
Status: in_force

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

(1) “CERTIFICATE OF FORMATION” with respect to a limited partnership means the certificate of formation required by Section 10A-9A-2.01, and the certificate of formation as amended or restated.

(2) “DISTRIBUTION” except as otherwise provided in Section 10A-9A-5.08(f), means a transfer of money or other property from a limited partnership to another person on account of a transferable interest.

(3) “FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP” means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to Section 10A-9A-4.04(c).

(4) “FOREIGN LIMITED PARTNERSHIP” means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership.

(5) “GENERAL PARTNER” means:

(A) with respect to a limited partnership, a person that:

(i) is admitted as a general partner under Section 10A-9A-4.01;

or

(ii) was a general partner in a limited partnership when the limited partnership became subject to this chapter under Section 10A-9A-11.01(a); and

(B) with respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership.

(6) “LIMITED LIABILITY LIMITED PARTNERSHIP,” except in the phrase “foreign limited liability limited partnership,” means a limited partnership whose certificate of formation states that the limited partnership is a limited liability limited partnership.

(7) “LIMITED PARTNER” means:

(A) with respect to a limited partnership, a person that:

(i) is admitted as a limited partner under Section 10A-9A-3.01; or

(ii) was a limited partner in a limited partnership when the limited partnership became subject to this chapter under Section 10A-9A-11.01(a); and

(B) with respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership.

(8) “LIMITED PARTNERSHIP,” except in the phrases “foreign limited partnership” and “foreign limited liability limited partnership,” means an entity, having one or more general partners and one or more limited partners, which is formed under this chapter by two or more persons or becomes subject to this chapter under Article 10 or Section 10A-9A-11.01(a). The term includes a limited liability limited partnership.

(9) “PARTNER” means a limited partner or general partner.

(10) “PARTNERSHIP AGREEMENT” means any agreement (whether referred to as a partnership agreement or otherwise), written, oral or implied, of the partners as to the activities and affairs of a limited partnership. The partnership agreement includes any amendments to the partnership agreement.

(11) “PERSON DISSOCIATED AS A GENERAL PARTNER” means a person dissociated as a general partner of a limited partnership.

(12) “REQUIRED INFORMATION” means the information that a limited partnership is required to maintain under Section 10A-9A-1.11.

(13) “TRANSFER” means an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer by operation of law.

(14) “TRANSFERABLE INTEREST” means a partner’s right to receive distributions from a limited partnership.

(15) “TRANSFEREE” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.
Ala. Code § 10-2B-1.22 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-1.22
Section 10-2B-1.22 Filing, Service, and Copying Fees
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-8.12 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-8.12
Section 10A-9A-8.12 Limited Partnership Name Upon Reinstatement
Status: in_force

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

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

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

(c) A limited partnership shall not be required to file a statement of dissolution in order to retain or obtain the name of the limited partnership.
Ala. Code § 10A-3A-7.23 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-7.23
Section 10A-3A-7.23 Acceptance of Votes and Other Instruments
Status: in_force

(a) If the name signed on a vote, ballot, consent, waiver, member demand, or proxy appointment corresponds to the name of a member, the membership nonprofit corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, member demand, or proxy appointment and give it effect as the act of the member.

(b) If the name signed on a vote, ballot, consent, waiver, member demand, or proxy appointment does not correspond to the name of its member, the membership nonprofit corporation, if acting in good faith, is nevertheless entitled to accept the vote, ballot, consent, waiver, member demand, or proxy appointment and give it effect as the act of the member if:

(1) the member is an entity and the name signed purports to be that of an officer or agent of the entity;

(2) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the membership nonprofit corporation requests, evidence of fiduciary status acceptable to the membership nonprofit corporation has been presented with respect to the vote, ballot, consent, waiver, member demand, or proxy appointment;

(3) the name signed purports to be that of a receiver or trustee in bankruptcy of the member and, if the membership nonprofit corporation requests, evidence of this status acceptable to the membership nonprofit corporation has been presented with respect to the vote, ballot, consent, waiver, member demand, or proxy appointment;

(4) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the member and, if the membership nonprofit corporation requests, evidence acceptable to the membership nonprofit corporation of the signatory’s authority to sign for the member has been presented with respect to the vote, ballot, consent, waiver, member demand, or proxy appointment; or

(5) two or more persons are the members as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

(c) The membership nonprofit corporation is entitled to reject a vote, ballot, consent, waiver, member demand, or proxy appointment if the person authorized to accept or reject that instrument, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the member.

(d) Neither the membership nonprofit corporation or any person authorized by it, nor an inspector of election appointed under Section 10A-3A-7.28, that accepts or rejects a vote, ballot, consent, waiver, member demand, or proxy appointment in good faith and in accordance with the standards of this Section 10A-3A-7.23 or Section 10A-3A-7.22(b) is liable in damages to the member for the consequences of the acceptance or rejection.

(e) Corporate action based on the acceptance or rejection of a vote, ballot, consent, waiver, member demand, or proxy appointment under this section is valid unless the designated court, and if none, the circuit court for the county in which the membership nonprofit corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the membership nonprofit corporation’s most recent registered office is located, determines otherwise.

(f) If an inspector of election has been appointed under Section 10A-2A-7.28, the inspector of election also has the authority to request information and make determinations under subsections (a), (b), and (c). Unless otherwise provided in the certificate of incorporation or bylaws, any determination made by the inspector of election under those subsections is controlling.
Ala. Code § 10A-3-2.44 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-2.44
Section 10A-3-2.44 Assertion of Lack of Capacity or Power; Defense of Ultra Vires
Status: in_force

No act of a nonprofit corporation and no conveyance or transfer of real or personal property to or by a nonprofit corporation shall be invalid by reason of the fact that the corporation was without capacity of power to do an act or to make or receive a conveyance or transfer, but lack of capacity of power may be asserted:

(1) In a proceeding by a member or a director against the nonprofit corporation to enjoin the doing or continuation of unauthorized acts, or the transfer of real or personal property by or to the nonprofit corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed pursuant to any contract to which the nonprofit corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of the contract, and in so doing may allow to the nonprofit corporation or the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of the contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.

(2) In a proceeding by the nonprofit corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through members in a representative suit, against the officers or directors of the nonprofit corporation for exceeding their authority.

(3) In a proceeding by the Attorney General, as provided in this chapter, to dissolve the nonprofit corporation, or in a proceeding by the Attorney General to enjoin the nonprofit corporation from performing unauthorized acts, or in any other proceeding by the Attorney General.
Ala. Code § 10-2B-8.61 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.61
Section 10-2B-8.61 Judicial Action
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-3.04 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-3.04
Section 10A-3A-3.04 Lack of Power
Status: in_force

(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the nonprofit corporation lacks or lacked power to act.

(b) The power of a nonprofit corporation to act may be challenged:

(1) in a proceeding by a member or director against the nonprofit corporation to enjoin the act;

(2) in a proceeding by the nonprofit corporation, directly, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the nonprofit corporation; or

(3) in a proceeding by the Attorney General.

(c) In a proceeding by a member or a director under subsection (b)(1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the nonprofit corporation or another party because of enjoining the unauthorized corporate act.
Ala. Code § 10A-2A-1.20 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-1.20
Section 10A-2A-1.20 Requirements for Filing Instruments; Extrinsic Facts
Status: in_force

(a) Whenever any filing instrument is to be filed with the Secretary of State or in accordance with this chapter, such instrument shall be executed as follows:

(1) Except as provided in subsection (a)(3), the certificate of incorporation, and any other instrument to be filed before the election of the initial board of directors if the initial directors were not named in the certificate of incorporation, shall be signed by the incorporator or incorporators or the successors and assigns of the incorporator or incorporators. If any incorporator is not available then any other instrument may be signed, with the same effect as if the incorporator had signed it, by any person for whom or on whose behalf the incorporator, in executing the certificate of incorporation, was acting directly or indirectly as employee or agent, provided that the other instrument shall state that the incorporator is not available and the reason therefor, that the incorporator in executing the certificate of incorporation was acting directly or indirectly as employee or agent for or on behalf of the person, and that the person’s signature on the instrument is otherwise authorized and not wrongful.

(2) Except as provided in subsection (a)(3), all other filing instruments shall be signed:

(i) by any authorized officer of the corporation; or

(ii) if it shall appear from the filing instrument that there are no such officers, then by a majority of the directors or by such directors as may be designated by the board of directors; or

(iii) if it shall appear from the filing instrument that there are no such officers or directors, then by the holders of record, or such of them as may be designated by the holders of record, of a majority of all outstanding shares of stock; or

(iv) by the holders of record of all outstanding shares of stock.

(3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

(b) The person executing the filing instrument shall sign it and state beneath or opposite the person’s signature the person’s name and the capacity in which the filing instrument is signed. The filing instrument may, but need not, contain a corporate seal, attestation, acknowledgment, or verification.

(c) Whenever a provision of this chapter permits any of the terms of a plan or a filing instrument to be dependent on facts objectively ascertainable outside the plan or filing instrument, the following provisions apply:

(1) The manner in which the facts will operate upon the terms of the plan or filing instrument must be set forth in the plan or filing instrument.

(2) The facts may include:

(i) any of the following that are available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data;

(ii) a determination or action by any person or body, including the corporation or any other party to a plan or filing instrument; or

(iii) the terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document.

(3) As used in this subsection (c), “plan” means a plan of conversion, merger, or share exchange.

(4) The following provisions of a plan or filing instrument may not be made dependent on facts outside the plan or filed document:

(i) the name and address of any person required in a filing instrument;

(ii) the registered office of any entity required in a filing instrument;

(iii) the registered agent of any entity required in a filing instrument;

(iv) the number of authorized shares of stock and designation of each class or series of stock;

(v) the effective date and time of a filing instrument as determined under Article 4 of Chapter 1; and

(vi) any required statement in a filing instrument of the date on which the underlying transaction was approved or the manner in which that approval was given.

(5) If a provision of a filing instrument is made dependent on a fact ascertainable outside of the filing instrument, and that fact is neither ascertainable by reference to a source described in subsection (c)(2)(i) or a document that is a matter of public record, nor have the affected stockholders received notice of the fact from the corporation, then the corporation shall file with the Secretary of State a certificate of amendment to the filing instrument setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. A certificate of amendment under this subsection (c)(5) is deemed to be authorized by the authorization of the original filing instrument to which it relates and may be filed by the corporation without further action by the board of directors or the stockholders.
Ala. Code § 10A-2-8.58 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.58
Section 10A-2-8.58 Application of Indemnification Provisions
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) Any indemnification, or advance for expenses, authorized under this division shall not be deemed exclusive of and shall be in addition to that which may be contained in a corporation’s articles of incorporation, bylaws, a resolution of its shareholders or board of directors, or in a contract or otherwise.

(b) This division does not limit a corporation’s power to pay or reimburse expenses incurred by a director in connection with the director’s appearance as a witness in a proceeding at a time when he or she has not been made a named defendant or respondent to the proceeding.
Ala. Code § 10-3A-81 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-81
Section 10-3A-81 Procedure to Amend Articles of Incorporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-8A-602 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-602
Section 10-8A-602 Partner’s Power to Dissociate; Wrongful Dissociation
Status: reserved

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

(a) A real estate investment trust shall pay the filing fees required under Section 10A-1-4.31.

(b) In computing fees under this section, a real estate investment trust shall treat its declaration of trust in the same manner as a certificate of formation.
Ala. Code § 10-2A-303 — Alabama Code / Title 10 / Chapter 2A / Section 10-2A-303
Section 10-2A-303 Election of Existing Corporation to Become a Close Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-1.51 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-1.51
Section 10A-2A-1.51 Filings
Status: in_force

(a) If the defective corporate action ratified under this Division D of Article 1 would have required under any other section of this chapter a filing instrument to be delivered to a filing officer for filing and either (i) the filing instrument requires any change to give effect to the defective corporate action in accordance with this Division D of Article 1 (including any change to the date and time of the effectiveness of the filing instrument) or (ii) a filing instrument under any other section of this chapter was not previously delivered to a filing officer for filing in respect of the defective corporate action, then, in lieu of a filing instrument otherwise required by this chapter, the corporation shall deliver a certificate of validation to the appropriate filing officer for filing in accordance with this section, and that certificate of validation shall serve to amend or substitute for any other filing instrument with respect to the defective corporate action required by this chapter.

(b) The certificate of validation must set forth:

(1) the name of the corporation;

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

(3) a statement that the defective corporate action was ratified in accordance with Section 10A-2A-1.47, including the date on which the board of directors ratified that defective corporate action and the date, if any, on which the stockholders approved the ratification of that defective corporate action; and

(4) the information required by subsection (c).

(c) The certificate of validation must also contain the following information:

(1) if a filing instrument was previously delivered to a filing officer for filing in respect of the defective corporate action and that filing instrument requires any change to give effect to the ratification of that defective corporate action in accordance with Section 10A-2A-1.47, the certificate of validation must set forth (i) the name, title, and filing date of the filing instrument previously delivered to a filing officer for filing and any certificate of correction to that filing instrument , (ii) a statement that a filing instrument containing all of the information required to be included under the applicable section or sections of this chapter to give effect to that defective corporate action is attached as an exhibit to the certificate of validation, and (iii) the date and time that filing instrument is deemed to have become effective; or

(2) if a filing instrument was not previously delivered to a filing officer for filing in respect of the defective corporate action and the defective corporate action ratified under Section 10A-2A-1.47 would have required a filing instrument under any other section of this chapter, the certificate of validation must set forth (i) a statement that a filing instrument containing all of the information required to be included under the applicable section or sections of this chapter to give effect to that defective corporate action is attached as an exhibit to the certificate of validation, and (ii) the date and time that filing instrument is deemed to have become effective.
Ala. Code § 10-9A-183 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-183
Section 10-9A-183 Expenses
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-17-2.09 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.09
Section 10A-17-2.09
Status: in_force

A judgment or order against a decentralized unincorporated nonprofit association is not by itself a judgment or order against a member or administrator of the nonprofit association.
Ala. Code § 10-12-14 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-14
Section 10-12-14 Existence of 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-2A-6.30 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-6.30
Section 10A-2A-6.30 Stockholders’ Preemptive Rights
Status: in_force

(a) The stockholders of a corporation do not have a preemptive right to acquire the corporation’s unissued stock except to the extent the certificate of incorporation so provides.

(b) A statement included in the certificate of incorporation that “the corporation elects to have preemptive rights” (or words of similar effect) means that the following principles apply except to the extent the certificate of incorporation expressly provides otherwise:

(1) The stockholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation’s unissued stock upon the decision of the board of directors to issue them.

(2) A preemptive right may be waived by a stockholder. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.

(3) There is no preemptive right with respect to:

(i) stock issued as compensation to directors, officers, employees, or agents of the corporation, its subsidiaries, or affiliates;

(ii) stock issued to satisfy conversion or option rights created to provide compensation to directors, officers, employees, or agents of the corporation, its subsidiaries, or affiliates;

(iii) stock authorized in the certificate of incorporation that is issued within six months from the effective date of incorporation; or

(iv) stock sold otherwise than for cash.

(4) Holders of stock of any class or series without voting power but with preferential rights to distributions have no preemptive rights with respect to stock of any class or series.

(5) Holders of stock of any class or series with voting power but without preferential rights to distributions have no preemptive rights with respect to stock of any class or series with preferential rights to distributions unless the stock with preferential rights is convertible into or carry a right to subscribe for or acquire the stock without preferential rights.

(6) Stock subject to preemptive rights that is not acquired by stockholders may be issued to any person for a period of one year after being offered to stockholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the stockholders’ preemptive rights.

(c) For purposes of this section, “stock” includes a security convertible into or carrying a right to subscribe for or acquire stock.
Ala. Code § 10A-2A-8.01 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.01
Section 10A-2A-8.01 Requirement for and Functions of Board of Directors
Status: in_force

(a) Except as may be provided in an agreement authorized under Section 10A-2A-7.32, each corporation shall have a board of directors.

(b) Except as may be provided in an agreement authorized under Section 10A-2A-7.32, and subject to any limitation in the certificate of incorporation permitted by Section 10A-2A-2.02(b), all corporate powers shall be exercised by or under the authority of the board of directors, and the business and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of the board of directors.
Ala. Code § 10A-2-8.10 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.10
Section 10A-2-8.10 Vacancy on Board
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 provide otherwise, if a vacancy occurs on a board of directors:

(1) The shareholders may fill the vacancy, whether resulting from an increase in the number of directors or otherwise; or

(2) The board of directors may fill the vacancy, except that the directors shall have the power to fill a vacancy resulting from an increase in the number of directors only if expressly provided for in the articles of incorporation; or

(3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy, if it is one that the directors are authorized to fill, by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under Section 10A-2-8.07(b) or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
Ala. Code § 10-9A-64 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-64
Section 10-9A-64 Voting
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-4-400 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-400
Section 10-4-400 Interrogatories by Licensing Authority
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-5A-6.03 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-6.03
Section 10A-5A-6.03 Effect of Person’s Dissociation as a Member
Status: in_force

(a) A person who has dissociated as a member shall have no right to participate in the direction and oversight of the activities and affairs of the limited liability company and is entitled only to receive the distributions to which that member would have been entitled if the member had not dissociated.

(b) A person’s dissociation as a member does not of itself discharge the person from any duty, debt, obligation, or liability to a limited liability company or the other members that the person incurred while a member.
Ala. Code § 10A-11-1.01 — Alabama Code / Title 10A / Chapter 11 / Section 10A-11-1.01
Section 10A-11-1.01 Short Title
Status: in_force

This chapter and the provisions of (A) Chapter 1 and (B) Chapter 2 or Chapter 2A, as applicable, to the extent applicable to employee cooperative associations may be cited as the Alabama Employee Cooperative Corporations Law.
Ala. Code § 10A-8A-1.06 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-1.06
Section 10A-8A-1.06 Governing Law
Status: in_force

(a) Except as otherwise provided in subsections (b), (c), and (d) of this section, the law of the jurisdiction in which the partnership has its principal office governs the partnership agreement and the relations among the partners and between the partners and the partnership.

(b) The law of this state governs the (i) internal affairs of a limited liability partnership, including the relations among the partners and between the partners and the partnership, (ii) the liability of a partner as a partner for the debts, obligations, or other liabilities of a limited liability partnership, and (iii) the authority of the partners of a limited liability partnership.

(c) The law of the jurisdiction in which a foreign limited liability partnership has filed its statement of limited liability partnership or similar writing governs the (i) internal affairs of that foreign limited liability partnership, including the relations among the partners and between the partners and the partnership, (ii) the liability of a partner as a partner for the debts, obligations, or other liabilities of a foreign limited liability partnership, and (iii) the authority of the partners of a foreign limited liability partnership.

(d) If (i) a partnership agreement provides for the application of the laws of this state, and (ii) the partnership delivers to the Secretary of State for filing a statement of partnership in accordance with Section 10A-8A-2.02(a), a statement of not for profit partnership in accordance with Section 10A-8A-2.02(b), or a statement of limited liability partnership in accordance with Section 10A-8A-10.01, then the partnership agreement shall be governed by and construed under the laws of this state.
Ala. Code § 10A-3-2.14 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-2.14
Section 10A-3-2.14 Action by Members or Directors Without Meeting
Status: in_force

Any action required by this title or this chapter to be taken at a meeting of the members or directors of a nonprofit corporation or any action which may be taken at a meeting of the members or directors or of a committee of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members entitled to vote with respect to the subject matter thereof, all of the directors or all of the members of the committee of directors, as the case may be. The consent shall have the same force and effect as a unanimous vote and may be stated as such in any filing instrument filed with the Secretary of State.
Ala. Code § 10-4-27 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-27
Section 10-4-27 Burial Societies - Special Powers
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-1.13 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-1.13
Section 10A-8A-1.13 Consent and Proxies of Partners
Status: in_force

Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing a writing of appointment, either personally or by the partner’s attorney in fact.
Ala. Code § 10A-2A-13.24 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-13.24
Section 10A-2A-13.24 Payment
Status: in_force

(a) Except as provided in Section 10A-2A-13.25, within 30 days after the form required by Section 10A-2A-13.22(b)(2)(ii) is due, the corporation shall pay in cash to those stockholders who complied with Section 10A-2A-13.23(a) the amount the corporation estimates to be the fair value of their stock, plus interest.

(b) The payment to each stockholder pursuant to subsection (a) must be accompanied by:

(1)(i) financial statements of the corporation that issued the stock to be appraised, consisting of a balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, and a cash flow statement for that year; provided that, if the annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information, and (ii) the latest interim financial statements of the corporation, if any;

(2) a statement of the corporation’s estimate of the fair value of the stock, which estimate shall equal or exceed the corporation’s estimate given pursuant to Section 10A-2A-13.22(b)(2)(iii); and

(3) a statement that stockholders described in subsection (a) have the right to demand further payment under Section 10A-2A-13.26 and that if any stockholder does not do so within the time period specified in Section 10A-2A-13.26(b), the stockholder shall be deemed to have accepted the payment under subsection (a) in full satisfaction of the corporation’s obligations under this Article 13.
Ala. Code § 10A-21-2.14 — Alabama Code / Title 10A / Chapter 21 / Section 10A-21-2.14
Section 10A-21-2.14 Construction and Operation of Connections to Public Ways by Mining, Manufacturing, and Quarrying Corporations
Status: in_force

Mining, manufacturing, and quarrying corporations may construct and operate to, and from, their mines, furnaces, mills, factories, quarries, or other works, railways, tramways, canals, tunnels, underground passages, or roads whereby connections may be made to, and from, their principal places of business, mines, furnaces, mills, quarries, or other works and any public highways, turnpike, macadamized, plank, or other graded road, railroad, or navigable waters, or to or with their mines, ore beds, coking, or cooling grounds, timberlands, canals, or aqueducts to or from their mills, factories, furnaces, quarries, other works, or any water or watercourses, and may transport as common carriers freight and passengers on any railroad, other roads, canals, or aqueducts constructed or purchased by them, taking reasonable compensation therefor.
Ala. Code § 10A-5A-2.04 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-2.04
Section 10A-5A-2.04 Execution of Documents - Signing Requirements
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 liability company’s initial certificate of formation must be signed by at least one organizer.

(2) A writing signed on behalf of a limited liability company must be signed by a person authorized by the limited liability company.

(3) A writing filed on behalf of a dissolved limited liability company that has no members must be signed by the person winding up the limited liability company’s activities and affairs under Section 10A-5A-7.03 or a person appointed or designated under Section 10A-5A-7.03 to wind up those activities and affairs.

(4) Any other writing must be signed by the person on whose behalf the writing is delivered to the Secretary of State.

(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.
Ala. Code § 10-3A-21 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-21
Section 10-3A-21 Defense of Ultra Vires
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-14.05 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-14.05
Section 10A-2-14.05 Effect 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 dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

(1) Collecting its assets;

(2) Disposing of its properties that will not be distributed in kind to its shareholders;

(3) Discharging or making provision for discharging its liabilities;

(4) Distributing its remaining property among its shareholders according to their interests; and

(5) Doing every other act necessary to wind up and liquidate its business and affairs.

(b) Dissolution of a corporation does not:

(1) Alter the limited liability status of its subscribers and shareholders under Section 10A-2-6.22, except as provided in Section 10A-1-9.22(d)(2) with respect to assets distributed to a shareholder in liquidation;

(2) Transfer title to the corporation’s property;

(3) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation’s share transfer records;

(4) Subject its directors or officers to standards of conduct different from those prescribed in Article 8;

(5) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;

(6) Prevent commencement of a proceeding by or against the corporation in its corporate name;

(7) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution;

(8) Terminate the authority of the registered agent of the corporation; or

(9) Result in the corporation’s name becoming available for use by another entity under Section 10A-1-5.03 until the time for revocation of dissolution has elapsed or, in the case of a corporation administratively dissolved under Section 10A-2-14.21, the time for filing an application for reinstatement has elapsed without the filing of an application, or, if an application is filed, until its final adjudication, including all appeals.
Ala. Code § 10A-9-4.01 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-4.01
Section 10A-9-4.01 Becoming General Partner
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-2-8.24 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.24
Section 10A-2-8.24 Quorum and Voting
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 require a greater number, a quorum of a board of directors consists of:

(1) A majority of the fixed number of directors if the corporation has a fixed board size; or

(2) A majority of the fixed number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.

(b) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a).

(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors. A director is, unless established to the contrary, presumed present for quorum purposes for the remainder of a meeting at which he or she has been present for any purpose.

(d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) he or she objects at the beginning of the meeting, or promptly upon his or her arrival, to holding it or transacting business at the meeting or, as to a matter required under the articles of incorporation or the bylaws to be included in the notice of the purpose of the meeting, he or she objects before action is taken on the matter; (2) his or her dissent or abstention from action taken is entered in the minutes of the meeting; or (3) he or she delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
Ala. Code § 10-2B-8.06 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.06
Section 10-2B-8.06 Staggered Terms for Directors
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-3.12 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.12
Section 10A-1-3.12 Procedures to Amend Certificate of Formation
Status: in_force

(a) The procedure to adopt an amendment to the certificate of formation is as provided by the chapter of this title which applies to the entity, provided that unless the governing documents of the entity or the chapter of this title which applies to the entity provide otherwise, the governing authorities of the entity shall have the power, without owner or member action, to adopt one or more amendments to the entity’s certificate of formation:

(1) to delete the name and address of organizers or persons listed in the original certificate of formation as initial governing persons, other than the name and address of each general partner of a limited partnership;

(2) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State;

(3) to change the entity name by adding, deleting, or changing a geographical attribution in the name, or by substituting:

a. in the case of a corporation, the word “corporation” or “incorporated” or an abbreviation of one of the words for a similar word or abbreviation;

b. in the case of a professional corporation, the words “professional corporation” for the abbreviation thereof, or the abbreviation for the words;

c. in the case of a professional association in existence on December 31, 1983, the words “professional association” for the abbreviation thereof, or the abbreviation for the words;

d. in the case of a limited partnership, the word “limited” or “limited partnership” or an abbreviation of one of the words for a similar word or abbreviation;

e. in the case of a limited liability company, the words “limited liability company” for the abbreviation thereof, or the abbreviation for the words; or

(4) to make any other change to the certificate of formation expressly permitted by this title to be made without owner or member action.

(b) A filing entity that amends its certificate of formation shall sign and file, in the manner required by Article 4, a certificate of amendment complying with Section 10A-1-3.13 or a restated certificate of formation complying with Section 10A-1-3.17.
Ala. Code § 10A-1-6.12 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-6.12
Section 10A-1-6.12 Court-Ordered Indemnification
Status: in_force

(a) On application of a governing person, former governing person, or delegate and after notice is provided as required by the court, a court may order an enterprise to indemnify the person to the extent the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances.

(b) This section applies without regard to whether the governing person, former governing person, or delegate applying to the court satisfies the requirements of Section 10A-1-6.21 or has been found liable:

(1) to the enterprise; or

(2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person’s official capacity.

(c) The indemnification ordered by the court under this section is limited to reasonable expenses if the governing person, former governing person, or delegate is found liable:

(1) to the enterprise; or

(2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person’s official capacity.
Ala. Code § 10-3A-156 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-156
Section 10-3A-156 Deposits with State Treasurer
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-13-3 — Alabama Code / Title 10 / Chapter 13 / Section 10-13-3
Section 10-13-3 Permitted Form of Unincorporated Trust or Association
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-3.45 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.45
Section 10A-1-3.45 Notice for Uncertificated Ownership Interest
Status: in_force

(a) Except as otherwise provided in subsection (c) and in accordance with Article 8 of Title 7, after issuing or transferring an uncertificated ownership interest, a domestic entity shall notify the owner of the ownership interest in writing of any information required under this division to be stated on a certificate representing the ownership interest.

(b) Except as otherwise expressly provided by law, the rights and obligations of the owner of an uncertificated ownership interest are the same as the rights and obligations of the owner of a certificated ownership interest of the same class and series.

(c) A domestic entity is not required to send a notice under subsection (a) if:

(1) the required information is included in the governing documents of the entity; and

(2) the owner of the uncertificated ownership interest is provided with a copy of the governing documents.
Ala. Code § 10A-2-6.03 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-6.03
Section 10A-2-6.03 Issued and Outstanding 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 issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled.

(b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) of this section and to Section 10A-2-6.40.

(c) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
Ala. Code § 10A-4-2.04 — Alabama Code / Title 10A / Chapter 4 / Section 10A-4-2.04
Section 10A-4-2.04 Rendition of Professional Services
Status: in_force

A professional corporation, domestic or foreign, may render professional services in this state only through individuals permitted to render the services in this state; but nothing in this chapter shall be construed to require that any individual who is employed by a professional corporation be licensed to perform services for which no license is otherwise required or to prohibit the rendering of professional services by a licensed individual acting in that person’s individual capacity, notwithstanding the individual may be a stockholder, member, director, officer, employee, or agent of a professional corporation, domestic or foreign.
Ala. Code § 10-2B-6.27 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-6.27
Section 10-2B-6.27 Restriction on Transfer of Shares and Other Securities
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-104 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-104
Section 10-9A-104 Distribution in Kind
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-3-2.08 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-2.08
Section 10A-3-2.08 Governing Authority; Board of Directors
Status: in_force

(a) All corporate powers shall be exercised by or under authority of, and the business and affairs of a nonprofit corporation shall be managed under the direction of a board of directors except as may be otherwise provided in this chapter or the certificate of formation. If any provision is made in the certificate of formation, the power and duties conferred or imposed upon the board of directors by this chapter shall be exercised or performed to the extent and by the governing authority as shall be provided in the certificate of formation. Directors shall be natural persons but need not be residents of Alabama unless the governing documents so require. The governing documents may prescribe other qualifications for directors. The board of directors shall have authority to fix the compensation of directors unless otherwise provided in the certificate of formation.

(b) The directors of the corporation shall not, as such, be liable for obligations of the corporation.
Ala. Code § 10-13-7 — Alabama Code / Title 10 / Chapter 13 / Section 10-13-7
Section 10-13-7 Classification of Shares
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-5-3 — Alabama Code / Title 10 / Chapter 5 / Section 10-5-3
Section 10-5-3 Condemnation for Rights-of-Way or Easements by Mining, Manufacturing, Industrial, Power and Quarrying Companies
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-6.32 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-6.32
Section 10-2B-6.32 Cancellation of Reacquired Shares
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3-2.43 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-2.43
Section 10A-3-2.43 Power to Indemnify Directors or Officers
Status: in_force

Each nonprofit corporation shall have the power to indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation, whether profit or nonprofit, in which it owns shares of capital stock or of which it is a creditor, against expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been such director or officer, except in relation to matters as to which he or she shall be adjudged in the action, suit, or proceeding to be liable for negligence or misconduct in the performance of his or her duty; and to make any other indemnification that shall be authorized by the governing documents of the nonprofit corporation, vote of the board of directors, or resolution adopted after notice by the members entitled to vote.
Ala. Code § 10A-9-4.02 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-4.02
Section 10A-9-4.02 General Partner Agent of Limited Partnership
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-3-4.02 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-4.02
Section 10A-3-4.02 Certificate of Amendment; Execution and Required Supplemental Provisions
Status: in_force

The certificate of amendment of a nonprofit corporation shall be executed for the nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the articles. The certificate of amendment shall be delivered to the Secretary of State for filing. The certificate of amendment shall set forth the information required by Section 10A-1-3.13 for certificates of amendment, and in addition shall set forth:

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

(2) If there are no members, or no members entitled to vote thereon, a statement of the fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that the amendment received the vote of a majority of the directors in office.
Ala. Code § 10A-5A-11.16 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-11.16
Section 10A-5A-11.16 Effect of Reinstatement
Status: in_force

(a) Subject to subsection (b), upon reinstatement, a series shall be deemed for all purposes to have continued its activities and affairs as if dissolution had never occurred; each right inuring to, and each debt, obligation, and liability incurred by, the series after the dissolution shall be determined as if the dissolution had never occurred.

(b) The rights of persons acting in reliance on the dissolution of the series before those persons had notice of the reinstatement shall not be adversely affected by the reinstatement.
Ala. Code § 10A-4-4.01 — Alabama Code / Title 10A / Chapter 4 / Section 10A-4-4.01
Section 10A-4-4.01 Amendments to Certificate of Formation by Administrators, Etc
Status: in_force

Administrators, executors, guardians, conservators, or receivers of the estates of stockholders of a domestic professional corporation who hold all of the outstanding stock of the domestic professional corporation may amend the certificate of incorporation by signing a written consent to the certificate of amendment and delivering the certificate of amendment for filing to the Secretary of State. The certificate of amendment shall set forth, in addition to the information required to be included in the certificate of amendment by the Alabama Business Corporation Law, a statement that the administrators, executors, guardians, conservators, or receivers own all the outstanding stock.
Ala. Code § 10-9C-804 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-804
Section 10-9C-804 Power of General Partner and Person Dissociated as General Partner to Bind Partnership After Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-61 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-61
Section 10-3A-61 Articles of Incorporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-7.07 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-7.07
Section 10-2B-7.07 Record Date
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-1.42 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-1.42
Section 10A-2A-1.42 Number of Stockholders
Status: in_force

(a) For purposes of this chapter, the following identified as a stockholder in a corporation’s current record of stockholders constitutes one stockholder:

(1) three or fewer co-owners;

(2) a corporation, partnership, trust, estate, or other entity; and

(3) the trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.

(b) For purposes of this chapter, stockholdings registered in substantially similar names constitute one stockholder if it is reasonable to believe that the names represent the same person.
Ala. Code § 10-3A-33 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-33
Section 10-3A-33 Greater Voting Requirements
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-101 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-101
Section 10-9C-101 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-10.22 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-10.22
Section 10-2B-10.22 Bylaw Increasing Quorum or Voting Requirement for Directors
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-113 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-113
Section 10-4-113 Filing of Annual Statements
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-191 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-191
Section 10-9A-191 Merger with Business Entities; Approval of Merger; Termination or Amendment of Merger Agreement
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-9A-6.05 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-6.05
Section 10A-9A-6.05 Effect of Dissociation as General Partner
Status: in_force

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

(1) the person’s right to participate as a general partner in the management and conduct of the partnership’s activities and affairs terminates;

(2) the person’s duty to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership’s activities and affairs terminates;

(3) the person’s following duties continue only with regard to matters arising and events occurring before the person’s dissociation as a general partner:

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

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

(C) the duty of care under Section 10A-9A-4.08;

(4) the person may sign and deliver for filing in accordance with Article 4 of Chapter 1, a statement of dissociation pertaining to the person and, at the request of the limited partnership, if the limited partnership has not filed a statement of dissolution, shall sign an amendment to the certificate of formation which states that the person has dissociated; and

(5) subject to Section 10A-9A-7.04, Article 10 of this chapter and Article 8 of Chapter 1, any transferable interest owned by the person immediately before dissociation in the person’s capacity as a general partner is owned immediately after dissociation by the person as a mere transferee.

(b) A person’s dissociation as a general partner does not of itself discharge the person from any duty, debt, obligation, or liability to the limited partnership or the other partners which the person incurred while a general partner.
Ala. Code § 10A-8A-5.04 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-5.04
Section 10A-8A-5.04 Power of Personal Representative of Deceased Partner
Status: in_force

If a partner dies, the deceased partner’s personal representative or other legal representative may:

(a) for the period of time, if any, that the deceased partner’s personal representative or other legal representative holds the deceased partner’s transferable interest:

(1) exercise the rights of a holder of transferable interests under this chapter;

(2) exercise the rights of a transferee under Section 10A-8A-5.02; and

(3) for purposes of settling the estate, exercise the rights of a current partner under Section 10A-8A-4.10; and

(b) for the period of time that the deceased partner’s personal representative or other legal representative does not hold the deceased partner’s transferable interest, for purposes of settling the estate, exercise the rights of a person dissociated as a partner under Section 10A-8A-4.10.
Ala. Code § 10-9A-167 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-167
Section 10-9A-167 Action by Attorney General
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-20-3.02 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-3.02
Section 10A-20-3.02 Powers of Corporation
Status: in_force

All corporations formed under this article shall have and exercise these powers:

(1) To have perpetual succession by its corporate name;

(2) To take and grant property, to contract obligations, and to sue and be sued by its corporate name;

(3) To buy lands and other property, to receive grants of privileges and immunities, and hold the same for the benefit of its members and their successors;

(4) To receive gifts and grants in trust for the advancement of the religion or faith with which the corporation affiliates and education, and to execute the trusts;

(5) To lend any fund belonging to the corporation, or held by it in trust, and take security therefor, in bond with sureties, in pledges of personalty or in mortgages of property;

(6) To have a corporate seal;

(7) To make bylaws for the government of the corporation in conformity with the general laws and usage of that branch of the Christian church or of any other religious faith or denomination with which it affiliates;

(8) To prescribe the number and qualifications of its members and expel the same for cause; and

(9) To appoint and remove its officers and require bonds of its officers or agents, as it may deem proper.
Ala. Code § 10A-3A-6.12 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-6.12
Section 10A-3A-6.12 Member’s Liability to Third Parties
Status: in_force

A member of a nonprofit corporation is not personally liable for any liabilities of the nonprofit corporation (including liabilities arising from acts of the nonprofit corporation).
Ala. Code § 10-2B-10.09 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-10.09
Section 10-2B-10.09 Effect of Amendment
Status: reserved

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

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

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

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

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

(3) The address of its principal business office;

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

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

(6) The statement shall irrevocably appoint the Commissioner of Revenue of Alabama as its true and lawful attorney to receive service of process in any action or proceeding against it relating to or growing out of any trust, estate or matter in respect of which the foreign corporation may act in this state in any fiduciary capacity.

The statement shall be verified by an officer of the foreign corporation, and there shall be filed with it the certificates of public officials and copies of documents certified by public officials as may be necessary to show that the foreign corporation is authorized to act in a fiduciary capacity or capacities similar to those in which it desires to act in the State of Alabama in the state in which it is incorporated or, if it is a national banking association or other corporation organized under the laws of the United States, in which it has its principal place of business.
Ala. Code § 10-2B-16.20 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-16.20
Section 10-2B-16.20 Financial Statements for Shareholders
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-8.55 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.55
Section 10-2B-8.55 Determination and Authorization of Indemnification
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-3.13 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.13
Section 10A-1-3.13 Certificate of Amendment
Status: in_force

A certificate of amendment for a filing entity must state:

(1) the name of the filing entity;

(2) the type of the filing entity;

(3) the date of filing of the certificate of formation, and of all prior amendments and the filing office or offices where filed;

(4) for each provision of the certificate of formation that is added, altered, or deleted, an identification by reference or description of the added, altered, or deleted provision and, if the provision is added or altered, a statement of the text of the amended or added provision;

(5) that the amendment or amendments have been approved in the manner required by this title and the governing documents of the entity; and

(6) all other information required by the provisions of this title applicable to the filing entity to be in the certificate of amendment.
Ala. Code § 10-4-398 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-398
Section 10-4-398 Revocation of Certificate of Authority
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-508 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-508
Section 10-9C-508 Limitations on Distribution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-304 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-304
Section 10-9C-304 Right of Limited Partner and Former Limited Partner to Information
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-805 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-805
Section 10-9C-805 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

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3-7.12 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-7.12
Section 10A-3-7.12 Liquidation - Qualification of Receivers
Status: in_force

A receiver shall be a natural person, a partnership, a professional association, a professional corporation, or a business corporation authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in Alabama, and shall in all cases give bond as the court may direct with the sureties the court may require.
Ala. Code § 10A-8A-9.02 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-9.02
Section 10A-8A-9.02 Conversion
Status: in_force

(a) An organization other than a partnership may convert to a partnership, and a partnership may convert to an organization other than a partnership pursuant to this section, Sections 10A-8A-9.03 through 10A-8A-9.05, and a plan of conversion, if:

(1) the governing statute of the organization that is not a partnership authorizes the conversion;

(2) the law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and

(3) the converting organization and the converted organization each comply with the governing statute and organizational documents applicable to that organization in effecting the conversion.

(b) A plan of conversion must be in writing and must include:

(1) 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;

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

(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration allowed in Section 10A-8A-9.02(c); and

(4) the organizational documents of the converted organization.

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

(d) At the time of the approval of the plan of conversion in accordance with Section 10A-8A-9.03, the plan of conversion is not required to contain or have attached thereto any disclosure letter, disclosure schedules, or similar documents or instruments contemplated by the plan of conversion that modify, supplement, qualify, or make exceptions to representations, warranties, covenants, or conditions contained in the plan of conversion.

(e) If a partnership is the converting organization 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 that partnership must, before proceeding with a conversion deliver to the Secretary of State for filing, a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership simultaneously with the delivery to the Secretary of State for filing, of a statement of conversion.

(f) If an organization is converting to a partnership, the converting organization must deliver to the Secretary of State for filing a statement of partnership, statement of not for profit partnership, or a statement of limited liability partnership in accordance with Section 10A-8A-9.04.
Ala. Code § 10-2A-70 — Alabama Code / Title 10 / Chapter 2A / Section 10-2A-70
Section 10-2A-70 Giving Aid or Contribution to Political Party or Candidate, Etc.; Penalty; Exception for Voluntary Separate Political Fund
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-4.02 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-4.02
Section 10A-20-4.02 Establishment of Schools, Hospitals, Orphanages, Etc., by State, Sectional, or National Conventions or Associations
Status: in_force

Incorporated conventions or associations, as well as sectional or national conventions or associations of churches incorporated under the laws of any state, may establish schools, colleges, universities, hospitals, orphanages, or training courses for the ministry, missions, medical, sanitary, and other benevolent work, either directly or by authorizing boards of directors to be by the convention appointed, from time to time, to incorporate under general laws as a separate but subsidiary corporation. Any religious, educational, or charitable association or institution so established by the convention, whether separately incorporated or not, shall always be under the complete control and ownership of the conventions or of boards of trustees or directors now appointed, or hereafter from time to time appointed by the conventions, and may donate and convey property to them.
Ala. Code § 10A-20-6.12 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-6.12
Section 10A-20-6.12 Certificates for Agents; Filing of Health Service Certificates
Status: in_force

Persons representing a health care service corporation organized under this chapter in writing or soliciting health care certificates for the corporation, and the health care service corporation with respect thereto, shall be subject to Chapters 7 and 8A of Title 27.
Ala. Code § 10-9A-60 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-60
Section 10-9A-60 Admission of Additional General Partners
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-30-1.08 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-1.08
Section 10A-30-1.08 Board of Governors; Officers; Bylaws; Voting by Members or Shareholders; Applicable to Professional Associations Formed Prior to January 1, 1984
Status: in_force

A professional association organized pursuant to this article shall be governed by a board of governors elected by the members or shareholders and represented by officers elected by the board of governors, so that centralization of management will be assured, and no member shall have the power to bind the association within the scope of the association’s business or profession merely by virtue of being a member or shareholder of the association. Members of the board of governors need not be members or shareholders of the professional association and officers need not be members of the board of governors; except, that the president shall be a member of the board of governors; provided, that no officer or member of the board of governors who is not duly licensed to practice the profession for which the professional association was organized shall participate in any decisions constituting the practice of the profession. The members may adopt bylaws as they may deem proper, or the power to promulgate bylaws of the association may be delegated by the certificate of formation to the board of governors of the professional association, as the members or shareholders may decide. Each member or shareholder shall have the power to cast a vote or votes at the meeting of the members or shareholders as the certificate of formation shall provide. The officers of the professional association may employ agents or employees of the association as they may deem advisable subject to Section 10A-30-1.12. The officers of the association shall include a president, vice-president, secretary, treasurer, and other officers as the board of governors may determine. Any one person may serve in more than one office; provided, that the president and the secretary of the professional association shall not be the same person.
Ala. Code § 10-8A-102 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-102
Section 10-8A-102 Knowledge and Notice
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-8A-804 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-804
Section 10-8A-804 Partner’s Power to Bind Partnership After Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-61 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-61
Section 10-4-61 Establishment of Schools, Hospitals, Orphanages, Etc., by State, Sectional or National Conventions or Associations
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-8.23 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.23
Section 10A-2-8.23 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 director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b), the waiver must be in writing, signed by the director entitled to notice, and filed with the minutes or corporate records.

(b) A director’s attendance at or participation in a meeting:

(1) Waives objection to lack of any required notice to him or her or defective notice of the meeting unless the director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting, and

(2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the director objects to considering the matter before action is taken on the matter.
Ala. Code § 10A-5A-10.09 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-10.09
Section 10A-5A-10.09 Restrictions on Approval of Mergers and Conversions
Status: in_force

(a) If a member of a converting or constituent limited liability company will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that member’s consent to the plan.

(b) A member does not give the consent required by subsection (a) merely by consenting to a provision of the limited liability company agreement that permits the limited liability company agreement to be amended with the consent of fewer than all the members.
Ala. Code § 10-10-2 — Alabama Code / Title 10 / Chapter 10 / Section 10-10-2
Section 10-10-2 Laws Governing - Generally; Applicability of Chapter
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-35 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-35
Section 10-3A-35 Number and Election of Directors; Terms; Removal from Office
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-16.22 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-16.22
Section 10A-2-16.22 Annual Report for Secretary of State
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 domestic corporation, and each foreign corporation authorized to transact business in this state, shall deliver to the Secretary of State for filing an annual report that sets forth:

(1) The name of the corporation and the state or other jurisdiction under whose law it is incorporated;

(2) The address of its registered office and the name of its registered agent at that office in this state;

(3) The address of its principal office including, in the case of a foreign corporation, the address of its principal office in the state or other jurisdiction under whose law it is incorporated;

(4) The names and respective addresses of its president and secretary; and

(5) A brief statement of the character of business in which it is actually engaged in this state.

(b) Information in the annual report must be current as of the date the annual report is executed on behalf of the corporation.

(c) The first annual report must be delivered to the Secretary of State between January 1 and March 15 of the year following the calendar year in which a domestic corporation was incorporated or a foreign corporation was authorized to transact business. Subsequent annual reports must be delivered to the Secretary of State between January 1 and March 15 of the following calendar years.

(d) If an annual report does not contain the information required by this section, the Secretary of State shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the Secretary of State within 30 days after the effective date of notice, it is deemed to be timely filed.

(e) The public record information filed with the Department of Revenue, pursuant to Chapter 14A of Title 40 shall constitute and be accepted in lieu of the annual report required pursuant to this section, provided that a ten dollar ($10) fee for the State of Alabama accompany the public record information filed by the corporation annually with the Department of Revenue. The fee for the annual report shall be deposited in the State Treasury to the credit of the Secretary of State Entity Fund as prescribed by Section 10A-1-4.31.
Ala. Code § 10A-9A-8.11 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-8.11
Section 10A-9A-8.11 Certificate of Reinstatement
Status: in_force

(a) In order to reinstate a limited partnership under this article, a certificate of reinstatement shall be delivered for filing to the Secretary of State which certificate of reinstatement shall have attached thereto a true and complete copy of the limited partnership’s certificate of formation. The certificate of reinstatement shall state:

(1) the name of the limited partnership before reinstatement;

(2) the name of the limited partnership following reinstatement, which limited partnership name shall comply with Section 10A-9A-8.12;

(3) the date of formation of the limited partnership;

(4) the date of dissolution of the limited partnership, if known;

(5) a statement that all applicable conditions of Section 10A-9A-8.10 have been satisfied;

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

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

(b) A limited partnership shall not be required to file a statement of dissolution in order to file a certificate of reinstatement.

(c) A certificate of reinstatement shall be deemed to be a filing instrument under Chapter 1.
Ala. Code § 10-2B-4.03 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-4.03
Section 10-2B-4.03 Registered Name
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-4-3.01 — Alabama Code / Title 10A / Chapter 4 / Section 10A-4-3.01
Section 10A-4-3.01 Issuance and Transfer of Stock
Status: in_force

(a) A domestic professional corporation may issue stock, fractions of a share of stock, and rights or options to purchase stock only to qualified persons.

(b) Where deemed necessary by the licensing authority for any profession in order to prevent violations of the ethical standards of the profession, the licensing authority may, within its rulemaking power, by rule further restrict, condition, or abridge the authority of domestic professional corporations to issue stock, but no rule shall, of itself, have the effect of causing a stockholder of a professional corporation at the time the rule becomes effective to become a disqualified person unless and to the extent specified by the licensing authority.

(c) A stockholder of a domestic professional corporation may transfer or pledge stock, fractions of a share of stock, and rights or options to purchase stock of the professional corporation only to qualified persons.

(d) Any issuance or transfer of stock in violation of this section shall be void, however, nothing contained herein shall prohibit the transfer of stock of a domestic professional corporation by operation of law or court decree.

(e) Nothing in this section shall require domestic nonprofit professional corporations to issue stock. Domestic nonprofit professional corporations may have members and all members must be qualified persons. A licensing authority may, within its rulemaking power, by rule further restrict, condition, or abridge membership in domestic nonprofit corporations, but no rule shall, of itself, have the effect of causing a member of a domestic nonprofit professional corporation at the time the rule becomes effective to become a disqualified person unless and to the extent specified by the licensing authority.
Ala. Code § 10A-20-6.01 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-6.01
Section 10A-20-6.01 Applicability of Article
Status: in_force

Any nonstock nonprofit corporations organized for the purpose of establishing, maintaining, and operating a health care service plan under which health services are furnished to the public who become subscribers to the plan pursuant to contracts are authorized and shall be governed by the provisions of this article.
Ala. Code § 10A-3A-4.07 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-4.07
Section 10A-3A-4.07 Grant of Inspection Rights to Designated Persons
Status: in_force

If the certificate of incorporation provides approval rights to a person or group of persons as authorized in Section 10A-3A-2.02(b)(ix), then the certificate of incorporation may grant inspection rights to that person or group of persons. Any grant of inspection rights under this section may set forth the scope, rights, limits, restrictions, conditions, confidentiality, and any other matter related to that grant of the inspection rights.
Ala. Code § 10A-9A-9.03 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-9.03
Section 10A-9A-9.03 Standing
Status: in_force

A partner may commence or maintain a derivative action in the right of the limited partnership only if the partner:

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

(2) either:

(A) was a partner of the limited partnership at the time of the act or omission of which the partner complains; or

(B) whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the act or omission of which the partner complains.
Ala. Code § 10-8A-1108 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-1108
Section 10-8A-1108 Composite Returns
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-16.21 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-16.21
Section 10-2B-16.21 Other Reports to Shareholders
Status: reserved

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

Upon the effectiveness under Sections 10A-1-4.11 and 10A-1-4.12 of the filing of the certificate of formation with the Secretary of State, the corporate existence shall begin. The Secretary of State’s filing of the certificate of formation shall be conclusive evidence that the corporation has been incorporated under this chapter, except as against the State of Alabama in a proceeding to cancel or revoke the incorporation or for involuntary dissolution of the corporation.
Ala. Code § 10A-8-10.04 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-10.04
Section 10A-8-10.04 Admissibility of Registration Information
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10-8A-502 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-502
Section 10-8A-502 Partner’s Transferable Interest in Partnership
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-7.40 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.40
Section 10A-2A-7.40 Division Definitions
Status: in_force

In this division:

(1) COURT means 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.

(2) DERIVATIVE ACTION means a civil suit in the right of a corporation or, to the extent provided in Section 10A-2A-7.48, in the right of a foreign corporation.

(3) STOCKHOLDER means a record stockholder, a beneficial stockholder, and an unrestricted voting trust beneficial owner.
Ala. Code § 10-12-4 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-4
Section 10-12-4 (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.) Powers
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-14.33 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-14.33
Section 10-2B-14.33 Decree of Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-8.56 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.56
Section 10A-2A-8.56 Indemnification of Officers
Status: in_force

(a) A 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 stockholders, except for

(i) liability in connection with a proceeding by or in the right of the 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 he or she is not entitled,

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

(C) an intentional violation of criminal law.

(b) Subsection (a)(2) shall apply to an officer who is also a director if he or she 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 mandatory indemnification under Section 10A-2A-8.52, and may apply to a court under Section 10A-2A-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.
Ala. Code § 10A-20-1.03 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-1.03
Section 10A-20-1.03 Certificate of Incorporation
Status: in_force

When the application has been made, filed, and recorded as provided in Section 10A-20-1.02, the applicant shall constitute a corporation sole under the name proposed in the application; and the Secretary of State shall make and issue to the applicant a certificate of incorporation pursuant to this article, under the seal of the state, and shall record the same with the application.
Ala. Code § 10A-3-5.04 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-5.04
Section 10A-3-5.04 Articles of Merger or Consolidation
Status: in_force

(a) Upon the approval, articles of merger or articles of consolidation shall be executed for each nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the articles, and shall set forth:

(1) The plan of merger or the plan of consolidation;

(2) If the members of any merging or consolidating nonprofit corporation are entitled to vote thereon, then as to each nonprofit corporation (i) a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting, or (ii) a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and

(3) If any merging or consolidating nonprofit corporation has no members, or no members entitled to vote thereon, then as to each nonprofit corporation a statement of the fact, the date of the meeting of the board of directors at which the plan was adopted, and a statement of the fact that the plan received the vote of a majority of the directors in office.

(b) The articles of merger or articles of consolidation shall be delivered to the Secretary of State for filing.
Ala. Code § 10A-30-2.13 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-2.13
Section 10A-30-2.13 Effect of the Close Corporation Provisions on Other Laws; Applicable to Corporations Formed as Close Corporations or Electing Close Corporation Status Prior to January 1, 1995
Status: in_force

This article shall not be deemed to repeal any statute or rule of law which is or would be applicable to any corporation which is governed by the Alabama Business Corporation Law but is not a close corporation.
Ala. Code § 10-9A-6.02 — Alabama Code / Title 10A / Chapter 9 / Section 10-9A-6.02
Section 10-9A-6.02 Effect of Dissociation as Limited Partner
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-1-6.23 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-6.23
Section 10A-1-6.23 Manner for Determining Permissive Indemnification
Status: in_force

(a) Except as otherwise provided by subsections (b) and (c), the determinations required under Section 10A-1-6.21(a) must be made by:

(1) a majority vote of a quorum composed of the governing persons who at the time of the vote are disinterested and independent;

(2) if a quorum described by subsection (a)(1) cannot be obtained, a majority vote of a committee of the board of directors of the enterprise designated to act in the matter by a majority vote of the governing persons and composed of at least one governing person who at the time of the vote is disinterested and independent;

(3) special legal counsel selected by the board of directors of the enterprise, or selected by a committee of the board of directors, by vote in accordance with subdivision (1) or subdivision (2) or, if a quorum described by subdivision (1) cannot be obtained and a committee described by subdivision (2) cannot be established, by a majority vote of the governing persons of the enterprise;

(4) a majority of the membership interests that are entitled to vote on the transactions by virtue of not being owned by or under control of the governing persons constitutes a quorum for purposes of taking action under this section; or

(5) a unanimous vote of the owners or members of the enterprise.

(b) If special legal counsel determines under subsection (a)(3) that a person meets the standard under Section 10A-1-6.21(a)(1), the special legal counsel shall determine whether the amount of expenses is reasonable under Section 10A-1-6.21(a)(2) but may not determine whether indemnification should be paid under Section 10A-1-6.21(a)(3). The determination whether indemnification should be paid must be made in a manner specified by subsection (a)(1), (2), (4), or (5).

(c) A provision contained in the governing documents of the enterprise, a resolution of the owners, members, or governing authority, or an agreement that requires the indemnification of a person who meets the standard under Section 10A-1-6.21(a)(1) constitutes a determination under Section 10A-1-6.21(a)(3) that indemnification should be paid even though the provision may not have been adopted or authorized in the same manner as the determinations required under Section 10A-1-6.21(a). The determinations required under Section 10A-1-6.21(a)(1) and (2) must be made in a manner provided by subsection (a).
Ala. Code § 10A-4-1.02 — Alabama Code / Title 10A / Chapter 4 / Section 10A-4-1.02
Section 10A-4-1.02 Applicability of Business Corporation Law and Nonprofit Corporation Law
Status: in_force

The provisions of the Alabama Business Corporation Law shall apply to professional corporations, domestic and foreign, except to the extent the provisions are inconsistent with the provisions of this chapter; provided, however, that in the case of nonprofit professional corporations, domestic or foreign, the provisions of the Alabama Nonprofit Corporation Law shall apply except to the extent the provisions are inconsistent with the provisions of this chapter.
Ala. Code § 10A-5A-11.03 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-11.03
Section 10A-5A-11.03 Assets of Series
Status: in_force

(a) Assets of a series may be held directly or indirectly, including being held in the name of the series or in the name of the limited liability company.

(b) If the records of a series are maintained in a manner so that the assets of the series can be reasonably identified by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentage or share of any assets, or by any other method in which the identity of the assets can be objectively determined, the records are considered to satisfy the requirements of Section 10A-5A-11.02(b)(1).
Ala. Code § 10-2B-6.31 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-6.31
Section 10-2B-6.31 Corporation’s Acquisition of Its Own Shares
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-202 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-202
Section 10-9A-202 Effect of Repeal of Prior Provisions of Code
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-3A-8.50 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.50
Section 10A-3A-8.50 Division Definitions
Status: in_force

In this division:

(1) “DIRECTOR” or “OFFICER” means an individual who is or was a director or officer, respectively, of a nonprofit corporation or who, while a director or officer of the nonprofit corporation, is or was serving at the nonprofit corporation’s request as a director, officer, manager, member, partner, trustee, employee, or agent of another entity or employee benefit plan. A director or officer is considered to be serving an employee benefit plan at the nonprofit corporation’s request if the individual’s duties to the nonprofit corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. “Director” or “officer” includes, unless the context requires otherwise (i) the estate or personal representative of a director or officer and (ii) with respect to a director, an individual designated, elected, or appointed by that or any other name or title.

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

(3) “NONPROFIT CORPORATION” includes any domestic or foreign predecessor entity of a nonprofit corporation.

(4) “OFFICIAL CAPACITY” means: (i) when used with respect to a director, the office of director in a nonprofit corporation; and (ii) when used with respect to an officer, as contemplated in Section 10A-3A-8.56, the office in a nonprofit corporation held by the officer. “Official capacity” does not include service for any other corporation or foreign corporation or any joint venture, trust, employee benefit plan, or other entity.

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

(6) “PROCEEDING” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.
Ala. Code § 10-9C-208 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-208
Section 10-9C-208 Liability for False Information in Filed Record
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-18.02 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-18.02
Section 10A-2A-18.02 Application to Existing Foreign Corporations
Status: in_force

A foreign corporation registered or authorized to transact business in this state on January 1, 2020, is subject to this chapter and is deemed to be registered to transact business in this state, and is not required to renew its registration to transact business under Article 7, commencing with Section 10A-1-7.01, of Chapter 1, except as Article 7, commencing with Section 10A-1-7.01, of Chapter 1 requires.
Ala. Code § 10-2B-7.06 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-7.06
Section 10-2B-7.06 Waiver of Notice
Status: in_force

(a) A shareholder may waive any notice required by the Constitution of Alabama of 1901, 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 § 10-2A-313 — Alabama Code / Title 10 / Chapter 2A / Section 10-2A-313
Section 10-2A-313 Effect of the Close Corporation Provisions on Other Laws
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-15-2 — Alabama Code / Title 10 / Chapter 15 / Section 10-15-2
Section 10-15-2 Definitions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-30-2.02 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-2.02
Section 10A-30-2.02 “Close Corporation” Defined; Contents of Certificate of Formation; Number of Shareholders; Applicable to Corporations Formed as Close Corporations or Electing Close Corporation Status Prior to January 1, 1995
Status: in_force

(a) A close corporation is a corporation organized under former Chapter 2A of former Title 10 whose certificate of formation contains the provisions required by former Section 10-2A-91 or a successor statute, including Section 10A-2-2.02 and, in addition, provide that:

(1) The corporation is a close corporation authorized by this article;

(2) All of the issued shares of all classes shall be subject to one or more of the restrictions on transfer permitted by former Section 10-2A-41 or a successor statute, including Section 10A-2-6.27; and

(3) For purposes of determining the number of holders of record of the stock of a close corporation, stock which is held in joint or common tenancy or by the entireties shall be treated as held by one shareholder.

(b) The certificate of formation of a close corporation may set forth the qualifications of shareholders, either by specifying classes of persons who shall be entitled to be holders of record of shares of any class, or by specifying classes of persons who shall not be entitled to be holders of shares of any class or both.

(c) All of the corporation’s issued shares of all classes, exclusive of treasury shares, shall be held of record by not more than a specified number of persons, not exceeding 30.
Ala. Code § 10A-2A-1.49 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-1.49
Section 10A-2A-1.49 Notice Requirements
Status: in_force

(a) Unless stockholder approval is required under Section 10A-2A-1.47(c), prompt notice of an action taken under Section 10A-2A-1.47 shall be given to each holder of valid and putative stock, regardless of whether entitled to vote, as of (i) the date of such action by the board of directors, and (ii) the date of the defective corporate action ratified, provided that notice shall not be required to be given to holders of valid and putative stock whose identities or addresses for notice cannot be determined from the records of the corporation.

(b) The notice must contain (i) either a copy of the action taken by the board of directors in accordance with Section 10A-2A-1.47(a) or (b) or the information required by Section 10A-2A-1.47(a)(1) through (a)(4) or Section 10A-2A-1.47(b)(1) through (b)(3), as applicable, and (ii) a statement that any claim that the ratification of the defective corporate action and any putative stock issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within 120 days from the applicable validation effective time.

(c) No notice under this section is required with respect to any action required to be submitted to stockholders for approval under Section 10A-2A-1.47(c) if notice is given in accordance with Section 10A-2A-1.48(b).

(d) A notice required by this section may be given in any manner permitted by Section 10A-2A-1.41 and, for any corporation subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, may be given by means of a filing or furnishing of such notice with the United States Securities and Exchange Commission.
Ala. Code § 10A-2-10.05 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-10.05
Section 10A-2-10.05 Amendment Before Issuance of Shares
Status: reserved

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

If a corporation has not yet issued shares, its board of directors may adopt one or more amendments to the corporation’s articles of incorporation.
Ala. Code § 10A-20-6.05 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-6.05
Section 10A-20-6.05 Bylaws
Status: in_force

The power to adopt, alter, amend, or repeal bylaws shall be vested in the board of directors. The bylaws may contain any provisions for the regulation and management of the affairs of the corporation, including provisions for the number and selection of the board of directors, not inconsistent with this article.
Ala. Code § 10-12-35 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-35
Section 10-12-35 (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.) Member’s Financial Rights 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-1-1.01 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-1.01
Section 10A-1-1.01 Short Title
Status: in_force

This title shall be known and may be cited as the “Alabama Business and Nonprofit Entity Code.”
Ala. Code § 10A-2-6.02 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-6.02
Section 10A-2-6.02 Terms of Class or Series Determined by Board of Directors
Status: reserved

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

(a) If the articles of incorporation so provide, and if the action is not inconsistent with the provisions of the Constitution of Alabama of 1901, as the same may be amended from time to time, the board of directors may determine, in whole or in part, the preferences, limitations, and relative rights, within the limits set forth in Section 10A-2-6.01, of: (1) any class of shares before the issuance of any shares of that class; or (2) one or more series within a class before the issuance of any shares of that series.

(b) Each series of a class must be given a distinguishing designation.

(c) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series, and except to the extent otherwise provided in the description of that series, with those of other series of the same class.

(d) Before issuing any shares of a class or series created under this section, the corporation must deliver to the judge of probate for filing articles of amendment which, except as required by the Constitution of Alabama of 1901, as the same may be amended from time to time, are effective without shareholder approval and constitute an amendment to the articles of incorporation. The articles shall set forth:

(1) The name of the corporation;

(2) The text of the amendment determining the terms of the class or series of shares;

(3) The date it was adopted; and

(4) A statement that the amendment was duly adopted by the board of directors.
Ala. Code § 10A-30-1.09 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-1.09
Section 10A-30-1.09 Powers; Conveyances; Exemption from Liability; Applicable to Professional Associations Formed Prior to January 1, 1984
Status: in_force

A professional association organized pursuant to the provisions of this article may contract in its own name, take, hold, and sell real and personal property in its own name, independent of its members, and sue and be sued as independent entities as now provided by law. Any conveyance in the name of the professional association to a third person executed by the president and attested by the secretary shall be conclusively presumed to be properly executed and shall divest all right, title, and interest of the professional association, its members, and the board of governors thereof. The assets of a professional association shall not be liable to attachment for the individual debts of its members or shareholders.
Ala. Code § 10-3A-184 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-184
Section 10-3A-184 Revocation of Certificate of Authority
Status: reserved

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

(a) Where any corporate action specified in Section 10A-2A-13.02(a) is to be submitted to a vote at a stockholders’ meeting, the meeting notice (or where no approval of the corporate action is required pursuant to Section 10A-2A-11.04(j), the offer made pursuant to Section 10A-2A-11.04(j)), must state that the corporation has concluded that appraisal rights are, are not, or may be available under this Article 13. If the corporation concludes that appraisal rights are or may be available, a copy of this Article 13 must accompany the meeting notice or offer sent to those record stockholders entitled to exercise appraisal rights.

(b) In a merger pursuant to Section 10A-2A-11.05, the parent entity shall notify in writing all record stockholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. The notice shall be sent within 10 days after the corporate action became effective and include the materials described in Section 10A-2A-13.22.

(c) Where any corporate action specified in Section 10A-2A-13.02(a) is to be approved by written consent of the stockholders pursuant to Section 10A-2A-7.04:

(1) written notice that appraisal rights are, are not, or may be available shall be sent to each record stockholder from whom a consent is solicited at the time consent of each stockholder is first solicited and, if the corporation has concluded that appraisal rights are or may be available, the notice must be accompanied by a copy of this Article 13; and

(2) written notice that appraisal rights are, are not, or may be available must be delivered together with the notice to nonconsenting and nonvoting stockholders required by Section 10A-2A-7.04(d) and (e), may include the materials described in Section 10A-2A-13.22 and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this Article 13.

(d) Where corporate action described in Section 10A-2A-13.02(a) is proposed, or a merger pursuant to Section 10A-2A-11.05 is effected, the notice referred to in subsection (a) or (c), if the corporation concludes that appraisal rights are or may be available, and in subsection (b) must be accompanied by:

(1) financial statements of the corporation that issued the stock that may be subject to appraisal, consisting of a balance sheet as of the end of a fiscal year ending not more than 16 months before the date of the notice, an income statement for that year, and a cash flow statement for that year; provided that, if the financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; and

(2) the latest interim financial statements of the corporation, if any.

(e) The right to receive the information described in subsection (d) may be waived in writing by a stockholder before or after the corporate action.
Ala. Code § 10A-3-5.03 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-5.03
Section 10A-3-5.03 Approval of Merger or Consolidation
Status: in_force

(a) A plan of merger or consolidation shall be adopted in the following manner:

(1) If the members of any merging or consolidating nonprofit corporation are entitled to vote thereon, the board of directors of the nonprofit corporation shall adopt a resolution approving the proposed plan 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 plan 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 meeting of members. The proposed plan 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 any merging or consolidating nonprofit corporation has no members, or no members entitled to vote thereon, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of the corporation upon receiving the vote of a majority of the directors in office.

(b) After the approval, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.
Ala. Code § 10-4-402 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-402
Section 10-4-402 Article Does Not Restrict Regulation by Licensing Authority
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-3.15 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.15
Section 10A-1-3.15 Right to Restate Certificate of Formation
Status: in_force

(a) A filing entity may restate its certificate of formation.

(b) An amendment effected by a restated certificate of formation must comply with Section 10A-1-3.11(b).
Ala. Code § 10A-2A-17.05 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-17.05
Section 10A-2A-17.05 Annual Benefit Report
Status: in_force

(a) No less than annually, a benefit corporation shall prepare a benefit report addressing the efforts of the corporation during the preceding year to operate in a responsible and sustainable manner, to pursue any public benefit or benefits identified in any public benefit provision, and to consider the interests described in Section 10A-2A-17.04(b). The annual benefit report must include:

(1) the objectives that the board of directors has established for the corporation to operate in a responsible and sustainable manner, to pursue the public benefit or benefits identified in any public benefit provision, and to consider the interests described in Section 10A-2A-17.04(b);

(2) the standards the board of directors has adopted to measure the corporation’s progress in operating in a responsible and sustainable manner, in pursuing the public benefit or benefits identified in any public benefit provision, and in considering the interests described in Section 10A-2A-17.04(b);

(3) if the certificate of incorporation or bylaws require that the corporation use an independent third-party standard in reporting on the corporation’s progress in operating in a responsible and sustainable manner, in pursuing the public benefit or benefits identified in any public benefit provision, or in considering the interests described in Section 10A-2A-17.04(b), or if the board of directors has chosen to use such a standard, the applicable standard so required or chosen; and

(4) an assessment of the corporation’s success in meeting the objectives and standards identified in subsections (a)(1) and (a)(2) and, if applicable, subsection (a)(3), and the basis for that assessment.

(b) The benefit corporation shall deliver to each stockholder, or make available and provide written notice to each stockholder of the availability of, the annual benefit report required by subsection (a) on or before the earlier of:

(1) 120 days following the end of the fiscal year of the benefit corporation; or

(2) the time that the benefit corporation delivers any other annual reports or annual financial statements to its stockholders.

(c) Any stockholder that has not received or been given access to an annual benefit report within the time required by subsection (b) may make a written request that the corporation deliver or make available the annual benefit report to the stockholder. If a benefit corporation does not deliver or make available an annual benefit report to the stockholder within five business days of receiving such request, the requesting stockholder may apply to the designated court, and if none, to the circuit court of the county where the corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation’s most recent registered office is located for an order requiring delivery of or access to the annual benefit report. The court shall dispose of an action under this subsection (c) on an expedited basis.

(d) A benefit corporation shall post all of its annual benefit reports on the public portion of its website, if any. If a benefit corporation does not have a website, the benefit corporation shall provide a copy of its most recent annual benefit report, without charge, to any person that requests a copy in writing.
Ala. Code § 10A-11-1.08 — Alabama Code / Title 10A / Chapter 11 / Section 10A-11-1.08
Section 10A-11-1.08 Voting Power; Amendment or Repeal of Bylaws; Protection of Stockholders
Status: in_force

(a) No capital stock other than membership shares shall be given voting power in an employee cooperative, except as otherwise provided in this chapter.

(b) Notwithstanding any other provision of law, the power to amend or repeal bylaws of an employee cooperative shall be vested in the members only.

(c) Amendments adversely affecting the rights of members may not be adopted without the vote of the members, except that the protection of this subsection may be extended to stockholders in the case of employee cooperative corporations that have not elected to operate as an internal capital account cooperative.
Ala. Code § 10A-5A-10.10 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-10.10
Section 10A-5A-10.10 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-8-4.06 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-4.06
Section 10A-8-4.06 Continuation of Partnership Beyond Definite Term or Particular Undertaking
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10A-8A-9.10 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-9.10
Section 10A-8A-9.10 Restrictions on Approval of Mergers, Conversions and on Relinquishing Llp Status
Status: in_force

(a) If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that partner’s consent to the plan.

(b) A statement of cancellation of the statement of limited liability partnership filed in connection with a conversion or merger is ineffective without each partner’s written consent to such amendment.

(c) A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.
Ala. Code § 10A-11-1.09 — Alabama Code / Title 10A / Chapter 11 / Section 10A-11-1.09
Section 10A-11-1.09 Apportionment, Etc., of Net Earnings or Losses
Status: in_force

(a) The net earnings or losses of an employee cooperative shall be apportioned and distributed at such times and in such manner as the governing documents specify. Net earnings declared as patronage allocations with respect to a period of time, and paid or credited to members, shall be apportioned among the members in accordance with the ratio which each member’s patronage during the period involved bears to total patronage by all members during that period.

(b) The apportionment, distribution, and payment of net earnings required by subsection (a) may be in cash, credits, written notices of allocation, or capital stock issued by the employee cooperative.
Ala. Code § 10A-1-5.24 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.24
Section 10A-1-5.24 Duration of Registration of Name
Status: reserved

Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.
Ala. Code § 10A-20-13.01 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-13.01
Section 10A-20-13.01 Retail Merchants; Authority to Form Corporation
Status: in_force

Whenever 10 or more retail merchants wish to form an association, cooperative society, or corporation for nonprofit purposes in the sense of not paying interest or dividends on stock, but for mutual benefit through the application of cooperation or other economic principles, they may become a body corporate in the manner provided in Chapter 4.
Ala. Code § 10-13-11 — Alabama Code / Title 10 / Chapter 13 / Section 10-13-11
Section 10-13-11 Annual Report
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-12.08 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-12.08
Section 10A-9-12.08 Classification
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-8A-7.02 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-7.02
Section 10A-8A-7.02 Power to Bind and Liability of Person Dissociated as a Partner
Status: in_force

(a) For one year after a person dissociates as a partner without resulting in a dissolution and winding up of the partnership business or not for profit activity, the partnership, including a surviving partnership or other surviving entity under Article 9 of this chapter and Article 8 of Chapter 1, is bound by an act of the person dissociated as a partner which would have bound the partnership under Section 10A-8A-3.01 before dissociation only if at the time of entering into the transaction the other party:

(1) reasonably believed that the person dissociated as a partner was then a partner and reasonably relied on such belief in entering into the transaction;

(2) did not have notice of the person’s dissociation as a partner; and

(3) is not deemed to have had knowledge or notice under Section 10A-8A-1.03.

(b) A person dissociated as a partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the person dissociated as a partner after dissociation for which the partnership is liable under subsection (a).
Ala. Code § 10-8A-704 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-704
Section 10-8A-704 Statement of Dissociation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-11.22 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-11.22
Section 10A-3A-11.22 Receivership; Custodianship; Continuation
Status: in_force

(a) A court in a judicial proceeding brought to dissolve a nonprofit corporation may (i) appoint one or more receivers to wind up and liquidate, (ii) appoint one or more custodians to manage the activities and affairs of the nonprofit corporation, or (iii) appoint one or more custodians to determine whether the nonprofit corporation should be dissolved. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has jurisdiction over the nonprofit corporation and all of its property wherever located.

(b) The court may appoint an individual, nonprofit corporation, or other entity as a receiver or custodian, which, if a foreign entity, must be registered to do business in this state. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

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

(1) the receiver: (i) may dispose of all or any part of the assets of the nonprofit corporation wherever located, at a public or private sale; and (ii) may sue and defend in the receiver’s own name as receiver of the nonprofit corporation in all courts of this state.

(2) the custodian may exercise all of the powers of the nonprofit corporation, through or in place of its board of directors, to the extent necessary to manage the affairs of the nonprofit corporation in the best interests of the mission of the nonprofit corporation and in the best interests of the nonprofit corporation, its members, if any, and creditors.

(3) in lieu of dissolution, the court may authorize a custodian in a proceeding brought under Section 10A-3A-11.20, to determine whether the nonprofit corporation should be dissolved. If the custodian determines that the nonprofit corporation should not be dissolved, the custodian shall prepare and present to the court a plan of operation which shall set forth:

(i) the reasons that it is in the best interest of the nonprofit corporation to continue its activities and affairs and not be dissolved;

(ii) that the continuation of the activities and affairs of the nonprofit corporation will not be in contravention of the certificate of incorporation or bylaws of the nonprofit corporation;

(iii) any amendments to the certificate of incorporation or bylaws necessary for the nonprofit corporation to continue its activities and affairs in accordance with the plan of operation;

(iv) for a membership nonprofit corporation that does not have any members, the name of at least one person proposed to be a member; and

(v) for a nonmembership nonprofit corporation that does not have any directors, the name of at least one person proposed to be a director.

(4) the receiver or custodian shall have any other powers and duties as the court may provide in the appointing order, which may be amended from time to time.

(d) The court during a receivership may redesignate the receiver a custodian and during a custodianship may redesignate the custodian a receiver.

(e) The court from time to time during the receivership or custodianship may order compensation paid and expenses paid or reimbursed to the receiver or custodian from the assets of the nonprofit corporation or proceeds from the sale of the assets.
Ala. Code § 10A-2-11.06 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-11.06
Section 10A-2-11.06 Effect of Merger or Share Exchange
Status: reserved

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

(a) When a merger takes effect:

(1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;

(2) The surviving corporation thereupon and thereafter possesses all the rights, immunities, and franchises, of a public as well as of a private nature, of every corporation party to the merger; and all property, real, personal and mixed, and all debts due each of the corporations so merged, are taken and deemed to be transferred and vested in the surviving corporation without further act or deed; and title to any real estate, or an interest therein, vested in any of the corporations shall not revert nor in any way be impaired by reason of the merger;

(3) The surviving corporation shall be responsible and liable for all the liabilities and obligations of each corporation party to the merger; and neither the rights of creditors nor any liens upon the property of any corporation party to the merger shall be impaired by the merger;

(4) Any claim existing or action or proceeding pending by or against any corporation party to the merger may be prosecuted, or continued, as if the merger had not taken place, or the surviving corporation may be substituted in the action or proceeding for the corporation whose existence ceased;

(5) The articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger; and

(6) The shares of each corporation party to the merger that are to be converted into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property are converted and the former holders of the shares are entitled only to the rights provided in the articles of merger or to their rights under Article 13.

(b) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under Article 13.
Ala. Code § 10A-30-1.10 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-1.10
Section 10A-30-1.10 Furnishing of Statements to Secretary of State; Applicable to Professional Associations Formed Prior to January 1, 1984
Status: in_force

A professional association shall, within 30 days after the organization of the professional association pursuant to this article and within 30 days after November 1 of each year thereafter, furnish a statement to the Secretary of State showing the names and post office addresses of all members or shareholders in the professional association and shall certify that all members or shareholders are duly licensed or otherwise legally authorized to render professional service in this state. This report shall be made on such forms and shall be prescribed and furnished upon request by the Secretary of State, shall be signed by the president or vice-president of the professional association and acknowledged and sworn to before a notary public by the person signing the report and shall be filed in the office of the Secretary of State. Upon the failure or refusal of any professional association to make the return or report to the Secretary of State, the professional association shall be liable for a penalty of fifty dollars ($50), and the Secretary of State is authorized to issue his or her execution therefor, including all costs incurred.
Ala. Code § 10A-2A-7.45 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.45
Section 10A-2A-7.45 Stay of Proceedings
Status: in_force

For the purpose of allowing the corporation time to undertake an inquiry into the allegations made in the demand or complaint commenced pursuant to this division, the court may stay any derivative action for the period the court deems appropriate.
Ala. Code § 10-2B-15.13 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-15.13
Section 10-2B-15.13 Extension of Lines, Tracks, Ways, or Works into State
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-8.23 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.23
Section 10A-3A-8.23 Waiver of Notice
Status: in_force

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

(b) A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting, unless the director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not, after objecting, vote for or assent to action taken at the meeting.
Ala. Code § 10-2B-13.21 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-13.21
Section 10-2B-13.21 Notice of Intent to Demand Payment
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-6.01 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-6.01
Section 10A-1-6.01 Definitions
Status: in_force

In this division:

(1) “Delegate” means a person who is serving or who has served as a representative of an enterprise at the request of that enterprise at another enterprise. A person is a delegate to an employee benefit plan if the performance of the person’s official duties to the enterprise also imposes duties on or otherwise involves service by the person to the plan or participants in or beneficiaries of the plan.

(2) “Enterprise” means a domestic entity or an organization subject to this article, including a predecessor domestic entity or organization.

(3) “Expenses” includes court costs and attorney’s fees. The term does not include a judgment, a penalty, a settlement, a fine, or an excise or similar tax or an excise tax assessed against the person regarding an employee benefit plan.

(4) “Former governing person” means a person who was a governing person of an enterprise.

(5) “Official capacity” means:

(A) with respect to a governing person, the office of the governing person in the enterprise or the exercise of authority by or on behalf of the governing person pursuant to this title or the governing documents of the enterprise; and

(B) with respect to a person other than a governing person, the elective or appointive office, if any, in the enterprise held by the person or the relationship undertaken by the person on behalf of the enterprise.

(6) “Predecessor enterprise” means a sole proprietorship or organization that is a predecessor to an enterprise in:

(A) a merger, conversion, consolidation, or other transaction in which the liabilities of the predecessor enterprise are transferred or allocated to the enterprise by operation of law; or

(B) any other transaction in which the enterprise assumes the liabilities of the predecessor enterprise and the liabilities that are the subject matter of this chapter are not specifically excluded.

(7) “Proceeding” means:

(A) a threatened, pending, or completed action or other proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal;

(B) an appeal of an action or proceeding described by paragraph (A); and

(C) an inquiry or investigation that could lead to an action or proceeding described by paragraph (A).

(8) “Representative” means a person serving as a partner, director, officer, venturer, proprietor, trustee, employee, or agent of an enterprise or serving a similar function for an enterprise.

(9) “Respondent” means a person named as a respondent or defendant in a proceeding.
Ala. Code § 10A-5A-9.04 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-9.04
Section 10A-5A-9.04 Demand
Status: in_force

A member may commence a derivative action in the right of the limited liability company, or a series thereof, if:

(a) the member first makes a written demand upon the limited liability company or the series, as the case may be, to bring an action to enforce the right and the limited liability company or the series, as the case may be, does not bring the action within a reasonable time; or

(b) a demand under subsection (a) would be futile.
Ala. Code § 10A-1-7.14 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-7.14
Section 10A-1-7.14 Appeal from Revocation
Status: in_force

(a) A foreign entity may appeal the Secretary of State’s revocation of its registration to the Circuit Court of Montgomery County within 30 days after service of the certificate of revocation is perfected under Section 10A-1-7.13. The foreign entity appeals by petitioning the court to set aside the revocation and attaching to the petition copies of the Secretary of State’s acknowledgment of its application for registration or statement of foreign limited liability partnership, as applicable, and the Secretary of State’s certificate of revocation.

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

(c) The court’s final decision may be appealed as in other civil proceedings.
Ala. Code § 10A-2A-16.11 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-16.11
Section 10A-2A-16.11 Annual Report for Secretary of State
Status: reserved

REPEALED BY ACT 2024-213, EFFECTIVE OCTOBER 1, 2024.
Ala. Code § 10A-9A-8.01 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-8.01
Section 10A-9A-8.01 Events of Dissolution
Status: in_force

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

(a) An event or circumstance that the partnership agreement states causes dissolution.

(b) Consent of all partners to dissolve.

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

(1) All of the limited partners agree in writing, within 90 days after the dissociation of the last general partner, to continue the activities and affairs of the limited partnership and to admit one or more new general partners.

(2) The activities and affairs of the limited partnership are continued and one or more new general partners are admitted in the manner stated in the partnership agreement.

(d) When there is no remaining limited partner, unless either of the following applies:

(1) All of the general partners agree in writing, within 90 days after the dissociation of the last limited partner, to continue the activities and affairs of the limited partnership and to admit one or more new limited partners.

(2) The activities and affairs of the limited partnership are continued and one or more new limited partners are admitted in the manner stated in the partnership agreement.

(e) When there are no remaining partners, unless either of the following applies:

(1) The holders of all of the transferable interests in the limited partnership agree in writing, within 90 days after the dissociation of the last general partner, to continue the activities and affairs of the limited partnership and to admit one or more new general partners and one or more new limited partners.

(2) The activities and affairs of the limited partnership are continued and one or more new general partners and one or more new limited partners are admitted in the manner stated in the partnership agreement.

(f) On application by a partner, the entry of an order dissolving the limited partnership on the grounds that it is not reasonably practicable to carry on the limited partnership’s activities and affairs in conformity with the partnership agreement, which order is entered by the designated court, and if none, the circuit court for the county in which the limited partnership’s principal office within this state is located, and if the limited partnership does not have a principal office within this state then by the circuit court for the county in which the limited partnership’s most recent registered office is located.
Ala. Code § 10-12-8 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-8
Section 10-12-8 (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.) Application of Partnership Provisions to Limited Liability Companies; Classification for Federal Income Tax Purposes
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-16-1.03 — Alabama Code / Title 10A / Chapter 16 / Section 10A-16-1.03
Section 10A-16-1.03 Powers and Liabilities of Trustees; Liability of Trust for Acts of Trustees
Status: in_force

The trustees shall hold the legal title to all property at any time belonging to the business trust. They shall have control over the property as well as the control and management of the business and affairs of the business trust. Liability to third persons for any act, omission, or obligation of a trustee of a business trust, when acting in such capacity, shall extend to the whole of the trust estate, or so much thereof as may be necessary to discharge such obligation, but no trustee shall be personally liable for any such act, omission, or obligation. The trustees shall have the powers as to the investment of the trust estate as may be set out in the declaration of trust without regard to the type of investments to which trustees generally are restricted by the provisions of Article 6 of Chapter 3 of Title 19 or otherwise.
Ala. Code § 10-7-3 — Alabama Code / Title 10 / Chapter 7 / Section 10-7-3
Section 10-7-3 Entry of Not Guilty Plea for Corporation Failing to Appear, Etc
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-103 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-103
Section 10-9C-103 Knowledge and Notice
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-10-1.23 — Alabama Code / Title 10A / Chapter 10 / Section 10A-10-1.23
Section 10A-10-1.23 Treatment of Corporate Real Estate Investment Trust
Status: in_force

A domestic or foreign corporation or any “qualified REIT subsidiary” of the domestic or foreign corporation as defined in 26 U.S.C. Section 856(i), otherwise in compliance with the provisions of Chapters 1 and 2, that elects to be treated as a real estate investment trust under 26 U.S.C. Section 856, as amended from time to time, shall compute its Alabama income tax in accordance with Section 10A-10-1.21.
Ala. Code § 10-9C-704 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-704
Section 10-9C-704 Power of Estate of Deceased Partner
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-5.05 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-5.05
Section 10A-9A-5.05 No Distribution on Account of Dissociation
Status: in_force

A partner’s dissociation does not entitle the dissociated partner to a distribution.
Ala. Code § 10-5-5 — Alabama Code / Title 10 / Chapter 5 / Section 10-5-5
Section 10-5-5 Construction through Curtilage of House, Etc., Without Consent Prohibited
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-8.04 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.04
Section 10A-3A-8.04 Selection of Directors
Status: in_force

(a) Except as set forth in Section 10A-3A-2.04, the directors of a membership nonprofit corporation are elected, appointed, or designated as provided in the certificate of incorporation or bylaws. If no method of election, appointment, or designation is set forth in the certificate of incorporation or bylaws, the directors of a membership nonprofit corporation are elected by the members entitled to vote at the time at the first annual meeting of members, and at each annual meeting thereafter.

(b) Except as set forth in Section 10A-3A-2.04, the directors of a nonmembership nonprofit corporation are elected, appointed, or designated as provided in the certificate of incorporation or bylaws. If no method of election, appointment, or designation is set forth in the certificate of incorporation or bylaws, the directors are elected by the board.

(c) If the certificate of incorporation or bylaws divide, or authorize dividing, the members into classes, the certificate of incorporation or bylaws may also authorize the election of all or a specified number of directors by one or more authorized classes of members. A class or multiple classes of members entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
Ala. Code § 10A-9-8.07 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-8.07
Section 10A-9-8.07 Other Claims Against Dissolved Limited Partnership
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-1-3.14 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.14
Section 10A-1-3.14 Effect of Filing Certificate of Amendment
Status: in_force

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

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

(1) an existing cause of action in favor of or against the entity for which the certificate of amendment is sought;

(2) a pending suit to which the entity is a party; or

(3) an existing right of a person other than an existing owner.

(c) If the name of an entity is changed by amendment, an action brought by or against the entity in the former name of the entity does not abate because of the name change.
Ala. Code § 10A-9A-11.03 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-11.03
Section 10A-9A-11.03 Relation to Electronic Signatures in Global and National Commerce Act
Status: in_force

This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but this chapter does not modify, limit, or supersede Section 101(c) of that act or authorize electronic delivery of any of the notices described in Section 103(b) of that act.
Ala. Code § 10A-5A-7.07 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-7.07
Section 10A-5A-7.07 Reinstatement After Dissolution
Status: in_force

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

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

(1) required for reinstatement under the limited liability company agreement; or

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

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

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

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

(d) the filing of a certificate of reinstatement in accordance with Section 10A-5A-7.08.