Ala. Code § 10A-1-4.02 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-4.02
Section 10A-1-4.02 Delivery of Filing Instrument; Duties of Filing Officer; Fee; Automated Electronic System
Status: in_force

(a) A filing instrument required or allowed by this title to be delivered to the Secretary of State for filing shall be delivered to the Secretary of State for filing.

(b) A filing instrument required or permitted by this title to be delivered to the judge of probate for filing shall be delivered to the judge of probate for filing.

(c) If a provision of this title does not specify which filing officer a filing instrument is to be delivered to for filing, that filing instrument shall be delivered to the Secretary of State for filing.

(d) If the filing officer finds that a filing instrument delivered to the filing officer for filing substantially conforms to the provisions of this title that apply to that filing instrument and that all required fees have been paid, the filing officer shall file it immediately upon delivery by:

(1) recording that filing instrument as filed, together with the name and official title of the filing officer and the date and time of receipt on the instrument and all copies required hereunder and on the receipt for the filing fee;

(2) accepting that filing instrument into the filing system adopted by the filing officer and assigning the instrument a date and time of filing; and

(3) delivering a copy of that filing instrument, indicating the date and time of the filing on the copy along with the filing fee receipt to the entity or its representative.

(e) The filing fee to be collected by the filing officer shall be paid or provision for payment shall be made in a manner permitted by the filing officer. The filing officer may accept payment of the correct amount due by check, credit card, charge card, or similar method. If the amount due is tendered by any method other than cash, the liability shall not be finally discharged until the filing officer receives final irrevocable full payment of immediately available funds. If after five consecutive calendar days prior notice by the filing officer to the entity or person who delivered a filing instrument for filing for which the filing fee was not received in final irrevocable full payment of immediately available funds, then the filing officer may declare the filing instrument to be null and void and of no legal effect as if it had never been filed and may remove the filing instrument from the records of the filing officer.

(f) If the filing officer refuses to file a filing instrument, the filing officer shall return it to the entity or its representative within five consecutive calendar days after the filing instrument was delivered to the filing officer for filing, together with a brief, written explanation of the reason for the refusal.

(g) Delivery by a filing officer of an acknowledgement of filing, receipt for the filing fee, an explanation for the reason a filing instrument was not filed, notice that a filing fee was not made in final irrevocable full payment of immediately available funds, or other communication as to a filing instrument delivered for filing to that filing officer may be accomplished by mail, courier, or electronic transmission.

(h) The duty of the filing officer to file filing instruments pursuant to this title is ministerial. Filing or refusing to file a filing instrument by the filing officer does not:

(1) affect the validity or invalidity of the filing instrument in whole or in part;

(2) relate to the correctness or incorrectness of information contained in the filing instrument; or

(3) create a presumption that the filing instrument is valid or invalid or that information contained in the filing instrument is correct or incorrect.

(i) The Secretary of State shall assign a unique identifying number to each domestic entity and each foreign filing entity for which the Secretary of State has filed or files a filing instrument and shall keep:

(1) an alphabetical list of those domestic entities and foreign filing entities;

(2) with respect to those domestic entities and foreign filing entities, all filing instruments and any other document required or permitted to be delivered to the Secretary of State for filing pursuant to this title; and

(3) the data contained in those filing instruments.

(j) The Secretary of State shall establish and maintain an automated electronic system that enables:

(i) the delivery, acceptance, and filing by electronic transmission of all filing instruments authorized or required by this title to be delivered to the Secretary of State for filing;

(ii) all filing instruments to be in a form that complies with this title but does not require the filing instruments to be in a form adopted by or otherwise required by the Secretary of State;

(iii) the delivery, acceptance, and filing of filing instruments by electronic transmission to occur 24 hours a day, seven days a week, each day of the year, including holidays and weekends; and

(iv) each person delivering a filing instrument by means of electronic transmission to the Secretary of State for filing to receive from the Secretary of State immediate confirmation that the filing instrument has been delivered to, and accepted and filed by, the Secretary of State with that confirmation to include the information required in subsections (d)(1), (d)(2), and (d)(3), associated with that filing instrument, clearly set forth on a digital copy of that filing instrument.

(k) If a filing instrument which is authorized or required to be delivered to the Secretary of State for filing by this title is delivered to the Secretary of State by means other than electronic transmission, and that filing instrument complies with the requirements of this title, then the Secretary of State shall:

(i) file that filing instrument as of the date and time of the receipt of that filing instrument;

(ii) confirm that the filing instrument has been delivered to, and accepted and filed by, the Secretary of State with that confirmation to include the information required in subsections (d)(1), (d)(2), and (d)(3), associated with that filing instrument, clearly set forth on a copy of that filing instrument; and

(iii) either (A) place that confirmation and that copy of the filing instrument in the United States mail, postage prepaid, and properly addressed to the person who delivered that filing instrument to the Secretary of State, not later than the next business day or (B) transmit that confirmation and that copy of the filing instrument by electronic transmission to the person who delivered that filing instrument to the Secretary of State, not later than the next business day.

(l) Subject to subsection (e), a filing officer who has filed a filing instrument shall maintain that filing instrument in perpetuity.
Ala. Code § 10A-17-2.17 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.17
Section 10A-17-2.17
Status: in_force

(a) Unless otherwise provided for in the governing principles, a member shall not have any fiduciary duty to a decentralized unincorporated nonprofit association or to any other member of the decentralized unincorporated nonprofit association merely by reason of being a member.

(b) A member acting on behalf of the decentralized unincorporated nonprofit association shall discharge his or her duties in a manner the member reasonably believes to be in the best interest of the nonprofit association.
Ala. Code § 10A-9A-4.07 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-4.07
Section 10A-9A-4.07 Right of General Partner and Former General Partner to Information
Status: in_force

(a) Subject to subsection (f), a general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours at a reasonable location specified by the limited partnership, required information and any other records maintained by the limited partnership regarding the limited partnership’s activities and affairs and financial condition.

(b) Subject to subsection (f), each general partner and the limited partnership shall furnish to a general partner:

(1) without demand, any information concerning the limited partnership’s activities and affairs and activities and affairs reasonably required for the proper exercise of the general partner’s rights and duties under the partnership agreement or this chapter; and

(2) on demand, any other information concerning the limited partnership’s activities and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

(c) Subject to subsections (e) and (f), on 10 days’ demand made in a writing received by the limited partnership, a person dissociated as a general partner may have access to the information and records described in subsection (a) at the location specified in subsection (a) if:

(1) the information or writing pertains to the period during which the person was a general partner;

(2) the person seeks the information or record in good faith; and

(3) the person satisfies the requirements imposed on a limited partner by Section 10A-9A-3.04(b).

(d) The limited partnership shall respond to a demand made pursuant to subsection (c) in the same manner as provided in Section 10A-9A-3.04(c).

(e) If a general partner dies, Section 10A-9A-7.04 applies.

(f) In addition to any restriction or condition stated in its limited partnership agreement, a limited partnership, as to a matter within the ordinary course of its activities and affairs, may:

(1) impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient; and

(2) keep confidential from the partners and any other person, for such period of time as the limited partnership deems reasonable, any information that the limited partnership reasonably believes to be in the nature of trade secrets or other information the disclosure of which the limited partnership in good faith believes is not in the best interest of the limited partnership or could damage the limited partnership or its activities and affairs, or that the limited partnership is required by law or by agreement with a third party to keep confidential.

In any dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness.

(g) A limited partnership may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.

(h) A general partner or person dissociated as a general partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (f) or by the partnership agreement applies both to the attorney or other agent and to the general partner or person dissociated as a general partner.

(i) The rights under this section do not extend to a person as transferee, but the rights under subsection (c) of a person dissociated as a general partner may be exercised by the legal representative of an individual who dissociated as a general partner under Section 10A-9A-6.03(6).

(j) Any general partner who, without reasonable cause, refuses to allow any general partner or person dissociated as a general partner, or their agent or attorney to inspect or copy any records of the limited partnership to which such general partner or person disassociated as a general partner is entitled under this section, shall be personally liable to the general partner or person dissociated as a general partner for a penalty in an amount not to exceed 10 percent of the fair market value of the partnership interest of the general partner or person dissociated as a general partner, in addition to any other damages or remedy.
Ala. Code § 10A-2A-14.11 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-14.11
Section 10A-2A-14.11 Procedure for Judicial Dissolution
Status: in_force

(a) Venue for a proceeding by the attorney general to dissolve a corporation lies in circuit court for the county in which the corporation’s principal office is located in this state, and if none in this state, in the circuit court for the county in which the corporation’s most recent registered office is located. Venue for a proceeding brought by any other party named in Section 10A-2A-14.10(a) lies in circuit court for the county in which the corporation’s principal office is located in this state, and if none in this state, in the circuit court for the county in which the corporation’s most recent registered office is located.

(b) It is not necessary to make stockholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.

(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian during the proceeding with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.

(d) Within 10 days of the commencement of a proceeding to dissolve a corporation under Section 10A-2A-14.10(a)(2), the corporation shall deliver to all stockholders, other than the petitioner, a notice stating that the stockholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner’s stock under Section 10A-2A-14.14 and accompanied by a copy of Section 10A-2A-14.14.
Ala. Code § 10A-1-5.32 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.32
Section 10A-1-5.32 Change by Entity of Registered Office or Registered Agent
Status: in_force

(a) An entity required to maintain a registered office and registered agent under Section 10A-1-5.31 may change its registered office, its registered agent, or both, by delivering to the Secretary of State for filing a statement of the change in accordance with the procedures in Article 4.

(b) The statement of change must contain:

(1) the name of the entity;

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

(3) the name of the entity’s registered agent;

(4) the street address of the entity’s registered agent;

(5) if the change relates to the registered agent, the name of the entity’s new registered agent and the new registered agent’s written consent to the appointment, either on the statement or attached to it;

(6) if the change relates to the registered office, the street address of the entity’s new registered office;

(7) a recitation that the change specified in the statement is authorized by the entity; and

(8) a recitation that the street address of the registered office and the street address of the registered agent’s business are the same.

(c) On acceptance of the statement by the Secretary of State, the statement is:

(1) in the case of a domestic filing entity, effective to change the designation of the entity’s registered agent or registered office, or both, without the necessity of amending the entity’s certificate of formation;

(2) in the case of a general partnership with an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State under Chapter 8A, effective to change its registered agent or registered office, or both, without the necessity of amending its statement of partnership, statement of not for profit partnership, or statement of limited liability partnership under Chapter 8A;

(3) in the case of a foreign filing entity other than a foreign limited liability partnership, effective to change the designation of the entity’s registered agent or registered office, or both, and effective as an amendment of its application for registration as a foreign entity under Article 7; or

(4) in the case of a foreign limited liability partnership, effective to change the designation of its registered agent or registered office, or both, without the necessity of amending its statement of foreign limited liability partnership under Article 7.
Ala. Code § 10A-2-15.02 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-15.02
Section 10A-2-15.02 Consequences of Transacting Business Without Registering
Status: reserved

Repealed by Act 2012-304 effective January 1, 2014.
Ala. Code § 10-9A-5 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-5
Section 10-9A-5 Nature of Business
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-2A-9.16 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-9.16
Section 10A-2A-9.16 Nonexclusive
Status: in_force

This article is not exclusive. This article does not preclude a corporation from converting under law other than this chapter.
Ala. Code § 10A-2A-13.25 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-13.25
Section 10A-2A-13.25 After-Acquired Stock
Status: in_force

(a) A corporation may elect to withhold payment required by Section 10A-2A-13.24 from any stockholder who was required to, but did not certify that beneficial ownership of all of the stockholder’s stock for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to Section 10A-2A-13.22(b)(1).

(b) If the corporation elects to withhold payment under subsection (a), it shall, within 30 days after the form required by Section 10A-2A-13.22(b)(2)(ii) is due, notify all stockholders who are described in subsection (a):

(1) of the information required by Section 10A-2A-13.24(b)(1);

(2) of the corporation’s estimate of fair value pursuant to Section 10A-2A-13.24(b)(2);

(3) that they may accept the corporation’s estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under Section 10A-2A-13.26;

(4) that those stockholders who wish to accept the offer shall so notify the corporation of their acceptance of the corporation’s offer within 30 days after receiving the offer; and

(5) that those stockholders who do not satisfy the requirements for demanding appraisal under Section 10A-2A-13.26 shall be deemed to have accepted the corporation’s offer.

(c) Within 10 days after receiving the stockholder’s acceptance pursuant to subsection (b)(4), the corporation shall pay in cash the amount it offered under subsection (b)(2) plus interest to each stockholder who agreed to accept the corporation’s offer in full satisfaction of the stockholder’s demand.

(d) Within 40 days after delivering the notice described in subsection (b), the corporation shall pay in cash the amount it offered to pay under subsection (b)(2) plus interest to each stockholder described in subsection (b)(5).
Ala. Code § 10A-8-6.02 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-6.02
Section 10A-8-6.02 Partner’s Power to Dissociate; Wrongful Dissociation
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10A-2A-10.09 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-10.09
Section 10A-2A-10.09 Effect of Amendment
Status: in_force

(a) An amendment to the certificate of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than the stockholders. An amendment changing a corporation’s name does not affect a proceeding brought by or against the corporation in its former name.

(b) A stockholder who becomes subject to new personal liability in respect of the corporation as a result of an amendment to the certificate of incorporation shall have that new personal liability only in respect of interest holder liabilities that arise after the amendment becomes effective.

(c) Except as otherwise provided in the certificate of incorporation of the corporation, the personal liability of a stockholder who had personal liability in respect of the corporation before the amendment becomes effective and has new personal liability after the amendment becomes effective shall be as follows:

(1) The amendment does not discharge that prior personal liability with respect to any interest holder liabilities that arose before the amendment becomes effective.

(2) The provisions of the certificate of incorporation relating to personal liability as in effect immediately prior to the amendment shall continue to apply to the collection or discharge of any interest holder liabilities preserved by subsection (c)(1), as if the amendment had not occurred.

(3) The stockholder shall have the rights of contribution from other persons as are provided by the certificate of incorporation relating to personal liability as in effect immediately prior to the amendment with respect to any interest holder liabilities preserved by subsection (c)(1), as if the amendment had not occurred.

(4) The stockholder shall not, by reason of any prior personal liability, have personal liability with respect to any interest holder liabilities that arise after the amendment becomes effective.
Ala. Code § 10-4-397 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-397
Section 10-4-397 Admission of Foreign Professional Corporations
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-17-2.28 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.28
Section 10A-17-2.28
Status: in_force

Principles of law and equity supplement this chapter unless displaced by a specific provision of this chapter.
Ala. Code § 10A-8A-3.03 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-3.03
Section 10A-8A-3.03 Statement of Authority
Status: in_force

(a) A partnership may deliver to the Secretary of State for filing a statement of authority, which:

(1) must include the name of the partnership and:

(A) if the partnership has not filed a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership, (i) the street and mailing addresses of its principal office, (ii) the name, street address, and mailing address of its registered agent, and (iii) if the Secretary of State has assigned a unique identifying number or other designation to the partnership, that number or designation; or

(B) if the partnership has filed a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership, (i) the street address and mailing address of its principal office, (ii) the name, street address, and mailing address of its registered agent, and (iii) the unique identifying number or other designation assigned to the partnership by the Secretary of State.

(2) with respect to any position that exists in or with respect to the partnership, may state the authority, or limitations on the authority, of all persons holding the position to:

(A) sign an instrument transferring real property held in the name of the partnership; or

(B) enter into other transactions on behalf of, or otherwise act for or bind, the partnership; and

(3) may state the authority, or limitations on the authority, of a specific person to:

(A) sign an instrument transferring real property held in the name of the partnership; or

(B) enter into other transactions on behalf of, or otherwise act for or bind, the partnership.

(b) To amend or cancel a statement of authority filed by the Secretary of State, a partnership must deliver to the Secretary of State for filing an amendment or cancellation stating:

(1) the name of the partnership;

(2) if the partnership has not filed a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership, the street and mailing addresses of the partnership’s principal office;

(3) if the partnership has filed a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership, the name and street and mailing addresses of its registered agent;

(4) the date the statement of authority being affected became effective;

(5) the contents of the amendment or a declaration that the statement of authority is canceled; and

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

(c) A statement of authority affects only the power of a person to bind a partnership to persons that are not partners.

(d) Subject to subsection (c) and Section 10A-8A-1.03(d)(3) and except as otherwise provided in subsections (f), (g), and (h), a limitation on the authority of a person or a position contained in an effective statement of authority is not by itself evidence of any person’s knowledge or notice of the limitation.

(e) Subject to subsection (c), a grant of authority not pertaining to transfers of real property and contained in an effective statement of authority is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives value:

(1) the person has knowledge to the contrary;

(2) the statement of authority has been canceled or restrictively amended under subsection (b); or

(3) a limitation on the grant is contained in another statement of authority that became effective after the statement of authority containing the grant became effective.

(f) Subject to subsection (c), an effective statement of authority that grants authority to transfer real property held in the name of the partnership, a certified copy of which statement of authority is recorded in the office of the judge of probate in the county in which the real property is located, is conclusive in favor of a person that gives value in reliance on the grant without knowledge to the contrary, except to the extent that when the person gives value:

(1) the statement of authority has been canceled or restrictively amended under subsection (b), and a certified copy of the cancellation or restrictive amendment has been recorded in the office of the judge of probate in the county in which the real property is located; or

(2) a limitation on the grant is contained in another statement of authority that became effective after the statement of authority containing the grant became effective, and a certified copy of the later-effective statement is recorded in the office of the judge of probate in the county in which the real property is located.

(g) Subject to subsection (c), if a certified copy of an effective statement of authority containing a limitation on the authority to transfer real property held in the name of a partnership is recorded in the office of the judge of probate in the county in which the real property is located, all persons are deemed to know of the limitation with respect to the real property located in that county.

(h) Subject to subsection (i), an effective statement of dissolution is a cancellation of any filed statement of authority for the purposes of subsection (f) and is a limitation on authority for purposes of subsection (g).

(i) After a statement of dissolution becomes effective, a partnership may deliver to the Secretary of State for filing and, if appropriate, may record a statement of authority that is designated as a post-dissolution statement of authority. The statement operates as provided in subsections (f) and (g).

(j) Unless canceled earlier, an effective statement of authority is canceled by operation of law five years after the date on which the statement, or its most recent amendment, becomes effective. The cancellation is effective without recording under subsection (f) or (g).

(k) An effective statement of denial operates as a restrictive amendment under this section and may be recorded by certified copy for purposes of subsection (f)(1).

(l) If a partnership has not filed a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership and the Secretary of State has not assigned a unique identifying number or other designation to that partnership, then the Secretary of State shall assign a unique identifying number or other designation to that partnership when that partnership delivers to the Secretary of State for filing that partnership’s statement of authority without the need of the partnership delivering to the Secretary of State for filing a statement of partnership, a statement of not for profit partnership, or a statement of limited liability partnership.
Ala. Code § 10A-5A-7.05 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-7.05
Section 10A-5A-7.05 Other Claims Against Dissolved Limited Liability Company
Status: in_force

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

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

(1) be published at least one time in a newspaper of general circulation in the county in which the dissolved limited liability company’s principal office is located or, if it has none in this state, in the county in which the dissolved limited liability company’s most recent registered office is located;

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

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

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

(1) a claimant who was not given notice under Section 10A-5A-7.04(b);

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

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

(d) A claim that is not barred under this section, any other statute limiting actions, or Section 10A-5A-7.04 may be enforced:

(1) against a dissolved limited liability company, to the extent of its undistributed assets; and

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

(e) A dissolved limited liability company that published a notice under this section may file an application with the circuit court for the county in which the dissolved limited liability company’s principal office is located in this state, and if the limited liability company does not have a principal office within this state, with the circuit court for the county in which the dissolved limited liability company’s most recent registered office is located, for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved limited liability company or that are based on an event occurring after the effective date of the dissolution of the limited liability company but that, based on the facts known to the dissolved limited liability company, are reasonably estimated to arise after the effective date of the dissolution of the limited liability company. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection (c).

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

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

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

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

(j) If a claim has been satisfied, disposed of, or barred under Section 10A-5A-7.04, this section, or other law, the person or persons designated to wind up the affairs of a limited liability company, and the owners of the transferable interests receiving assets from the limited liability company, shall not be liable for that claim.
Ala. Code § 10A-2-15.40 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-15.40
Section 10A-2-15.40 Definitions
Status: reserved

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

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

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

(2) Any national banking association or other corporation organized under the laws of the United States having its principal place of business in any state of the United States other than Alabama.
Ala. Code § 10A-1-9.21 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-9.21
Section 10A-1-9.21 Known Claims Against Dissolved Domestic Entity
Status: in_force

(a) A dissolved domestic entity may dispose of the known claims against it by following the procedure described in subsection (b) at any time after the effective date of the dissolution of that dissolved domestic entity.

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

(1) Identify the dissolved domestic entity;

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

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

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

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

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

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

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

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

(e) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.
Ala. Code § 10A-2A-7.32 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.32
Section 10A-2A-7.32 Stockholder Agreements
Status: in_force

(a) An agreement among the stockholders of a corporation that complies with this section is effective among the stockholders and the corporation even though it is inconsistent with one or more other provisions of this chapter in that it:

(1) eliminates the board of directors or restricts the discretion or powers of the board of directors;

(2) governs the authorization or making of distributions, regardless of whether they are in proportion to ownership of stock, subject to the limitations in Section 10A-2A-6.40;

(3) establishes who shall be directors or officers of the corporation, or their terms of office or manner of selection or removal;

(4) governs, in general or in regard to specific matters, the exercise or division of voting power by or between the stockholders and directors or by or among any of them, including use of weighted voting rights ;

(5) establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation and any stockholder, director, officer , or employee of the corporation or among any of them;

(6) transfers to one or more stockholders or other persons all or part of the authority to exercise the corporate powers or to manage the business and affairs of the corporation, including the resolution of any issue about which there exists a deadlock among directors or stockholders;

(7) requires dissolution of the corporation at the request of one or more of the stockholders or upon the occurrence of a specified event or contingency; or

(8) otherwise governs the exercise of the corporate powers or the management of the business and affairs of the corporation or the relationship among the stockholders, the directors and the corporation, or among any of them, and is not contrary to public policy.

(b) An agreement authorized by this section shall be:

(1) as set forth (i) in the certificate of incorporation or bylaws and approved by all persons who are stockholders at the time of the agreement, or (ii) in a written agreement that is signed by all persons who are stockholders at the time of the agreement and is made known to the corporation; and

(2) subject to amendment only by all persons who are stockholders at the time of the amendment, unless the agreement provides otherwise.

(c) The existence of an agreement authorized by this section shall be noted conspicuously on the front or back of each certificate for outstanding stock or in the information required by Section 10A-1-3.45. If at the time of the agreement the corporation has stock outstanding represented by certificates, the corporation shall recall the outstanding certificates and issue substitute certificates that comply with this subsection. The failure to note the existence of the agreement as required by this subsection shall not affect the validity of the agreement or any action taken pursuant to it. Any purchaser of stock who, at the time of purchase, did not have knowledge of the existence of the agreement shall be entitled to rescission of the purchase. A purchaser shall be deemed to have knowledge of the existence of the agreement if its existence is noted on the certificate or if the stock is not represented by a certificate, the information required by Section 10A-1-3.45 is delivered to the purchaser at or before the time of purchase of the stock. An action to enforce the right of rescission authorized by this subsection shall be commenced within the earlier of 90 days after discovery of the existence of the agreement or two years after the time of purchase of the stock.

(d) If the agreement ceases to be effective for any reason, the board of directors may, if the agreement is contained or referred to in the corporation’s certificate of incorporation or bylaws, adopt an amendment to the certificate of incorporation or bylaws, without stockholder action, to delete the agreement and any references to it.

(e) An agreement authorized by this section that limits the discretion or powers of the board of directors shall relieve the directors of, and impose upon the person or persons in whom the discretion or powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement. An agreement authorized by this section that eliminates the board of directors shall impose on the person or persons in whom the discretion or powers of the directors are vested the liability for acts or omissions as are imposed by law on directors.

(f) The existence or performance of an agreement authorized by this section shall not be a ground for imposing personal liability on any stockholder for the acts or debts of the corporation even if the agreement or its performance treats the corporation as if it were a partnership or results in failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement.

(g) Incorporators or subscribers for stock may act as stockholders with respect to an agreement authorized by this section if no stock has been issued when the agreement is made.

(h) Limits, if any, on the duration of an agreement authorized by this section must be set forth in the agreement.
Ala. Code § 10A-1-4.07 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-4.07
Section 10A-1-4.07 Communication Between Filing Officer and Entity; Redaction of Information
Status: in_force

(a) Any communication from a filing officer to an entity may be accomplished by electronic transmission or by mail or courier to that entity’s principal office address.

(b) If any law prohibits the disclosure by a filing officer of information contained in a filing instrument delivered for filing, the filing officer shall file the filing instrument if it otherwise complies with the applicable law, but the filing officer may redact such information so that it is not available to the public.
Ala. Code § 10A-20-9.02 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-9.02
Section 10A-20-9.02 Officers; Constitution; Bylaws
Status: in_force

Any corporation organized pursuant to this article may elect the officers as it may deem necessary, in such manner and for the terms as it may provide, and remove the same at any time, and adopt a constitution and bylaws as it may see fit not in conflict with the Constitution and laws of this state.
Ala. Code § 10A-2A-13.22 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-13.22
Section 10A-2A-13.22 Appraisal Notice and Form
Status: in_force

(a) If a corporate action requiring appraisal rights under Section 10A-2A-13.02(a) becomes effective, the corporation shall deliver a written appraisal notice and form required by subsection (b) to all stockholders who satisfy the requirements of Section 10A-2A-13.21(a), (b), or (c). In the case of a merger under Section 10A-2A-11.05, the parent shall deliver an appraisal notice and form to all record stockholders who may be entitled to assert appraisal rights.

(b) The appraisal notice shall be delivered no earlier than the date the corporate action specified in Section 10A-2A-13.02(a) became effective, and no later than 10 days after that date, and must:

(1) supply a form that (i) specifies the first date of any announcement to stockholders made before the date the corporate action became effective of the principal terms of the proposed corporate action, (ii) if the announcement was made, requires the stockholder asserting appraisal rights to certify whether beneficial ownership of those shares of stock for which appraisal rights are asserted was acquired before that date, and (iii) requires the stockholder asserting appraisal rights to certify that the stockholder did not vote for or consent to the transaction as to the class or series of stock for which appraisal is sought;

(2) state:

(i) where the form shall be sent and where certificates for certificated stock shall be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date by which the corporation must receive the required form under subsection (b)(2)(ii);

(ii) a date by which the corporation shall receive the form, which date may not be fewer than 40 nor more than 60 days after the date the subsection (a) appraisal notice is sent, and state that the stockholder shall have waived the right to demand appraisal with respect to the stock unless the form is received by the corporation by the specified date;

(iii) the corporation’s estimate of the fair value of the stock;

(iv) that, if requested in writing, the corporation will provide, to the stockholder so requesting, within 10 days after the date specified in subsection (b)(2)(ii) the number of stockholders who return the forms by the specified date and the total number of shares of stock owned by them; and

(v) the date by which the notice to withdraw under Section 10A-2A-13.23 shall be received, which date shall be within 20 days after the date specified in subsection (b)(2)(ii); and

(3) be accompanied by a copy of this Article 13.
Ala. Code § 10-9A-6.03 — Alabama Code / Title 10A / Chapter 9 / Section 10-9A-6.03
Section 10-9A-6.03 Dissociation as General Partner
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-2B-14.32 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-14.32
Section 10-2B-14.32 Receivership or Custodianship
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-6.04 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-6.04
Section 10A-2A-6.04 Fractional Stock
Status: in_force

(a) A corporation may issue fractions of a share of stock or in lieu of doing so may:

(1) pay in cash the value of fractions of a share of stock;

(2) issue scrip in certificated or uncertificated form entitling the holder to receive a full share of stock upon surrendering enough scrip to equal a full share of stock; or

(3) arrange for disposition of fractional stock by the holders of that stock.

(b) Each certificate representing scrip must be conspicuously labeled “scrip” and must contain the information required by Section 10A-1-3.42(c). A corporation shall not issue a certificate representing scrip in bearer form. Within a reasonable time after the issuance or transfer of scrip without certificate, the corporation shall comply with the notice requirements of Section 10A-1-3.45.

(c) The holder of a fractional share of stock is entitled to exercise the rights of a stockholder, including the rights to vote, to receive dividends, and to receive distributions upon dissolution. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.

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

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

(2) the stock for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
Ala. Code § 10-12-47 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-47
Section 10-12-47 Registration
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-8.11 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.11
Section 10-2B-8.11 Compensation of Directors
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-1.01 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-1.01
Section 10A-2A-1.01 Short Title
Status: in_force

(a) This chapter and the provisions of Chapter 1, to the extent applicable to business corporations, shall be known and may be cited as the Alabama Business Corporation Law.

(b) This chapter and the provisions of Chapter 1, to the extent applicable to business corporations, apply to a corporation incorporated and existing under this chapter or any predecessor law regarding business corporations, and to a foreign corporation that is transacting business in this state, regardless of whether the foreign corporation is registered to transact business in this state. Without in any way limiting the generality of any provision of this chapter or of any provision of Chapter 1, this chapter and the provisions of Chapter 1, to the extent applicable to corporations, shall apply to banks, trust companies, savings and loan associations, insurance companies, public utilities, and railroad companies, except to the extent, if any, that any provision of this chapter or of Chapter 1 is inconsistent with other statutes of this state specifically applicable to those entities.
Ala. Code § 10A-20-2.08 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-2.08
Section 10A-20-2.08 Burial Societies - Special Powers
Status: in_force

Burial societies so incorporated may exercise all powers necessary for properly governing, beautifying, improving, and taking care of such graveyard, and may make bylaws, rules, and regulations as are proper and necessary to secure the objects.
Ala. Code § 10-9C-1103 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1103
Section 10-9C-1103 Action on Plan of Conversion by Converting Limited Partnership
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-1.02 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-1.02
Section 10A-9-1.02 Definitions
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-2A-14.12 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-14.12
Section 10A-2A-14.12 Receivership or Custodianship
Status: in_force

(a) Unless an election to purchase has been filed under Section 10A-2A-14.14, a court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has jurisdiction over the corporation and all of its property wherever located.

(b) The court may appoint an individual, corporation, foreign corporation, or eligible entity as a receiver or custodian, which, if a foreign corporation or foreign eligible 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 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 corporation in all courts of this state;

(2) the custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the affairs of the corporation in the best interests of its stockholders and creditors. The receiver or custodian shall have such 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 corporation or proceeds from the sale of the assets.
Ala. Code § 10A-2A-8.52 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.52
Section 10A-2A-8.52 Mandatory Indemnification
Status: in_force

A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she was a director of the corporation against expenses incurred by the director in connection with the proceeding.
Ala. Code § 10A-2A-14.04 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-14.04
Section 10A-2A-14.04 Revocation of Dissolution; Reinstatement
Status: in_force

(a) A corporation may revoke its dissolution within 120 days after its effective date and be reinstated.

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

(c) After the revocation of dissolution and reinstatement is authorized, the corporation may revoke the dissolution and effect the reinstatement by delivering to the Secretary of State for filing a certificate of revocation of dissolution and reinstatement, together with a copy of its certificate of dissolution, that sets forth:

(1) the name of the corporation;

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

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

(4) if the corporation’s board of directors (or incorporators) revoked the dissolution and effected the reinstatement, a statement to that effect;

(5) if the corporation’s board of directors revoked a dissolution and effected the reinstatement as authorized by the stockholders, a statement that revocation and reinstatement was permitted by action by the board of directors alone pursuant to that authorization;

(6) if stockholder action was required to revoke the dissolution and effect the reinstatement, a statement that the revocation and reinstatement was duly approved by the stockholders in the manner required by this chapter and by the certificate of incorporation; and

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

(d) The certificate of revocation of dissolution and reinstatement shall take effect at the effective date determined in accordance with Article 4 of Chapter 1. Revocation of dissolution and reinstatement is effective upon the effective date of the certificate of revocation of dissolution and reinstatement.

(e)(1) Subject to subsection (e)(2), upon revocation and reinstatement, the corporation shall be deemed for all purposes to have continued its business as if dissolution had never occurred; and each right inuring to, and each debt, obligation, and liability incurred by, the corporation after the dissolution shall be determined as if the dissolution had never occurred.

(2) The rights of persons acting in reliance on the dissolution before those persons had notice of the revocation and reinstatement shall not be adversely affected by the revocation and reinstatement.

(f) If the corporation is listed in the Secretary of State’s records as a corporation that has been dissolved, then the name of the corporation following revocation and reinstatement shall be that corporation name at the time of revocation and reinstatement if that corporation name complies with Article 5 of Chapter 1 at the time of revocation and reinstatement. If that corporation name does not comply with Article 5 of Chapter 1, the name of the corporation following revocation and reinstatement shall be that corporation name followed by the word “reinstated.”
Ala. Code § 10-8A-802 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-802
Section 10-8A-802 Partnership Continues After Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-1005 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1005
Section 10-9C-1005 Proceeds and Expenses
Status: reserved

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

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

(a) The board of directors of a corporation shall adopt initial bylaws for the corporation unless the right to adopt the initial bylaws is reserved to the shareholders in the articles of incorporation.

(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
Ala. Code § 10A-1-3.03 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.03
Section 10A-1-3.03 Duration
Status: in_force

A domestic filing entity exists perpetually unless otherwise provided in the governing documents of the entity. A domestic entity may be terminated in accordance with this title.
Ala. Code § 10-12-29 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-29
Section 10-12-29 (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.) Interim Distributions of Property; Impairment of Capital
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-7.34 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-7.34
Section 10A-1-7.34 Right of Foreign Entity to Participate in the Business of Certain Domestic Entities
Status: in_force

A vote cast or consent provided by a foreign entity with respect to its ownership or membership interest in a domestic entity of which the foreign entity is a lawful owner or member, and the foreign entity’s participation in the management and control of the business and affairs of the domestic entity to the extent of the participation of other owners or members, are not invalidated if the foreign entity does not register to transact business in this state, subject to all law governing a domestic entity, including the antitrust law of this state.
Ala. Code § 10A-3A-11.05 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-11.05
Section 10A-3A-11.05 Certificate of Dissolution
Status: in_force

(a) At any time after dissolution is authorized, the nonprofit corporation may dissolve by delivering to the Secretary of State for filing a certificate of dissolution setting forth:

(1) the name of the nonprofit corporation;

(2) the date that dissolution was authorized;

(3) if dissolution of a membership nonprofit corporation was approved in accordance with Section 10A-3A-11.02, a statement that the proposal to dissolve was duly approved in the manner required by this chapter and by the certificate of incorporation;

(4) if dissolution of a nonmembership nonprofit corporation was approved in accordance with Section 10A-3A-11.03, a statement that the proposal to dissolve was duly approved in the manner required by this chapter and by the certificate of incorporation;

(5) if dissolution of a nonprofit corporation was approved in accordance with Section 10A-3A-11.02 or Section 10A-3A-11.03, and the certificate of incorporation required the dissolution to also be approved by a specified person or group of persons in accordance with Section 10A-3A-11.04, a statement that the proposal to dissolve was duly approved by the manner required by this chapter and by the certificate of incorporation; and

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

(b) The certificate of dissolution shall take effect at the effective date determined in accordance with Article 4 of Chapter 1. A nonprofit corporation is dissolved upon the effective date of its certificate of dissolution.

(c) For purposes of this Division A of this Article 11, “dissolved nonprofit corporation” means a nonprofit corporation whose certificate of dissolution has become effective and includes a successor entity to which the remaining assets of the nonprofit corporation are transferred subject to its liabilities for purposes of liquidation.
Ala. Code § 10A-8A-4.01 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-4.01
Section 10A-8A-4.01 Partner’s Rights and Duties
Status: in_force

(a) Each partner is deemed to have an account that is:

(1) credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner’s share of the partnership profits; and

(2) charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner’s share of the partnership losses provided that a partner shall not be charged with any share of partnership loss attributable to a debt, obligation, or liability for which the partner is not personally liable under Section 10A-8A-3.06 unless the loss is satisfied out of partnership assets.

(b) Each partner is entitled to an equal share of the partnership profits and, subject to the limitations in subsection (a)(2) of this section, is chargeable with a share of the partnership losses in proportion to the partner’s share of the profits.

(c) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business or not for profit activity of the partnership or for the preservation of its business or not for profit activity or property; provided, however, no partner in a limited liability partnership shall be required as a consequence of the indemnification to make any payment on behalf of the limited liability partnership to any other partners to the extent that the payment would be inconsistent with Sections 10A-8A-3.06, 10A-8A-8.06, or 10A-8A-8.07.

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

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

(f) Each partner has equal rights in the management and conduct of the partnership business or not for profit activity.

(g) A partner may use or possess partnership property only on behalf of the partnership.

(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business or not for profit activity of the partnership.

(i) A difference arising as to a matter in the ordinary course of business or not for profit activity of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business or not for profit activity of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.

(j) This section does not affect the obligations of a partnership to other persons under Section 10A-8A-3.01.
Ala. Code § 10A-21-2.07 — Alabama Code / Title 10A / Chapter 21 / Section 10A-21-2.07
Section 10A-21-2.07 Condemnation of Water Sources, Riparian Rights and Necessary Lands by Waterworks Corporation
Status: in_force

(a) Corporations authorized to construct and operate waterworks for the supplying of municipalities and their inhabitants, or others living or doing business in the vicinity of them, with water shall have the power, in order to obtain a supply of water for their storage ponds, reservoirs, pipes, and canals, to take over and use, after condemning the same, water of any river, stream, spring, or other water source which may be necessary for them to use for that purpose. They may also acquire by condemnation riparian rights and all lands adjacent to such streams or water sources as shall be necessary to protect and preserve the purity of such supply; and they shall also have the power to condemn rights-of-way and sites of any necessary area for pipelines, ditches, canals, dams, storage ponds, reservoirs, and other necessary purposes for the operation of their waterworks and the collection and distribution of the water supply. For this purpose, the companies may institute ad quod damnum proceedings against the riparian landowners or owner along such river or stream or of other sources, or the owner of any lands, wherever located, desired to be used for any of the purposes above mentioned, in the probate court of the county in which the land on or over which the easements sought to be condemned are situated in accordance with the general laws of this state providing for the condemnation of lands for public purposes.

(b) The power of condemnation given in this section shall include the right to condemn, wherever necessary for any of the purposes hereinbefore mentioned, any yard or curtilage of a dwelling house, garden, stable, lot, or barn, or so much thereof as may be necessary.

(c) Whenever the ownership of the mineral interest in lands has been severed from the ownership of the surface and the mining of the minerals would endanger any proposed canal, storage pond, or reservoir, a water company may institute ad quod damnum proceedings against the owner, or owners, of the minerals situated under the proposed canals, reservoir or storage ponds in the probate court of the county in which the lands are situated in accordance with the general laws of the state, condemning the mineral interests or so much thereof as may be required for the support of the surface where the canal, reservoir, or storage pond is to be located.

(d) In proceedings to condemn under this section, any number of, or all, the riparian proprietors or other owners along the river, stream, or other water source in the same county may be joined in one proceeding or be proceeded against separately.

(e) No right-of-way shall be granted over the streets, avenues, alleys, or public grounds of any municipal corporation without first obtaining the consent of the municipal authorities thereto.

(f) No corporation shall have the right to condemn the water of any stream, spring, or other water source which is the property of another water company supplying with water a municipal corporation or the inhabitants thereof.
Ala. Code § 10A-2-2.02 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-2.02
Section 10A-2-2.02 Supplemental Provisions Required or Permitted in Articles of Incorporation
Status: reserved

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

(a) In addition to the information required to be set forth in a certificate of formation by Section 10A-1-3.05, articles of incorporation of a corporation formed under this chapter must set forth:

(1) The number of shares the corporation is authorized to issue;

(2) The names and addresses of the individuals who are to serve as the initial directors; and

(3) The purpose or purposes for which the corporation is organized, which may be stated to be or to include the transaction of any lawful business for which corporations may be incorporated under this chapter.

(b) The articles of incorporation may set forth:

(1) Provisions not inconsistent with law regarding:

(i) Reservation to the shareholders of the right to adopt the initial bylaws of the corporation;

(ii) Managing the business and regulating the affairs of the corporation;

(iii) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders; or

(iv) A par value for authorized shares or classes of shares;

(2) Any provision that under this chapter is required or permitted to be set forth in the bylaws; and

(3) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for (A) the amount of a financial benefit received by a director to which he or she is not entitled; (B) an intentional infliction of harm on the corporation or the shareholders; (C) a violation of Section 10A-2-8.33; (D) an intentional violation of criminal law; or (E) a breach of the director’s duty of loyalty to the corporation or its shareholders.

(c) The articles of incorporation need not set forth any of the corporate powers enumerated in Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13.
Ala. Code § 10A-8A-3.04 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-3.04
Section 10A-8A-3.04 Statement of Denial
Status: in_force

A person named in a filed statement of authority granting that person authority may deliver to the Secretary of State for filing a statement of denial that:

(1) provides:

(A) the name of the partnership;

(B) the date the statement of authority to which the statement of denial pertains was filed by the filing officer; and

(C) the unique identifying number or other designation assigned to the partnership by the Secretary of State; and

(2) denies the grant of authority.

A statement of denial is a limitation on authority as provided in Section 10A-8A-3.03.
Ala. Code § 10A-17-2.15 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.15
Section 10A-17-2.15
Status: in_force

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

(2) If there are no applicable governing principles, a person shall be considered a member upon the purchase or assumption of ownership of a membership interest.

(3) A person shall continue as a member absent the person’s suspension, dismissal, or expulsion pursuant to subsection (b), resignation pursuant to Section 10A-17-2.16, or the decentralized unincorporated nonprofit association’s dissolution and winding-up pursuant to this article.

(b) Subject to the governing principles of the decentralized unincorporated nonprofit association, a member may be suspended, dismissed, or expelled. If there are no applicable governing principles, a member may be suspended, dismissed, or expelled by approval of the membership in accordance with Section 10A-17-2.20.

(c) Unless otherwise provided for in the governing principles, suspension, dismissal, or expulsion of a member does not relieve the member of any obligation incurred, or commitment made by the member, before the suspension, dismissal, or expulsion.
Ala. Code § 10A-3A-8.42 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.42
Section 10A-3A-8.42 Standards of Conduct for Officers
Status: in_force

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

(a) An officer, when performing in that capacity, has the duty to act:

(1) in good faith;

(2) with the care that a person in a like position would reasonably exercise under similar circumstances; and

(3) in a manner the officer reasonably believes to be in the best interests of the nonprofit corporation.

(b) The duty of an officer includes the obligation:

(1) to inform the superior officer to whom, or the board of directors or the board committee to which, the officer reports of information about the affairs of the nonprofit corporation known to the officer, within the scope of the officer’s functions, and known to the officer to be material to the superior officer, board of directors, or board committee; and

(2) to inform the officer’s superior officer, or another appropriate person within the nonprofit corporation, or the board of directors, or a board committee, of any actual or probable material violation of law involving the nonprofit corporation or material breach of duty to the nonprofit corporation by an officer, employee, or agent of the nonprofit corporation, that the officer believes has occurred or is likely to occur.

(c) In discharging the officer’s duties, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on:

(1) the performance of properly delegated responsibilities by one or more employees, one or more volunteers of the nonprofit corporation, or one or more other persons associated with the nonprofit corporation, to whom that officer has delegated responsibilities and whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated;

(2) information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more officers or employees, one or more volunteers of the nonprofit corporation, or one or more other persons associated with the nonprofit corporation, whom the officer reasonably believes to be reliable and competent in the matters presented, or legal counsel, public accountants, or other persons retained by the nonprofit corporation as to matters involving skills or expertise the officer reasonably believes are matters: (i) within the particular person’s professional or expert competence, or (ii) as to which the particular person merits confidence; or

(3) volunteers of the nonprofit corporation or one or more persons associated with the nonprofit corporation.

(d) An officer is not liable to the nonprofit corporation or its members for any decision to take or not to take action, or any failure to take any action, as an officer, if the duties of the office are performed in compliance with this section. Whether an officer who does not comply with this section shall have liability will depend in such instance on applicable law, including those principles of Section 10A-3A-8.31 that have relevance.
Ala. Code § 10A-2-14.30 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-14.30
Section 10A-2-14.30 Grounds for Judicial Dissolution
Status: reserved

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

The circuit court of the county where a corporation’s articles of incorporation are filed, or, in the case of corporations created by an act of the Legislature prior to the adoption of the Constitution of Alabama of 1901, or which have resulted from a merger or consolidation, the Circuit Court of Montgomery County, may dissolve the corporation:

(1) In a proceeding by the Attorney General if it is established that:

(i) The corporation obtained its articles of incorporation through fraud; or

(ii) The corporation has continued to exceed or abuse the authority conferred upon it by law;

(2) In a proceeding by a shareholder if it is established that:

(i) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;

(ii) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;

(iii) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired; or

(iv) The corporate assets are being misapplied or wasted.

(3) In a proceeding by a creditor if it is established that:

(i) The creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or

(ii) The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent; or

(4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
Ala. Code § 10A-2-13.21 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-13.21
Section 10A-2-13.21 Notice of Intent to Demand Payment
Status: reserved

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

(a) If proposed corporate action creating dissenters’ rights under Section 10A-2-13.02 is submitted to a vote at a shareholder’s meeting, a shareholder who wishes to assert dissenters’ rights (1) must deliver to the corporation before the vote is taken written notice of his or her intent to demand payment or his or her shares if the proposed action is effectuated; and (2) must not vote his or her shares in favor of the proposed action.

(b) A shareholder who does not satisfy the requirements of subsection (a) is not entitled to payment for his or her shares under this article.
Ala. Code § 10A-20-7.16 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-7.16
Section 10A-20-7.16 Setting Apart of Earned Surplus
Status: in_force

Each year, the corporation shall set apart as earned surplus not less than 10 percent of its net earnings for the preceding fiscal year until the surplus shall be equal in value to one half of the amount paid in on the capital stock then outstanding. Whenever the amount of surplus established herein shall become impaired, it shall be built up again to the required amount in the manner provided for its original accumulation. Net earnings and surplus shall be determined by the board of directors, after providing for such reserves as the directors deem desirable, and the determination of the directors made in good faith shall be conclusive on all persons.
Ala. Code § 10A-2A-7.24 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.24
Section 10A-2A-7.24 Acceptance of Votes and Other Instruments
Status: in_force

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

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

(1) the stockholder 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 stockholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, stockholder demand, or proxy appointment;

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

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

(5) two or more persons are the stockholder 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 corporation is entitled to reject a vote, ballot, consent, waiver, stockholder 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 stockholder.

(d) Neither the corporation or any person authorized by it, nor an inspector of election appointed under Section 10A-2A-7.29, that accepts or rejects a vote, ballot, consent, waiver, stockholder demand, or proxy appointment in good faith and in accordance with the standards of this Section 10A-2A-7.24 or Section 10A-2A-7.22(b) is liable in damages to the stockholder for the consequences of the acceptance or rejection.

(e) Corporate action based on the acceptance or rejection of a vote, ballot, consent, waiver, stockholder 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 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, determines otherwise.

(f) If an inspector of election has been appointed under Section 10A-2A-7.29, the inspector of election also has the authority to request information and make determinations under subsections (a), (b), and (c). Any determination made by the inspector of election under those subsections is controlling.
Ala. Code § 10A-17-2.04 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.04
Section 10A-17-2.04
Status: in_force

(a) A decentralized unincorporated nonprofit association may engage in profit-making activities. Profits from any activities shall be used in furtherance of, or set aside for, the nonprofit association’s common nonprofit purpose.

(b) Except as provided in subsection (c), a decentralized unincorporated nonprofit association may not make distributions to its members or administrators.

(c) A decentralized unincorporated nonprofit association may do all of the following:

(1) Pay reasonable compensation or reimburse reasonable expenses to its members, administrators, and persons outside of the nonprofit association for services rendered, including with respect to the administration and operation of the nonprofit association, which may include the provision of collateral for the self-insurance of the nonprofit association, voting, or participation in the nonprofit association’s operations and activities.

(2) Confer benefits on its members and administrators in conformity with its common nonprofit purpose.

(3) Repurchase membership interests to the extent authorized by the nonprofit association’s governing principles.

(4) Make distributions of property to members upon winding up and termination of the decentralized unincorporated nonprofit association to the extent permitted by Section 10A-17-2.26.
Ala. Code § 10A-2A-11.04 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-11.04
Section 10A-2A-11.04 Action on a Plan of Merger or Stock Exchange
Status: in_force

In the case of a corporation that is a constituent organization or the acquired entity in a stock exchange, the plan of merger or stock exchange shall be adopted in the following manner:

(a) The plan of merger or stock exchange shall first be adopted by the board of directors.

(b) Except as provided in subsections (h), (j), and (l) and in Section 10A-2A-11.05, the plan of merger or stock exchange shall then be approved by the stockholders. In submitting the plan of merger or stock exchange to the stockholders for approval, the board of directors shall recommend that the stockholders approve the plan or, in the case of an offer referred to in subsection (j)(2), that the stockholders tender their stock to the offeror in response to the offer, unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make a recommendation or (ii) Section 10A-2A-8.26 applies. If either (i) or (ii) applies, the board of directors shall inform the stockholders of the basis for its so proceeding.

(c) The board of directors may set conditions for the approval of the plan of merger or stock exchange by the stockholders or the effectiveness of the plan of merger or stock exchange.

(d) If the plan of merger or stock exchange is required to be approved by the stockholders, and if the approval is to be given at a meeting, the corporation shall notify each stockholder, regardless of whether entitled to vote, of the meeting of stockholders at which the plan is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing corporation, foreign corporation, or eligible entity, the notice must also include or be accompanied by a copy or summary of the certificate of incorporation and bylaws or the organizational documents of that corporation, foreign corporation, or eligible entity. If the corporation is to be merged with a corporation, foreign corporation, or eligible entity and a new corporation, foreign corporation, or eligible entity is to be created pursuant to the merger, the notice must include or be accompanied by a copy or a summary of the certificate of incorporation and bylaws or the organizational documents of the new corporation, foreign corporation, or eligible entity.

(e) Unless the certificate of incorporation, or the board of directors acting pursuant to subsection (c), requires a greater vote or a greater quorum, approval of the plan of merger or stock exchange requires the approval of the stockholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the plan, and, if any class or series of stock is entitled to vote as a separate group on the plan of merger or stock exchange, the approval of each separate voting group at a meeting at which a quorum of the voting group is present consisting of a majority of the votes entitled to be cast on the merger or stock exchange by that voting group.

(f) Subject to subsection (g), separate voting by voting groups is required:

(1) on a plan of merger, by each class or series of stock that:

(i) are to be converted under the plan of merger into stock, other securities, eligible interests, obligations, rights to acquire stock, other securities or eligible interests, cash, other property, or any combination of the foregoing; or

(ii) are entitled to vote as a separate group on a provision in the plan that constitutes a proposed amendment to the certificate of incorporation of a surviving corporation that requires action by separate voting groups under Section 10A-2A-10.04;

(2) on a plan of stock exchange, by each class or series of stock included in the exchange, with each class or series constituting a separate voting group; and

(3) on a plan of merger or stock exchange, if the voting group is entitled under the certificate of incorporation to vote as a voting group to approve a plan of merger or stock exchange, respectively.

(g) The certificate of incorporation may expressly limit or eliminate the separate voting rights provided in subsection (f)(1)(i) and subsection (f)(2) as to any class or series of stock, except when the plan of merger or stock exchange (i) includes what is or would be in effect an amendment subject to subsection (f)(1)(ii), and (ii) will not effect a substantive business combination.

(h) Unless the certificate of incorporation otherwise provides, approval by the corporation’s stockholders of a plan of merger is not required if:

(1) the corporation will survive the merger;

(2) except for amendments permitted by Section 10A-2A-10.05, its certificate of incorporation will not be changed; and

(3) each stockholder of the corporation whose stock was outstanding immediately before the effective date of the merger or stock exchange will hold the same number of shares of stock, with identical preferences, rights and limitations, immediately after the effective date of the merger.

(i) If as a result of a merger or stock exchange one or more stockholders of a corporation will have new personal liability with respect to the surviving organization or the acquiring entity, approval of the plan of merger or stock exchange will be ineffective without the consent to the plan of merger or stock exchange of the stockholder who will have new personal liability. A stockholder does not give consent required in this subsection (i) merely by consenting to a provision in the certification of incorporation, the bylaws, or an agreement of the stockholders, that allows for a plan of merger or stock exchange to impose new personal liability on that stockholder without that stockholder’s consent at the time of the plan of merger or stock exchange.

(j) Unless the certificate of incorporation otherwise provides, approval by the stockholders of a plan of merger or stock exchange is not required if:

(1) the plan of merger or stock exchange expressly (i) permits or requires the merger or stock exchange to be effected under this subsection and (ii) provides that, if the merger or stock exchange is to be effected under this subsection, the merger or stock exchange will be effected as soon as practicable following the satisfaction of the requirement set forth in subsection (j)(6);

(2) another party to the merger, the acquiring entity in the stock exchange, or a parent of another party to the merger or the acquiring entity in the stock exchange, makes an offer to purchase, on the terms provided in the plan of merger or stock exchange, any and all of the outstanding stock of the corporation that, absent this subsection, would be entitled to vote on the plan of merger or stock exchange, except that the offer may exclude stock of the corporation that is owned at the commencement of the offer by the corporation, the offeror, or any parent of the offeror, or by any wholly owned subsidiary of any of the foregoing;

(3) the offer discloses that the plan of merger or stock exchange provides that the merger or stock exchange will be effected as soon as practicable following the satisfaction of the requirement set forth in subsection (j)(6) and that the stock of the corporation that is not tendered in response to the offer will be treated as set forth in subsection (j)(8);

(4) the offer remains open for at least 10 days;

(5) the offeror purchases all stock properly tendered in response to the offer and not properly withdrawn;

(6) the stock listed below is collectively entitled to cast at least the minimum number of votes on the merger or stock exchange that, absent this subsection, would be required by this Article 11 and by the certificate of incorporation for the approval of the merger or stock exchange by the stockholders, and by any other voting group entitled to vote on the merger or stock exchange at a meeting at which all stock entitled to vote on the approval was present and voted, and with the consent of the stockholders required under Section 10A-2A-11.04(i):

(i) stock purchased by the offeror in accordance with the offer;

(ii) stock otherwise owned by the offeror or by any parent of the offeror or any wholly owned subsidiary of any of the foregoing; and

(iii) stock subject to an agreement that the stock is to be transferred, contributed, or delivered to the offeror, any parent of the offeror, or any wholly owned subsidiary of any of the foregoing in exchange for stock or eligible interests in the offeror, parent, or subsidiary;

(7) the offeror or a wholly owned subsidiary of the offeror merges with or into, or effects a stock exchange in which it acquires stock of, the corporation; and

(8) each outstanding share of stock of each class or series of stock of the corporation that the offeror is offering to purchase in accordance with the offer, and that is not purchased in accordance with the offer, is to be converted in the merger into, or into the right to receive, or is to be exchanged in the stock exchange for, or for the right to receive, the same amount and kind of securities, eligible interests, obligations, rights, cash, or other property to be paid or exchanged in accordance with the offer for each share of stock of that class or series of stock that is tendered in response to the offer, except that stock of the corporation that is owned by the corporation or that are described in clause (ii) or (iii) of subsection (j)(6) need not be converted into or exchanged for the consideration described in this subsection (j)(8).

(k) As used in subsection (j):

(1) “offer” means the offer referred to in subsection (j)(2);

(2) “offeror” means the person making the offer;

(3) “parent” of an entity means a person that owns, directly or indirectly (through one or more wholly owned subsidiaries), all of the outstanding stock of or eligible interests in that entity;

(4) stock tendered in response to the offer shall be deemed to have been “purchased” in accordance with the offer at the earliest time as of which (i) the offeror has irrevocably accepted that stock for payment, and (ii) either (A) in the case of stock represented by certificates, the offeror, or the offeror’s designated depository or other agent, has physically received the certificates representing that stock, or (B) in the case of stock without certificates, that stock has been transferred into the account of the offeror or its designated depository or other agent, or an agent’s message relating to that stock has been received by the offeror or its designated depository or other agent; and

(5) “wholly owned subsidiary” of a person means an entity of or in which that person owns, directly or indirectly (through one or more wholly owned subsidiaries), all of the outstanding stock or eligible interests.

(l) Unless the certificate of incorporation otherwise provides,

(1) approval of a plan of stock exchange by the stockholders of a corporation is not required if the corporation is the acquiring entity in the stock exchange; and

(2) stock not to be exchanged under the plan of stock exchange is not entitled to vote on the plan.
Ala. Code § 10A-20-7.03 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-7.03
Section 10A-20-7.03 First Meeting
Status: in_force

(a) The first meeting of the corporation shall be called by a notice signed by three or more of the incorporators, stating the time, place, and purpose of the meeting, a copy of which notice shall be mailed or delivered to each incorporator at least five days before the day appointed for the meeting. The first meeting may be held without such notice upon agreement in writing to that effect, signed by all the incorporators. There shall be recorded in the minutes of the meeting a copy of the notice or of the unanimous agreement of the incorporators.

(b) At the first meeting, the incorporators shall organize by the choice, by ballot, of a temporary clerk, by the adoption of bylaws, by the election by ballot of directors, and by action upon such other matters within the powers of the corporation as the incorporators may see fit. The temporary clerk shall be sworn and shall make and attest a record of the proceedings. Ten of the incorporators shall be a quorum for the transaction of business.
Ala. Code § 10A-2-7.07 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-7.07
Section 10A-2-7.07 Record Date
Status: reserved

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

(a) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.

(b) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of shareholders.

(c) A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

(d) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
Ala. Code § 10A-9A-11.02 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-11.02
Section 10A-9A-11.02 Severability Clause
Status: in_force

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
Ala. Code § 10A-2-8.31 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.31
Section 10A-2-8.31 Fiduciary Obligations Not Impaired
Status: reserved

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

Neither an unqualified statement of rights or powers, nor an unqualified grant of authority in this chapter, shall be taken or construed to abrogate, repeal, displace, modify or impair the fiduciary obligations of directors or other officers or employees of a corporation, or of shareholders having or exercising control thereof, or any function thereof, whether by reason of ownership of a majority, or other controlling, interest therein, or otherwise, or the jurisdiction of the courts to grant relief by way of injunction or otherwise, in order to forestall, prevent, correct, remedy or allow damages for fraud, oppression, imposition or other inequitable or remedial conduct in conformity with the applicable principles and practices of law.
Ala. Code § 10A-2-7.21 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-7.21
Section 10A-2-7.21 Voting Entitlement of Shares
Status: reserved

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

(a) Except as provided in subsections (b) and (c) or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote.

(b) The shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation, unless a court of competent jurisdiction determines that the voting of the shares is not for the purpose of perpetuation of management or other improper purpose.

(c) Subsection (b) does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.

(d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
Ala. Code § 10A-10-1.10 — Alabama Code / Title 10A / Chapter 10 / Section 10A-10-1.10
Section 10A-10-1.10 Provisions on Investments and Use
Status: in_force

(a) A real estate investment trust shall hold, either directly or through other entities, assets of such character, in such percentages, and for such uses as permitted by Sections 856 to 860, inclusive, of the Internal Revenue Code, as amended from time to time.

(b) Except as provided in subsection (a), 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.
Ala. Code § 10A-3A-13.05 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-13.05
Section 10A-3A-13.05 Statement of Conversion; Effectiveness
Status: in_force

(a) After a plan of conversion is approved:

(1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), which statement of conversion must be signed in accordance with Section 10A-1-4.01 and which must include:

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

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

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

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

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

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

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

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

(I) if the converted organization is a foreign organization not authorized to conduct activities and affairs in this state, the street and mailing address of an office for the purposes of Section 10A-3A-13.07(b); and

(2) if the converted organization is a nonprofit corporation, the converting organization shall deliver for filing a certificate of incorporation in accordance with subsection (d), which certificate of incorporation must include, in addition to the information required by Section 10A-3A-2.02:

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

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

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

(b) A conversion becomes effective:

(1) if the converted organization is a nonprofit corporation, when the certificate of incorporation takes effect; and

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

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

(d) If the converted organization is a nonprofit corporation, then, the converting organization shall deliver for filing the certificate of incorporation required under subsection (a)(2) to the Secretary of State.

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

(f) If:

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

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

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

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

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

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

(i) The filing fees for a statement of conversion shall be as set forth in Chapter 1.
Ala. Code § 10A-2A-13.26 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-13.26
Section 10A-2A-13.26 Procedure If Stockholder Dissatisfied with Payment or Offer
Status: in_force

(a) A stockholder paid pursuant to Section 10A-2A-13.24 who is dissatisfied with the amount of the payment shall notify the corporation in writing of that stockholder’s estimate of the fair value of the stock and demand payment of that estimate (less any payment under Section 10A-2A-13.24) plus interest. A stockholder offered payment under Section 10A-2A-13.25 who is dissatisfied with that offer shall reject the offer and demand payment of the stockholder’s stated estimate of the fair value of the stock plus interest.

(b) A stockholder who fails to notify the corporation in writing of that stockholder’s demand to be paid the stockholder’s stated estimate of the fair value plus interest under subsection (a) within 30 days after receiving the corporation’s payment or offer of payment under Section 10A-2A-13.24 or Section 10A-2A-13.25, respectively, waives the right to demand payment under this section and shall be entitled only to the payment made or offered pursuant to those respective sections.
Ala. Code § 10A-8-4.02 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-4.02
Section 10A-8-4.02 Distributions in Kind
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-1004 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-1004
Section 10-8A-1004 Admissibility of Registration Information
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-143 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-143
Section 10-3A-143 Revocation of Voluntary Dissolution Proceedings
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-17-2.26 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.26
Section 10A-17-2.26
Status: in_force

(a) A dissolved decentralized unincorporated nonprofit association shall wind up its operations and may continue after dissolution only for the purpose of winding up.

(b) In winding up a decentralized unincorporated nonprofit association, the members shall discharge the decentralized unincorporated nonprofit association’s debts, obligations, and other liabilities, settle and close the decentralized unincorporated nonprofit association’s business, and distribute any remaining property as follows:

(1) To another entity or person with similar nonprofit purposes, if required by law other than this article.

(2) In accordance with the decentralized unincorporated nonprofit association’s governing principles. In the absence of applicable governing principles, to the current members of the decentralized unincorporated nonprofit association in proportion to their membership interests.

(3) If neither subdivision (1) or (2) applies, in accordance with the law of unclaimed property contained in Article 2A, Chapter 12 of Title 35.

(c) In winding up a decentralized unincorporated nonprofit association, the members may do all of the following:

(1) Authorize an administrator to wind up the decentralized unincorporated nonprofit association in accordance with Section 10A-17-2.14. Any authorized administrator shall owe the nonprofit association a duty of care in the conduct or winding up of the decentralized unincorporated nonprofit association to refrain from grossly negligent or reckless conduct, willful or intentional misconduct, or a knowing violation of the law.

(2) Preserve the decentralized unincorporated nonprofit association’s operations and property as a going concern for a reasonable time.

(3) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative.

(4) Transfer the decentralized unincorporated nonprofit association’s property.

(5) Settle disputes by mediation or arbitration.

(6) Perform other acts necessary or appropriate to the winding up.

(d) If the members of a decentralized unincorporated nonprofit association do not appoint an administrator or administrators to wind up the decentralized unincorporated nonprofit association, the members shall owe the decentralized unincorporated nonprofit association a duty of care in the conduct or winding up of the decentralized unincorporated nonprofit association’s operations to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or a knowing violation of the law.
Ala. Code § 10A-9-9.02 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-9.02
Section 10A-9-9.02 Application for Certificate of Authority
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-4-323 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-323
Section 10-4-323 Dams Considered as Authorized by Legislature
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-6.03 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-6.03
Section 10A-20-6.03 Health Care Facilities Which May Participate
Status: reserved

Any health care facility capable of entering into a binding contract may participate as a member of the corporation if the health care facility:

(1) Is approved by the appropriate state licensing agency having regulatory control over the facility; and

(2) Is accepted as a member by majority vote of the corporation’s board of directors.

The corporation and all health care facilities approved and accepted for membership shall enter into contracts which shall govern their respective rights and obligations and which shall be adopted and may be altered, amended, or repealed by majority vote of the board of directors of the corporation. The board of directors of the corporation may terminate the membership and the contract of any health care facility for any cause deemed proper by it at any time by a majority vote. Such member may be reinstated by a majority vote of the board of directors.
Ala. Code § 10A-2A-2.02 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-2.02
Section 10A-2A-2.02 Certificate of Incorporation. (Amended by 2026-495)
Status: in_force

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

Section 10A-1-3.05 shall not apply to this chapter. Instead:

(a) The certificate of incorporation must set forth:

(1) a corporate name for the corporation that satisfies the requirements of Article 5 of Chapter 1;

(2) the number of shares of stock the corporation is authorized to issue;

(3) the street and mailing addresses of the corporation’s initial registered office, the county within this state in which the street and mailing address is located, and the name of the corporation’s initial registered agent at that office as required by Article 5 of Chapter 1; and

(4) the name and address of each incorporator.

(b) The certificate of incorporation may set forth:

(1) the names and addresses of the individuals who are to serve as the initial directors;

(2) provisions not inconsistent with law regarding:

(i) the purpose or purposes for which the corporation is organized;

(ii) managing the business and regulating the affairs of the corporation;

(iii) defining, limiting, and regulating the powers of the corporation, its board of directors, and stockholders;

(iv) a par value for authorized stock or classes of stock; or

(v) subject to subsection (f), a provision imposing personal liability for the debts of the corporation on its stockholders to a specified extent and upon specified conditions; otherwise, the stockholders of a corporation shall not be personally liable for the payment of the corporation’s debts, except as they may be liable by reason of their own conduct or acts;

(3) any provision that under this chapter is permitted to be set forth in the certificate of incorporation or required or permitted to be set forth in the bylaws;

(4) a provision eliminating or limiting the liability of a director or officer to the corporation or its stockholders for money damages for any action taken, or any failure to take any action, as a director or officer, except liability for (i) the amount of a financial benefit received by a director or officer to which the director or officer is not entitled; (ii) an intentional infliction of harm on the corporation or the stockholders; (iii) in the case of a director, a violation of Section 10A-2A-8.32; (iv) an intentional violation of criminal law; or (v) in the case of an officer, any claim by or in the right of the corporation;

(5) a provision permitting or making obligatory indemnification of a director for liability as defined in Section 10A-2A-8.50 to any person for any action taken, or any failure to take any action, as a director, except liability for (i) receipt of a financial benefit to which the director is not entitled, (ii) an intentional infliction of harm on the corporation or its stockholders, (iii) a violation of Section 10A-2A-8.32, or (iv) an intentional violation of criminal law; and

(6) a provision limiting or eliminating any duty of a director or any other person to offer the corporation the right to have or participate in any, or one or more classes or categories of, business opportunities, before the pursuit or taking of the opportunity by the director or other person; provided that any application of that provision to an officer or a related person of that officer (i) also requires approval of that application by the board of directors, subsequent to the effective date of the provision, by action of qualified directors taken in compliance with the same procedures as are set forth in Section 10A-2A-8.60; and (ii) may be limited by the authorizing action of the board of directors.

(c) The certificate of incorporation need not set forth any of the corporate powers enumerated in Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13.

(d) Provisions of the certificate of incorporation may be made dependent upon facts objectively ascertainable outside the certificate of incorporation in accordance with Section 10A-2A-1.20(c).

(e) As used in this section, “related person” means:

(i) the individual’s spouse;

(ii) a child, stepchild, grandchild, parent, stepparent, grandparent, sibling, stepsibling, half sibling, aunt, uncle, niece, or nephew (or spouse of any such person) of the individual or of the individual’s spouse;

(iii) a natural person living in the same home as the individual;

(iv) an entity (other than the corporation or an entity controlled by the corporation) controlled by the individual or any person specified above in this definition;

(v) a domestic or foreign:

(A) business or nonprofit corporation (other than the corporation or an entity controlled by the corporation) of which the individual is a director,

(B) unincorporated entity of which the individual is a general partner or a member of the governing authority, or

(C) individual, trust or estate for whom or of which the individual is a trustee, guardian, personal representative, or like fiduciary, or

(vi) a person that is, or an entity that is, controlled by an employer of the individual.

(f) The certificate of incorporation may not contain any provision that would impose liability on a stockholder for the attorney’s fees or expenses of the corporation or any other party in connection with an internal corporate claim, as defined in Section 10A-2A-2.07(d).

(g) The certificate of incorporation is part of a binding contract between the corporation and the stockholders, subject to the provisions of this chapter.

(h) For purposes of subsection (b)(4) only, unless the certificate of incorporation otherwise provides, “officer” means an individual appointed or elected in accordance with Section 10A-2A-8.40 as (i) president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, secretary, controller, treasurer, or chief accounting officer of the corporation; and (ii) any officer of the corporation designated by resolution of the board of directors as an “officer” for purposes of subsection (b)(4). The board of directors may, from time to time, by resolution determine that one or more of the officers designated in accordance with subsection (h)(ii) shall no longer be an officer for purposes of subsection (b)(4), but no such resolution shall be effective as to any such officer, or any act or omission of any such officer, prior to the adoption of the resolution.

(i) No provision in the certificate of incorporation pursuant to subsection (b)(4) shall eliminate or limit the liability of a director or officer for any act or omission occurring prior to the date when the provision in the certificate of incorporation becomes effective. Any amendment, repeal, or elimination of a provision in the certificate of incorporation pursuant to subsection (b)(4) shall not affect its application with respect to an act or omission by a director or officer occurring before the amendment, repeal, or elimination unless the provision in the certificate of incorporation provides otherwise at the time of the act or omission.
Ala. Code § 10-2B-7.20 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-7.20
Section 10-2B-7.20 Shareholders’ List for Meeting
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-17-1.10 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-1.10
Section 10A-17-1.10 Disposition of Personal Property of Inactive or Dissolved Nonprofit Association
Status: in_force

If a nonprofit association has been inactive for five years or longer, or has been dissolved, a person in possession or control of personal property of the nonprofit association may transfer the property:

(1) If a document of a nonprofit association specifies a person to whom transfer is to be made under these circumstances, to that person; or

(2) If no person is so specified, to a nonprofit association or nonprofit corporation pursuing broadly similar purposes, or to a government or governmental subdivision, agency, or instrumentality.
Ala. Code § 10-2B-15.32 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-15.32
Section 10-2B-15.32 Appeal from Revocation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-5-14 — Alabama Code / Title 10 / Chapter 5 / Section 10-5-14
Section 10-5-14 Contracting with Local Authorities on Use of Public Roads and Places by Internal Improvement and Public Utility Corporations
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-5A-7.10 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-7.10
Section 10A-5A-7.10 Effect of Reinstatement
Status: in_force

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

(b) The rights of persons acting in reliance on the dissolution before those persons had notice of the reinstatement shall not be adversely affected by the reinstatement.
Ala. Code § 10A-2A-10.06 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-10.06
Section 10A-2A-10.06 Certificate of Amendment
Status: in_force

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

(1) the name of the corporation;

(2) the text of each amendment adopted, or the information required by Section 10A-2A-1.20(c)(5);

(3) if an amendment provides for an exchange, reclassification, or cancellation of issued stock, provisions for implementing the amendment if not contained in the amendment itself, (which may be made dependent upon facts objectively ascertainable outside the certificate of amendment in accordance with Section 10A-2A-1.20(c)(5));

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

(5) if an amendment:

(i) was adopted by the incorporators or board of directors without stockholder approval, a statement that the amendment was duly adopted by the incorporators or by the board of directors, as the case may be, and that stockholder approval was not required;

(ii) required approval by the stockholders, a statement that the amendment was duly approved by the stockholders in the manner required by this chapter and by the certificate of incorporation; or

(iii) is being filed pursuant to Section 10A-2A-1.20(c)(5), a statement to that effect; and

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

(b) A certificate of amendment shall take effect at the effective date determined in accordance with Article 4 of Chapter 1.
Ala. Code § 10A-20-7.08 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-7.08
Section 10A-20-7.08 Corporation to Be State Development Company
Status: in_force

Any corporation organized under this article shall be a state development company, as defined in the Small Business Investment Act of 1958, or any other similar federal legislation, and shall be authorized to operate on a statewide basis.
Ala. Code § 10A-3A-8.22 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.22
Section 10A-3A-8.22 Notice of Meeting
Status: in_force

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

(b) Unless the certificate of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days’ notice of the place, if any, date, time, of the meeting. The notice need not describe the purpose of the special meeting unless required by the certificate of incorporation or bylaws.
Ala. Code § 10-8A-401 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-401
Section 10-8A-401 Partner’s Rights and Duties
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8-3.01 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-3.01
Section 10A-8-3.01 Partner Agent of Partnership
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10-2B-14.03 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-14.03
Section 10-2B-14.03 Articles of Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-177 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-177
Section 10-3A-177 Change of Registered Office or Registered Agent of Foreign Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-8.22 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.22
Section 10A-2-8.22 Notice of Meeting
Status: reserved

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

(a) Regular meetings of the board of directors may be held with or without notice as prescribed in the bylaws.

(b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days’ notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
Ala. Code § 10-8A-303 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-303
Section 10-8A-303 Statement of Partnership Authority
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-21-1.02 — Alabama Code / Title 10A / Chapter 21 / Section 10A-21-1.02
Section 10A-21-1.02 Giving Aid or Contribution to Political Party or Candidate, Etc.; Penalty; Exception for Voluntary Separate Political Fund
Status: reserved

Repealed by Act 2013-311, §3, effective August 1, 2013.
Ala. Code § 10A-2A-7.25 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.25
Section 10A-2A-7.25 Quorum and Voting Requirements for Voting Groups
Status: in_force

(a) Stock entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares of stock exists with respect to that matter. Unless the certificate of incorporation provides otherwise, stock representing a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. Whenever this chapter requires a particular quorum for a specified action, the certificate of incorporation may not provide for a lower quorum.

(b) Once a share of stock is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be fixed for that adjourned meeting.

(c) If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the certificate of incorporation requires a greater number of affirmative votes.

(d) An amendment of the certificate of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or subsection (c) is governed by Section 10A-2A-7.27.

(e) The election of directors is governed by Section 10A-2A-7.28.

(f) Whenever a provision of this chapter provides for voting of classes or series as separate voting groups, the rules provided in Section 10A-2A-10.04(c) for amendments of the certificate of incorporation apply to that provision.
Ala. Code § 10-6-4 — Alabama Code / Title 10 / Chapter 6 / Section 10-6-4
Section 10-6-4 Effect of Chapter on Transfers to Minors Act, Etc
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-12-53 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-53
Section 10-12-53 Action by Attorney General
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-1207 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1207
Section 10-9C-1207 Savings Clause
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-5.17 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.17
Section 10A-1-5.17 Electronic Name Reservation
Status: reserved

The Secretary of State shall establish and maintain an automated electronic name reservation system that enables (i) the reservation of a name, (ii) the renewal of that reserved name, (iii) the withdrawal of that reserved name, (iv) the transfer of that reserved name, and (v) the payment of the fees associated therewith, in order to provide for an immediate reservation, renewal, withdrawal, or transfer of the reserved name 24 hours a day, seven days a week, each day of the year, including holidays and weekends.
Ala. Code § 10A-2-15.44 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-15.44
Section 10A-2-15.44 Foreign Corporation Previously Acting in Fiduciary Capacity in 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.

The provisions of this division shall not prohibit any foreign corporation authorized to act in a fiduciary capacity or capacities in the state in which it is incorporated or any national banking association or other corporation organized under the laws of the United States authorized to act in a fiduciary capacity or capacities in its principal place of business which, prior to April 14, 1956, or in the case of a corporation other than a national banking association, prior to January 1, 1995, was acting or appointed to act in this state in a particular fiduciary capacity or capacities, from continuing in the performance of the fiduciary activity or activities without complying with the provisions of this division.
Ala. Code § 10-12-21 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-21
Section 10-12-21 (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.) Agency Power of Members and Managers; Duties
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-280 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-280
Section 10-4-280 Incorporation
Status: reserved

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

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-6.16 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-6.16
Section 10A-20-6.16 Applicability of Insurance Laws. (Amended by Acts 2026-298 and 2026-349)
Status: in_force

THIS ACT WAS AMENDED BY ACT 2026-298, EFFECTIVE JUNE 1, 2026, AND ACT 2026-349, EFFECTIVE OCTOBER 1, 2026. SEE ACTS FOR AMENDED LANGUAGE.

(a) No statute of this state applying to insurance companies shall be applicable to any corporation organized under this article and amendments thereto or to any contract made by the corporation; except the corporation shall be subject to the following:

(1) The provisions regarding annual premium tax to be paid by insurers on insurance premiums.

(2) Chapter 55 of Title 27.

(3) Article 2 and Article 3 of Chapter 19 of Title 27.

(4) Section 27-1-17.

(5) Chapter 56 of Title 27.

(6) Rules adopted by the Commissioner of Insurance pursuant to Sections 27-7-43 and 27-7-44.

(7) Chapter 54 of Title 27.

(8) Chapter 57 of Title 27.

(9) Chapter 58 of Title 27.

(10) Chapter 59 of Title 27.

(11) Chapter 54A of Title 27.

(12) Chapter 12A of Title 27.

(13) Chapter 2B of Title 27.

(14) Chapter 29 of Title 27.

(15) Chapter 62 of Title 27.

(16) Chapter 63 of Title 27.

(17) Chapter 45A of Title 27.

(b) The provisions in subsection (a) that require specific types of coverage to be offered or provided shall not apply when the corporation is administering a self-funded benefit plan or similar plan, fund, or program that it does not insure.THIS ACT WAS AMENDED BY ACT 2026-298, EFFECTIVE JUNE 1, 2026. SEE ACT FOR AMENDED LANGUAGE.

(a) No statute of this state applying to insurance companies shall be applicable to any corporation organized under this article and amendments thereto or to any contract made by the corporation; except the corporation shall be subject to the following:

(1) The provisions regarding annual premium tax to be paid by insurers on insurance premiums.

(2) Chapter 55 of Title 27.

(3) Article 2 and Article 3 of Chapter 19 of Title 27.

(4) Section 27-1-17.

(5) Chapter 56 of Title 27.

(6) Rules adopted by the Commissioner of Insurance pursuant to Sections 27-7-43 and 27-7-44.

(7) Chapter 54 of Title 27.

(8) Chapter 57 of Title 27.

(9) Chapter 58 of Title 27.

(10) Chapter 59 of Title 27.

(11) Chapter 54A of Title 27.

(12) Chapter 12A of Title 27.

(13) Chapter 2B of Title 27.

(14) Chapter 29 of Title 27.

(15) Chapter 62 of Title 27.

(16) Chapter 63 of Title 27.

(17) Chapter 45A of Title 27.

(b) The provisions in subsection (a) that require specific types of coverage to be offered or provided shall not apply when the corporation is administering a self-funded benefit plan or similar plan, fund, or program that it does not insure.
Ala. Code § 10A-9A-8.13 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-8.13
Section 10A-9A-8.13 Effect of Reinstatement
Status: in_force

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

(b) The rights of persons acting in reliance on the dissolution before those persons had notice of the reinstatement shall not be adversely affected by the reinstatement.
Ala. Code § 10A-3A-6.10 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-6.10
Section 10A-3A-6.10 Differences in Rights and Obligations of Members
Status: in_force

Except as otherwise provided in the certificate of incorporation or bylaws, each member of a membership nonprofit corporation has the same rights and obligations as every other member with respect to voting, dissolution, membership transfer, and other matters.
Ala. Code § 10A-10-1.03 — Alabama Code / Title 10A / Chapter 10 / Section 10A-10-1.03
Section 10A-10-1.03 Permitted Form of Unincorporated Trust or Association
Status: in_force

A real estate investment trust is a permitted form of unincorporated trust or association, and may conduct business in the state in accordance with this chapter and with Chapter 1.
Ala. Code § 10A-2A-10.05 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-10.05
Section 10A-2A-10.05 Amendment by Board of Directors
Status: in_force

Unless the certificate of incorporation provides otherwise, a corporation’s board of directors may adopt amendments to the corporation’s certificate of incorporation without stockholder approval:

(a) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(b) to delete the names and addresses of the incorporators or initial directors;

(c) 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;

(d) if the corporation has only one class of stock outstanding:

(1) to change each issued and unissued authorized share of stock of the class into a greater number of whole shares of stock of that class; or

(2) to increase the number of authorized shares of stock of the class to the extent necessary to permit the issuance of stock as a stock dividend;

(e) to change the corporate name, provided that the name complies with Article 5 of Chapter 1;

(f) to reflect a reduction in authorized stock, as a result of the operation of Section 10A-2A-6.31(a)(2) , when the corporation has acquired its own stock and the certificate of incorporation prohibits the reissue of the acquired stock;

(g) to delete a class of stock from the certificate of incorporation, as a result of the operation of Section 10A-2A-6.31(a)(2) , when there is no remaining stock of the class because the corporation has acquired all stock of the class and the certificate of incorporation prohibits the reissue of the acquired stock; or

(h) to take actions expressly permitted by Section 10A-2A-6.02 to be made without stockholder approval.
Ala. Code § 10A-2A-1.40 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-1.40
Section 10A-2A-1.40 Chapter Definitions
Status: in_force

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

(1) AUTHORIZED STOCK means the stock of all classes and series a corporation or foreign corporation is authorized to issue.

(2) BENEFICIAL STOCKHOLDER means a person who owns the beneficial interest in stock, which is either a record stockholder or a person on whose behalf shares of stock are registered in the name of an intermediary or nominee.

(3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any other documents permitted or required to be delivered for filing by a corporation with the Secretary of State under this chapter or Chapter 1 that modify, amend, supplement, restate, or replace the certificate of incorporation. After the filing of a filing instrument under this chapter or Chapter 1 that restates or amends and restates the certificate of incorporation in its entirety, the certificate of incorporation shall not include any prior documents, but the original date of incorporation shall remain unchanged. When used with respect to a corporation incorporated and existing on December 31, 2019, under a predecessor law of this state, the term “certificate of incorporation” means articles of incorporation, charter, or similar incorporating document, and all amendments and restatements to the certificate of incorporation, charter, or similar incorporating document. When used with respect to a foreign corporation, a nonprofit corporation, or a foreign nonprofit corporation, the “certificate of incorporation” of such an entity means the document of such entity that is equivalent to the certificate of incorporation of a corporation. The term “certificate of incorporation” as used in this chapter is synonymous to the term “certificate of formation” used in Chapter 1.

(4) CORPORATION, except in the phrase foreign corporation, means an entity incorporated or existing under this chapter.

(5) DELIVER or DELIVERY means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with Section 10A-2A-1.41, by electronic transmission.

(6) DISTRIBUTION means a direct or indirect transfer of cash or other property (except a corporation’s own stock) or incurrence of indebtedness by a corporation to or for the benefit of its stockholders in respect of any of its stock. A distribution may be in the form of a payment of a dividend; a purchase, redemption, or other acquisition of stock; a distribution of indebtedness; a distribution in liquidation; or otherwise.

(7) DOCUMENT means a writing as defined in Chapter 1.

(8) EFFECTIVE DATE, when referring to a document accepted for filing by the Secretary of State, means the time and date determined in accordance with Article 4 of Chapter 1.

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

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

(11) ELIGIBLE ENTITY means an unincorporated entity, foreign unincorporated entity, nonprofit corporation, or foreign nonprofit corporation.

(12) ELIGIBLE INTERESTS means interests or memberships.

(13) EMPLOYEE includes an officer, but not a director. A director may accept duties that make the director also an employee.

(14) ENTITY includes corporation; foreign corporation; nonprofit corporation; foreign nonprofit corporation; estate; trust; unincorporated entity; foreign unincorporated entity; and state, United States, and foreign government.

(15) EXPENSES means reasonable expenses of any kind that are incurred in connection with a matter.

(16) FILING ENTITY means an unincorporated entity, other than a limited liability partnership, that is of a type that is created by filing a public organic record or is required to file a public organic record that evidences its creation.

(17) FOREIGN CORPORATION means a corporation incorporated under a law other than the law of this state which would be a corporation if incorporated under the law of this state.

(18) FOREIGN NONPROFIT CORPORATION means a corporation incorporated under a law other than the law of this state which would be a nonprofit corporation if incorporated under the law of this state.

(19) GOVERNING STATUTE means the statute governing the internal affairs of a corporation, foreign corporation, nonprofit corporation, foreign nonprofit corporation, unincorporated entity, or foreign unincorporated entity.

(20) GOVERNMENTAL SUBDIVISION includes authority, county, district, and municipality.

(21) INCLUDES and INCLUDING denote a partial definition or a nonexclusive list.

(22) INTEREST means either or both of the following rights under the governing statute governing an unincorporated entity:

(i) the right to receive distributions from the entity either in the ordinary course or upon liquidation; or

(ii) the right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs.

(23) INTEREST HOLDER means a person who holds of record an interest.

(24) KNOWLEDGE is determined as follows:

(a) A person knows a fact when the person:

(1) has actual knowledge of it; or

(2) is deemed to know it under law other than this chapter.

(b) A person has notice of a fact when the person:

(1) knows of it;

(2) receives notification of it in accordance with Section 10A-2A-1.41;

(3) has reason to know the fact from all of the facts known to the person at the time in question; or

(4) is deemed to have notice of the fact under subsection (d).

(c) A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course in accordance with Section 10A-2A-1.41, whether or not the other person knows the fact.

(d) A person is deemed to have notice of a corporation’s:

(1) matters included in the certificate of incorporation upon filing;

(2) dissolution, 90 days after a certificate of dissolution under Section 10A-2A-14.03 becomes effective;

(3) conversion, merger, or interest exchange under Article 9 or Article 11, 90 days after a statement of conversion, or statement of merger or interest exchange becomes effective;

(4) conversion or merger under Article 8 of Chapter 1, 90 days after a statement of conversion or statement of merger becomes effective; and

(5) revocation of dissolution and reinstatement, 90 days after certificate of revocation of dissolution and reinstatement under Section 10A-2A-14.04 becomes effective.

(e) A stockholder’s knowledge, notice, or receipt of a notification of a fact relating to the corporation is not knowledge, notice, or receipt of a notification of a fact by the corporation solely by reason of the stockholder’s capacity as a stockholder.

(f) The date and time of the effectiveness of a notice delivered in accordance with Section 10A-2A-1.41, is determined by Section 10A-2A-1.41.

(25) MEANS denotes an exhaustive definition.

(26) MEMBERSHIP means the rights of a member in a nonprofit corporation or foreign nonprofit corporation.

(27) ORGANIZATIONAL DOCUMENTS means the public organic record and private organizational documents of a corporation, foreign corporation, or eligible entity.

(28) PRINCIPAL OFFICE means the office (in or out of this state) where the principal executive offices of the corporation or foreign corporation are located.

(29) PRIVATE ORGANIZATIONAL DOCUMENTS means (i) the bylaws of a corporation, foreign corporation, nonprofit corporation, or foreign nonprofit corporation, or (ii) the rules, regardless of whether in writing, that govern the internal affairs of an unincorporated entity or foreign unincorporated entity, are binding on all its interest holders, and are not part of its public organic record, if any. Where private organizational documents have been amended or restated, the term means the private organizational documents as last amended or restated.

(30) PROCEEDING includes any civil suit and criminal, administrative, and investigatory action.

(31) PUBLIC ORGANIC RECORD means (i) the certificate of incorporation of a corporation, foreign corporation, nonprofit corporation, or foreign nonprofit corporation, or (ii) the document, if any, the filing of which is required to create an unincorporated entity or foreign unincorporated entity, or which creates the unincorporated entity or foreign unincorporated entity and is required to be filed. Where a public organic record has been amended or restated, the term means the public organic record as last amended or restated.

(32) RECORD DATE means the date fixed for determining the identity of the corporation’s stockholders and their stockholdings for purposes of this chapter. Unless another time is specified when the record date is fixed, the determination shall be made as of the close of business at the principal office of the corporation on the date so fixed.

(33) RECORD STOCKHOLDER means (i) the person in whose name shares of stock are registered in the records of the corporation, or (ii) the person identified as the beneficial owner of stock in a beneficial ownership certificate pursuant to Section 10A-2A-7.23 on file with the corporation to the extent of the rights granted by such certificate.

(34) SECRETARY means the corporate officer to whom the board of directors has delegated responsibility under Section 10A-2A-8.40(c) to maintain the minutes of the meetings of the board of directors and of the stockholders and for authenticating records of the corporation.

(35) STOCK EXCHANGE means a transaction pursuant to Section 10A-2A-11.03.

(36) STOCKHOLDER means a record stockholder.

(37) STOCK means the units into which the proprietary interests in a corporation or foreign corporation are divided.

(38) TYPE OF ENTITY means a generic form of entity: (i) recognized at common law; or (ii) formed under a governing statute, regardless of whether some entities formed under that law are subject to provisions of that law that create different categories of the form of entity.

(39) UNINCORPORATED ENTITY means an organization or artificial legal person that either has a separate legal existence or has the power to acquire an estate in real property in its own name and that is not any of the following: a corporation, foreign corporation, nonprofit corporation, foreign nonprofit corporation, a series of a limited liability company or of another type of entity, an estate, a trust, a state, United States, or foreign government. The term includes a general partnership, limited liability company, limited partnership, business trust, joint stock association, and unincorporated nonprofit association.

(40) UNITED STATES includes any district, authority, bureau, commission, department, and any other agency of the United States.

(41) UNRESTRICTED VOTING TRUST BENEFICIAL OWNER means, with respect to any stockholder rights, a voting trust beneficial owner whose entitlement to exercise the stockholder right in question is not inconsistent with the voting trust agreement.

(42) VOTING GROUP means all stock of one or more classes or series that under the certificate of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of stockholders. All stock entitled by the certificate of incorporation or this chapter to vote generally on the matter is for that purpose a single voting group.

(43) VOTING POWER means the current power to vote in the election of directors.

(44) VOTING TRUST BENEFICIAL OWNER means an owner of a beneficial interest in stock of the corporation held in a voting trust established pursuant to Section 10A-2A-7.30(a).
Ala. Code § 10A-1-3.32 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.32
Section 10A-1-3.32 Right of Inspection and Access by Certain Domestic Entities. (Amended by 2026-495)
Status: in_force

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

(a) This section applies to domestic entities other than (i) corporations formed pursuant to or governed by Chapter 2A or Chapter 4, and real estate investment trusts formed pursuant to or governed by Chapter 10, each of which is governed by the separate recordkeeping requirements and record inspections provisions of Chapter 2A and (ii) nonprofit corporations formed pursuant to or governed by Chapter 3A, limited liability companies formed pursuant to or governed by Chapter 5A, general partnerships formed pursuant to or governed by Chapter 8A, and limited partnerships formed pursuant to or governed by Chapter 9A, each of which are governed by the separate recordkeeping requirements and record inspection provisions set forth in each entity’s respective chapter governing that entity.

(b) With respect to a domestic entity covered by this section, the books and records maintained under the chapter of this title applicable to that entity and any other books and records of that entity, wherever situated, are subject to inspection and copying at the reasonable request, and at the expense of, any owner or member or the owner’s or member’s agent or attorney during regular business hours. The right of access extends to the legal representative of a deceased owner or member or owner or member under legal disability. The entity shall also provide former owners and members with access to its books and records pertaining to the period during which they were owners or members.

(c) The governing documents of a domestic entity may not unreasonably restrict an owner’s or member’s right to information or access to books and records.

(d) Any agent or governing person of a domestic entity who, without reasonable cause, refuses to allow any owner or member or the owner’s or member’s agent or legal counsel to inspect any books or records of that entity shall be personally liable to the agent or member for a penalty in an amount not to exceed 10 percent of the fair market value of the ownership interest of the owner or member, in addition to any other damages or remedy.
Ala. Code § 10A-2A-6.02 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-6.02
Section 10A-2A-6.02 Terms of Class or Series Determined by Board of Directors
Status: in_force

(a) When any corporation desires to issue any shares of stock of any class or of any series of any class of which the powers, designations, preferences, and relative, participating, optional, or other rights, if any, or the qualifications, limitations, or restrictions thereof, if any, shall not have been set forth in the certificate of incorporation or in any amendment thereto but shall be provided for in a resolution or resolutions adopted by the board of directors pursuant to authority expressly vested in it by the certificate of incorporation or any amendment thereto, a certificate of designations setting forth a copy of the board resolution or resolutions and the number of shares of stock of the class or series as to which the resolution or resolutions apply shall be executed and delivered to the Secretary of State for filing and shall become effective in accordance with Article 4 of Chapter 1. If the certificate of incorporation vests authority in the board of directors to determine the powers, designations, preferences, and relative, participating, optional, or other rights, if any, or the qualifications, limitations, or restrictions thereof, if any, of any class or series of stock, the board of directors is authorized to do so to the same extent permitted under Section 10A-2A-6.01.

(b) Unless otherwise provided in any resolution or resolutions described in subsection (a), the number of shares of stock of any class or series to which the resolution or resolutions apply may be increased (but not above the total number of authorized shares of the class) or decreased (but not below the number of shares thereof then outstanding) by a certificate likewise executed and delivered to the Secretary of State for filing setting forth a statement that a specified increase or decrease therein had been authorized and directed by a resolution or resolutions likewise adopted by the board of directors. In case the number of the authorized shares shall be decreased the number of shares so specified in the certificate shall resume the status which they had prior to the adoption of the first resolution or resolutions.

(c) When no shares of any authorized class or series are outstanding, either because none were issued or because no issued shares of any authorized class or series remain outstanding, a certificate setting forth a resolution or resolutions adopted by the board of directors that none of the authorized shares of that class or series are outstanding, and that none will be issued subject to the certificate of designations previously filed with respect to that class or series, may be executed and delivered to the Secretary of State for filing and shall become effective in accordance with Article 4 of Chapter 1, and when the certificate becomes effective, it shall have the effect of eliminating from the certificate of incorporation all matters set forth in the certificate of designations with respect to that class or series of stock.

(d) Unless otherwise provided in the certificate of incorporation, if no shares of stock have been issued of a class or series of stock established by a resolution of the board of directors, the voting powers, designations, preferences, and relative, participating, optional, or other rights, if any, or the qualifications, limitations, or restrictions thereof, may be amended by a resolution or resolutions adopted by the board of directors. A certificate which: (1) states that no shares of the class or series have been issued; (2) sets forth a copy of the resolution or resolutions; and (3) if the designation of the class or series is being changed, indicates the original designation and the new designation, shall be executed and delivered to the Secretary of State for filing and shall become effective in accordance with Article 4 of Chapter 1.

(e) When any certificate filed under this section becomes effective, it shall have the effect of amending the certificate of incorporation; except that neither the filing of that certificate nor the filing of a restated certificate of incorporation pursuant to Section 10A-2A-10.07 shall prohibit the board of directors from subsequently adopting resolutions as authorized by this section.
Ala. Code § 10A-8A-1.07 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-1.07
Section 10A-8A-1.07 Supplemental Principles of Law; Rate of Interest
Status: in_force

(a) It is the policy of this chapter and this state to give maximum effect to the principles of freedom of contract and to the enforceability of partnership agreements.

(b) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

(c) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is the applicable federal rate as determined from time to time by the United States Treasury pursuant to 26 U.S.C. § 1274(d) or any successor law.

(d) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.

(e) The use of any gender shall be applicable to all genders. The captions contained in this chapter are for purposes of convenience only and shall not control or affect the construction of this chapter.

(f) Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto, do not apply to any interest in a partnership, including all rights, powers, and interests arising under a partnership agreement or this chapter. This provision prevails over Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto, and is expressly intended to permit the enforcement of the provisions of a partnership agreement that would otherwise be ineffective under Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto.

(g) Division E of Article 3 of Chapter 1 shall have no application to this chapter.

(h) The terms president, vice president, secretary, and treasurer, as defined in Chapter 1, shall have no application to this chapter.

(i) Section 10A-1-2.13(c) shall have no application to this chapter.

(j) Action validly taken pursuant to one provision of this chapter shall not be deemed invalid solely because it is identical or similar in substance to an action that could have been taken pursuant to some other provision of this chapter but fails to satisfy one or more requirements prescribed by such other provision.
Ala. Code § 10A-3-5.06 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-5.06
Section 10A-3-5.06 Merger or Consolidation of Domestic and Foreign Nonprofit Corporations
Status: in_force

(a) One or more foreign nonprofit corporations and one or more domestic nonprofit corporations may be merged or consolidated in the following manner, if the merger or consolidation is permitted by the laws of the state under which each foreign nonprofit corporation is organized:

(1) Each domestic nonprofit corporation shall comply with the provisions of this title with respect to the merger or consolidation, as the case may be, of domestic nonprofit corporations and each foreign nonprofit corporation shall comply with the applicable provisions of the laws of the state under which it is organized.

(2) If the surviving or new nonprofit corporation, as the case may be, is to be governed by the laws of any state other than Alabama, it shall comply with the provisions of this title with respect to foreign entities if it is to conduct affairs in Alabama, and in every case it shall be deemed to have consented that it may be served with process in Alabama as provided by the statutes of Alabama or the rules of the Alabama Supreme Court in any proceeding for the enforcement of any obligation of any domestic nonprofit corporation which is a party to the merger or consolidation.

(b) The effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic nonprofit corporations, if the surviving or new nonprofit corporation is to be governed by the laws of Alabama. If the surviving or new nonprofit corporation is to be governed by the laws of any state other than Alabama, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic nonprofit corporations except insofar as the laws of the other state provide otherwise.

(c) After approval by the members or, if there be no members entitled to vote thereon, by the board of directors, 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 § 10A-1-8.02 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-8.02
Section 10A-1-8.02 Mergers of Entities
Status: in_force

A merger of two or more entities, whether the other entity or entities are the same or another form of entity, may be accomplished as provided in this section.

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

(1) must include the following:

(A) the name, type of entity, and mailing address of the principal office of each entity that is a party to the merger, the jurisdiction of the governing statute of each entity that is a party to the merger, and the respective unique identifying number or other designation as assigned by the Secretary of State, if any, of each entity that is a party to the merger;

(B) the name, type of entity, and mailing address of the principal office of the surviving entity and, if the surviving entity is to be created pursuant to the merger, the surviving entity’s organizational documents;

(C) the terms and conditions of the merger, including the manner and basis for converting the interests in each entity that is a party to the merger into any combination of money, interests in the surviving entity, and other consideration as allowed by subsection (b); and

(D) if the surviving entity is not to be created pursuant to the merger, any amendments to be made by the merger to the surviving entity’s organizational documents;

(2) with respect to all entities other than nonprofit entities, a plan of merger may provide:

(A) that (i) any party to the plan of merger that fails to perform its obligations under the plan of merger in accordance with the terms and conditions of the plan of merger, or that otherwise fails to comply with the terms and conditions of the plan of merger, in each case, required to be performed or complied with prior to the time the merger becomes effective, or that otherwise fails to consummate, or fails to cause the consummation of, the merger (whether prior to a specified date, upon satisfaction or, to the extent permitted by law, waiver of all conditions to consummation set forth in the plan of merger, or otherwise) shall be subject, in addition to any other remedies available at law or in equity, to the penalties or consequences as are set forth in the plan of merger (which penalties or consequences may include an obligation to pay to the other party or parties to the plan of merger an amount representing, or based on the loss of, any premium or other economic entitlement the owners of the other party would be entitled to receive pursuant to the terms of the plan of merger if the merger were consummated in accordance with the terms of the plan of merger) and (ii) if, pursuant to the terms of the plan of merger, an entity is entitled to receive payment from another party to the plan of merger of any amount representing a penalty or consequence (as specified in clause (i) of this Section 10A-1-8.02(a)(2)(A)), the entity shall be entitled to enforce the other party’s payment obligation and, upon receipt of any payment, shall be entitled to retain the amount of the payment so received;

(B)(i) for the appointment, at or after the time at which the plan of merger is adopted by the owners of a domestic entity that is a party to the merger in accordance with the requirements of the statute governing that party, of one or more persons (which may include the surviving or resulting domestic entity or any officer, manager, representative or agent thereof) as representative of the owners of that domestic entity that is a party to the merger, including those whose ownership interests shall be cancelled, converted, or exchanged in the merger, and for the delegation to that person or persons of the sole and exclusive authority to take action on behalf of the owners pursuant to the plan of merger, including taking such actions as the representative determines to enforce (including by entering into settlements with respect to) the rights of the owners under the plan of merger, on the terms and subject to the conditions set forth in the plan of merger, and (ii) that any appointment pursuant to clause (i) of this Section 10A-1-8.02(a)(2)(B) shall be irrevocable and binding on all owners from and after the adoption of the plan of merger by the requisite vote of the owners pursuant to the statute governing that entity; and

(C) that any provision adopted pursuant to Section 10A-1-8.02(a)(2)(B) may not be amended after the merger has become effective or may be amended only with the consent or approval of persons specified in the plan of merger;

(3) a plan of merger may include other provisions relating to the merger not prohibited by law; and

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

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

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

(1) CORPORATIONS.

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

(B) If a nonprofit corporation is governed by Chapter 3A and that corporation is a party to a merger, a plan of merger under subsection (a) must be approved in accordance with Chapter 3A.

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

(2) LIMITED PARTNERSHIPS. In the case of a limited partnership that is a party to the merger, a plan of merger under subsection (a) must be approved in accordance with Chapter 9A.

(3) LIMITED LIABILITY COMPANIES. In the case of a limited liability company that is a party to the merger, a plan of merger under subsection (a) must be approved in accordance with Chapter 5A.

(4) GENERAL PARTNERSHIPS, INCLUDING LIMITED LIABILITY PARTNERSHIPS. In the case of a general partnership that is a party to the merger, a plan of merger under subsection (a) must be approved in accordance with Chapter 8A. All general partnerships, other than a general partnership that is created pursuant to the merger, that are parties to a merger must have on file with the Secretary of State a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership prior to delivering the statement of merger to the Secretary of State for filing.

(5) REAL ESTATE INVESTMENT TRUST. In the case of a real estate investment trust that is a party to the merger, a plan of merger under subsection (a) must be approved in writing by all of the trust’s shareholders or as otherwise provided in the trust’s declaration of trust, but in no case may the vote required for shareholder approval be set at less than a majority of all the votes entitled to be cast. No merger of a real estate investment trust with a general or limited partnership that is to be the surviving entity may be effected without the consent in writing of each shareholder who will have personal liability with respect to the surviving entity, notwithstanding any provision in the declaration of trust of the converting real estate investment trust providing for less than unanimous shareholder approval for the merger.

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

(d) After each entity has approved the plan of merger pursuant to subsection (c), the entities must deliver to the Secretary of State for filing a statement of merger signed on behalf of each entity as provided by its governing statute which must include:

(1) the name, type of entity, and mailing address of the principal office of each entity that is a party to the merger, the jurisdiction of the governing statute of each entity that is a party to the merger, and the respective unique identifying number or other designation as assigned by the Secretary of State, if any, of each entity that is a party to the merger;

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

(3) for each general partnership, the date of the filing of the statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, if any, and all prior amendments and the filing office or offices, if any, where such is filed;

(4) the date the merger is effective under the governing statute of the surviving entity;

(5) if the surviving entity is to be created pursuant to the merger, (i) if it will be a filing entity, its certificate of formation; or (ii) if it will be a non-filing entity, any document that creates the entity that is required to be in a public writing or in the case of a general partnership, its statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, as applicable;

(6) if the surviving entity is a domestic entity that exists before the merger, any amendments provided for in the plan of merger for the organizational documents that created the domestic entity that are required to be in a public writing, or in the case of a general partnership, its statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, as applicable;

(7) a statement as to each entity that the merger was approved as required by the entity’s governing statute;

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

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

(10) any additional information required by the governing statute of any entity that is a party to the merger.

(e) Prior to the statement of merger being delivered for filing to the Secretary of State in accordance with subsection (d), all parties to the merger that are general partnerships, other than a general partnership that is created pursuant to the merger, must have on file with the Secretary of State a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership.

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

(g) If all of the entities that are parties to the merger are domestic entities, the merger becomes effective on the effective date determined in accordance with Article 4. If one or more parties to the merger is a foreign entity, or a foreign entity created by the merger is the surviving entity, the merger shall become effective at the later of:

(1) when all documents required to be filed in foreign jurisdictions to effect the merger have become effective, or

(2) the effective date determined in accordance with Article 4.

(h) When a merger becomes effective:

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

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

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

(4) all debts, obligations, and other liabilities of each merging entity, other than the surviving entity, are debts, obligations, and liabilities of the surviving entity, and neither the rights of creditors, nor any liens upon the property of any entity that is a party to the merger, shall be impaired by the merger;

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

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

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

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

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

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

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

(10) the interests in a merging entity that are to be converted in accordance with the terms of the merger into interests, obligations, rights to acquire interests, cash, other property, or any combination of the foregoing, are converted as provided in the plan of merger, and the former holders of interests are entitled only to the rights provided to them by those terms or to any appraisal or dissenters’ rights they may have under the governing statute governing the merging entity;

(11) if the surviving entity exists before the merger:

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

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

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

(12) Service of process in an action or proceeding against a surviving foreign entity to enforce an obligation of a domestic entity that is a party to a merger may be made by registered mail addressed to the surviving entity at the address set forth in the statement of merger or by any method provided by the Alabama Rules of Civil Procedure. Any notice or demand required or permitted by law to be served on a domestic entity may be served on the surviving foreign entity by registered mail addressed to the surviving entity at the address set forth in the statement of merger or in any other manner similar to the procedure provided by the Alabama Rules of Civil Procedure for the service of process.

(13)(A) An owner of an entity with limited liability protection remains liable, if at all, for an obligation incurred prior to the merger by an entity that ceases to exist as a result of the merger only to the extent, if any, that the owner would have been liable under the laws applicable to owners of the form of entity that ceased to exist if the merger had not occurred.

(B) An owner with limited liability protection who, as a result of the merger, becomes an owner without limited liability protection of the surviving entity is liable for an obligation of the surviving entity incurred after merger to the extent provided for by the laws applicable to the surviving entity.

(14) An owner without limited liability protection of an entity that ceases to exist as a result of a merger and who as a result of the merger becomes an owner of a surviving entity with limited liability protection remains liable for an obligation of the entity that ceases to exist incurred before the merger takes effect only to the extent, if any, that the owner would have been liable if the merger had not occurred.

(i) 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 merged entity 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 a filing fee of five dollars ($5). Any such filing shall evidence chain of title, but lack of filing shall not affect the surviving entity’s title to such real property.

(j) Except as set forth in Section 10A-1-8.02(a)(4), for purposes of this Section 10A-1-8.02, a plan of merger, whether referred to as a plan of merger, an agreement of merger, a merger agreement, a plan and agreement of merger, an agreement and plan of merger, or otherwise, means a writing that includes the items required or allowed to be set forth therein and includes any agreement, instrument, or other document referenced therein or associated therewith that sets forth the terms and conditions of the merger.
Ala. Code § 10-10-4 — Alabama Code / Title 10 / Chapter 10 / Section 10-10-4
Section 10-10-4 Formation; Restriction on Service Rendered
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-6.43 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-6.43
Section 10A-3A-6.43 Shares of Stock Prohibited
Status: in_force

A nonprofit corporation shall not have or issue shares of stock.
Ala. Code § 10A-2A-8.08 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.08
Section 10A-2A-8.08 Removal of Directors by Stockholders
Status: in_force

(a) The stockholders may remove one or more directors with or without cause unless the certificate of incorporation provides that directors may be removed only for cause.

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

(c) A director may be removed if the number of votes cast to remove exceeds the number of votes cast not to remove the director, except to the extent the certificate of incorporation or bylaws require a greater number; provided that if cumulative voting is authorized, a director may not be removed if, in the case of a meeting, the number of votes sufficient to elect the director under cumulative voting is voted against removal and, if in the case of an action by written consent, the action is taken by less than unanimous consent.

(d) A director may be removed by the stockholders only at a meeting called for the purpose of removing the director and the meeting notice must state that removal of the director is a purpose of the meeting.
Ala. Code § 10A-5A-9.08 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-9.08
Section 10A-5A-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 liability company or series thereof, as the case may be, 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 liability company or series thereof, as the case may be.

(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 liability company or the series thereof, as the case may be.
Ala. Code § 10-5-6 — Alabama Code / Title 10 / Chapter 5 / Section 10-5-6
Section 10-5-6 Condemnation of Water Sources, Riparian Rights and Necessary Lands by Waterworks Corporation
Status: reserved

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

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-607 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-607
Section 10-9C-607 Liability to Other Persons of Person 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-5A-4.10 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-4.10
Section 10A-5A-4.10 Indemnification, Advancement, Reimbursement, and Insurance
Status: in_force

A limited liability company, or a series thereof, may indemnify and hold harmless a member or other person, pay in advance or reimburse expenses incurred by a member or other person, and purchase and maintain insurance on behalf of a member or other person.
Ala. Code § 10A-1-9.01 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-9.01
Section 10A-1-9.01 Applicability of This Article to Certain Entities
Status: in_force

This article does not apply to business corporations, nonprofit corporations, limited liability companies, general partnerships, and limited partnerships.
Ala. Code § 10A-3-7.01 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-7.01
Section 10A-3-7.01 Voluntary Dissolution - Procedure
Status: in_force

(a) A nonprofit corporation may dissolve and wind up its affairs in the following manner:

(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the nonprofit corporation be dissolved, and directing that the question of the dissolution be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the nonprofit corporation, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to dissolve the nonprofit corporation shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting.

(2) If there are no members, or no members entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.

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

(1) The name of the nonprofit corporation.

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

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

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

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

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

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

(d) Upon the filing of a statement of intent to dissolve, the nonprofit corporation shall cease to conduct its affairs except insofar as may be necessary for the winding up thereof, and shall proceed to collect its assets and apply and distribute them as provided in this chapter.
Ala. Code § 10A-8-2.02 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-2.02
Section 10A-8-2.02 Formation of Partnership
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10A-8-11.01 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-11.01
Section 10A-8-11.01 Uniformity of Application and Construction
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 § 10-13-24 — Alabama Code / Title 10 / Chapter 13 / Section 10-13-24
Section 10-13-24 Treatment of Distributions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-4.05 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-4.05
Section 10A-9A-4.05 Actions by and Against Partnership and Partners
Status: in_force

(a) To the extent not inconsistent with Section 10A-9A-4.04, a general partner may be joined in an action against the limited partnership or named in a separate action.

(b) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner’s assets unless there is also a judgment against the general partner.

(c) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under Section 10A-9A-4.04 and either:

(1) a judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

(2) the limited partnership is a debtor in bankruptcy;

(3) the general partner has agreed that the creditor need not exhaust limited partnership assets;

(4) a court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court’s equitable powers; or

(5) liability is imposed on the general partner by law or contract independent of the existence of the limited partnership.
Ala. Code § 10-8A-805 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-805
Section 10-8A-805 Statement of Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-40 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-40
Section 10-9A-40 Admission of Additional Limited Partners
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-2B-2.03 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-2.03
Section 10-2B-2.03 Incorporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8-2.03 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-2.03
Section 10A-8-2.03 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-3A-2.06 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-2.06
Section 10A-3A-2.06 Emergency Bylaws
Status: in_force

(a) Unless the certificate of incorporation provides otherwise, bylaws may be adopted to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal in accordance with Section 10A-3A-9.20, may make all provisions necessary for managing the nonprofit corporation during the emergency, including:

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

(2) quorum requirements for the meeting; and

(3) designation of additional or substitute directors.

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

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

(1) binds the nonprofit corporation; and

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

(d) An emergency exists for purposes of this section if a quorum of the board of directors cannot readily be assembled because of some catastrophic event.
Ala. Code § 10-8A-701 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-701
Section 10-8A-701 Purchase of Dissociated Partner’s Interest
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-4.04 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-4.04
Section 10A-9-4.04 General Partner’s Liability
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-9-2.05 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-2.05
Section 10A-9-2.05 Signing and Filing Pursuant to Judicial Order
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-8A-1102 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-1102
Section 10-8A-1102 Short Title
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-10.10 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-10.10
Section 10A-2A-10.10 Effect of Filing of Restated Certificate of Incorporation
Status: in_force

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

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

(c) Section 10A-2A-10.09 applies to an amendment effected by a restated certificate of incorporation.
Ala. Code § 10A-9-2.03 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-2.03
Section 10A-9-2.03 Statement of Termination
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-3A-7.05 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-7.05
Section 10A-3A-7.05 Notice of Meetings
Status: in_force

(a) A membership nonprofit corporation shall notify members of the place, if any, date, and time of each annual, regular, or special meeting of the members no fewer than 10 nor more than 60 days before the meeting date. If the board of directors has authorized participation by means of remote communication pursuant to Section 10A-3A-7.09 for any class of members or voting group, the notice to that class of members or voting group must describe the means of remote communication to be used. The notice must include the record date for determining the members entitled to vote at the meeting, if that date is different from the record date for determining members entitled to notice of the meeting. Unless the certificate of incorporation requires otherwise, the membership nonprofit corporation is required to give notice only to members entitled to vote at the meeting as of the record date for determining the members entitled to notice of the meeting.

(b) Unless this chapter, the certificate of incorporation, or the bylaws require otherwise, notice of an annual or regular meeting of the members need not include a description of the purpose or purposes for which the meeting is called.

(c) Notice of a special meeting of members must include a description of the purpose or purposes for which the meeting is called.

(d) If not otherwise fixed under Section 10A-3A-7.03 or Section 10A-3A-7.07, the record date for determining members entitled to notice of and to vote at an annual, regular, or special meeting of the members is the earlier of (i) the date of the action by the board of directors calling the meeting of the members or (ii) the day before the first notice is delivered to members.

(e) Unless the certificate of incorporation or bylaws require otherwise, if an annual, regular, or special meeting of the members is adjourned to a different place, if any, date, or time (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication pursuant to Section 10A-3A-7.09) , notice need not be given of the new place, if any, date, or time if the new place, if any, date, or time is (i) announced at the meeting before adjournment or (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable members and proxy holders to participate in the meeting by means of remote communication . If a new record date for the adjourned meeting is or must be fixed under Section 10A-3A-7.07, however, notice of the adjourned meeting shall be given under this section to members entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting.