Ala. Code § 10A-2A-8.53 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.53
Section 10A-2A-8.53 Advance for Expenses
Status: in_force

(a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a director if the director delivers to the corporation a signed written undertaking of the director to repay any funds advanced if (i) the director is not entitled to mandatory indemnification under Section 10A-2A-8.52 and (ii) it is ultimately determined under Section 10A-2A-8.54 or Section 10A-2A-8.55 that the director is not entitled to indemnification.

(b) The undertaking required by subsection (a) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.

(c) Authorizations under this section shall be made:

(1) by the board of directors:

(i) if there are two or more qualified directors, by a majority vote of all the qualified directors (a majority of whom shall for that purpose constitute a quorum) or by a majority of the members of a committee consisting solely of two or more qualified directors appointed by a majority vote of qualified directors; or

(ii) if there are fewer than two qualified directors, by the vote necessary for action by the board of directors in accordance with Section 10A-2A-8.24(c), in which authorization directors who are not qualified directors may participate; or

(2) by the stockholders, but stock owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the authorization.
Ala. Code § 10-9C-801 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-801
Section 10-9C-801 Nonjudicial Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-6.03 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-6.03
Section 10A-2A-6.03 Issued and Outstanding Stock
Status: in_force

(a) A corporation may issue the number of shares of stock of each class or series authorized by the certificate of incorporation. Stock that is issued is outstanding stock until it is reacquired, redeemed, converted, or cancelled.

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

(c) At all times that stock of the corporation is outstanding, one or more shares of stock that together have full voting rights and one or more shares of stock that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
Ala. Code § 10-2B-6.25 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-6.25
Section 10-2B-6.25 Form and Content of Certificates
Status: reserved

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

Whenever any notice is required to be given to any member or director of a corporation under the provisions of this title or this chapter or under the provisions of the nonprofit corporation’s governing documents, a waiver thereof in writing signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be equivalent to the giving of the notice.
Ala. Code § 10-12-36 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-36
Section 10-12-36 (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.) Cessation of Membership
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-12-24 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-24
Section 10-12-24 (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.) Operating Agreements
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-10.21 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-10.21
Section 10A-2A-10.21 Bylaw Increasing Quorum or Voting Requirement for Directors or Requiring a Meeting Place
Status: reserved

(a) A bylaw that increases a quorum or voting requirement for the board of directors or that requires a meeting of stockholders to be held at a place may be amended or repealed:

(1) if originally adopted by the stockholders, only by the stockholders, unless the bylaw otherwise provides; or

(2) if adopted by the board of directors, either by the stockholders or by the board of directors.

(b) A bylaw adopted or amended by the stockholders that increases a quorum or voting requirement for the board of directors may provide that it can be amended or repealed only by a specified vote of either the stockholders or the board of directors.

(c) Action by the board of directors under subsection (a) to amend or repeal a bylaw that changes a quorum or voting requirement for the board of directors shall meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
Ala. Code § 10-14-3 — Alabama Code / Title 10 / Chapter 14 / Section 10-14-3
Section 10-14-3 Election as Employee Cooperative
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-5.05 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.05
Section 10A-1-5.05 Name of Limited Partnership
Status: in_force

(a) The name of a limited partnership or a foreign limited partnership registered to transact business in this state may contain the name of any partner.

(b) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or “Limited,” or the abbreviation “L.P.,” “LP,” or “Ltd.” and must not contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.”

(c) The name of a limited liability limited partnership must contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.” and must not contain the abbreviation “L.P.,” “LP,” or “Ltd.”

(d) Subject to Section 10A-1-7.07, this section applies to any foreign limited partnership transacting business in this state, having a certificate of authority to transact business in this state, or applying for a certificate of authority.

(e) The name of a limited partnership may not contain the following words: “bank,” “banking,” “banker,” “trust,” “insurance,” “insurer,” “corporation,” “incorporated,” or any abbreviation of such words.
Ala. Code § 10-8A-901 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-901
Section 10-8A-901 Definitions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-8.12 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-8.12
Section 10A-8A-8.12 Partnership Name Upon Reinstatement
Status: in_force

The name of a partnership following the filing of a certificate of reinstatement shall be determined as follows:

(a) if the partnership is listed in the Secretary of State’s records as a partnership that has been dissolved, then the name of a partnership following reinstatement shall be that partnership name at the time of reinstatement if that partnership name complies with Article 5 of Chapter 1 at the time of reinstatement; and

(b) if that partnership name does not comply with Article 5 of Chapter 1, the name of the partnership following reinstatement shall be that partnership name followed by the word “reinstated.”
Ala. Code § 10-2A-307 — Alabama Code / Title 10 / Chapter 2A / Section 10-2A-307
Section 10-2A-307 Agreements Restricting Discretion of Directors
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-5A-10.06 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-10.06
Section 10A-5A-10.06 Action on Plan of Merger by Constituent Limited Liability Company
Status: in_force

(a) Subject to Section 10A-5A-10.09, a plan of merger must be consented to by all the members of a constituent limited liability company.

(b) Subject to Section 10A-5A-10.09 and any contractual rights, after a merger is approved, and at any time before a filing is made under Section 10A-5A-10.07, a constituent limited liability company may amend the plan or abandon the merger:

(1) as provided in the plan; and

(2) except as prohibited by the plan, with the same consent as was required to approve the plan.
Ala. Code § 10A-9A-3.05 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-3.05
Section 10A-9A-3.05 Limited Duties of Limited Partners
Status: in_force

(a) Except as otherwise provided in subsection (b), a limited partner does not have any duty to the limited partnership or to any other partner solely by reason of being a limited partner.

(b) A limited partner shall discharge the duties to the limited partnership and the other partners under the partnership agreement and exercise any rights under this chapter or the partnership agreement consistently with the implied contractual covenant of good faith and fair dealing.

(c) A limited partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the limited partner’s conduct furthers the limited partner’s own interest.
Ala. Code § 10-4-148 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-148
Section 10-4-148 Fiscal Year
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-6.27 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-6.27
Section 10A-2-6.27 Restriction on Transfer of Shares and Other Securities
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 articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.

(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder including an executor, administrator, trustee, guardian, conservator or other fiduciary entrusted with like responsibility for the person or estate of the holder, provided the restriction is authorized by this section and, as provided by Section 10A-1-3.42(d), its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by Section 10A-1-3.45. Even if not so noted, a restriction is enforceable against a person with actual knowledge of the restriction.

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

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

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

(3) For any other reasonable purpose.

(d) A restriction on the transfer or registration of transfer of shares may include, but shall not be limited to, a restriction that:

(1) Obligates the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;

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

(3) Requires the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable;

(4) Prohibits the transfer or registration of the restricted shares to or in the name of designated persons or classes of persons, if the prohibition is not manifestly unreasonable; or

(5) Requires the corporation to refuse to transfer the shares.

(e) For purposes of this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares.
Ala. Code § 10-3B-11 — Alabama Code / Title 10 / Chapter 3B / Section 10-3B-11
Section 10-3B-11 Appointment of Agent to Receive Service of Process
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-151 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-151
Section 10-3A-151 Qualification of Receivers
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-5A-1.09 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-1.09
Section 10A-5A-1.09 Limited Liability Company Agreement - Effect on Limited Liability Company and Persons Admitted as Members
Status: in_force

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

(b) A person that is admitted as a member of a limited liability company becomes a party to and assents to the limited liability company agreement except as provided in Section 10A-5A-4.04(c).

(c) Two or more persons intending to be the initial members of a limited liability company may make an agreement providing that upon the formation of the limited liability company, the agreement will become the limited liability company agreement. One person intending to be the initial member of a limited liability company may assent to terms providing that upon the formation of the limited liability company the terms will become the limited liability company agreement.
Ala. Code § 10-14-6 — Alabama Code / Title 10 / Chapter 14 / Section 10-14-6
Section 10-14-6 Members; Membership Shares; Rights and Responsibilities
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-9.03 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-9.03
Section 10A-8A-9.03 Action on Plan of Conversion by Converting Partnership
Status: in_force

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

(b) Subject to Section 10A-8A-9.10 and any contractual rights, after a conversion is approved, and at any time before a filing is made under Section 10A-8A-9.04, a converting partnership may amend the plan or abandon the planned conversion:

(1) as provided in the plan; and

(2) except as prohibited by the plan, by the same consent as was required to approve the plan.
Ala. Code § 10-12-40 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-40
Section 10-12-40 Survival of Remedy After Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-10.02 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-10.02
Section 10A-2A-10.02 Amendment Before Issuance of Stock
Status: in_force

If a corporation has not yet issued stock, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the corporation’s certificate of incorporation.
Ala. Code § 10A-3A-9.21 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-9.21
Section 10A-3A-9.21 Bylaw Increasing Quorum or Voting Requirement for Directors or Requiring a Meeting Place in a Membership Nonprofit Corporation
Status: reserved

In a membership nonprofit corporation:

(a) A bylaw that increases a quorum or voting requirement for the board of directors or that requires a meeting of the members to be held at a place may be amended or repealed:

(1) if originally adopted by the members, only by the members, unless the bylaw otherwise provides;

(2) if adopted by the board of directors, either by the members or the board of directors.

(b) A bylaw adopted or amended by the members that increases a quorum or voting requirement for the board of directors may provide that it can be amended or repealed only by a specified vote of either the members or the board of directors.

(c) Action by the board of directors under subsection (a) to amend or repeal a bylaw that changes a quorum or voting requirement for the board of directors shall meet the same quorum requirement and be adopted by the same vote required to take action under the quorum.
Ala. Code § 10A-1-2.04 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-2.04
Section 10A-1-2.04 Limitation in Governing Documents
Status: in_force

The governing documents of a domestic entity may contain limitations on the entity’s purposes.
Ala. Code § 10-4-80 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-80
Section 10-4-80 Amendment of Charter; Fees for Filing Same; Certified Copy Thereof
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-8.53 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.53
Section 10A-2-8.53 Advance for Expenses
Status: reserved

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

(a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:

(1) The director furnishes the corporation a written affirmation of good faith belief that he or she has met the standard of conduct described in Section 10A-2-8.51;

(2) The director furnishes the corporation a written undertaking, executed personally or on the director’s behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct, or is not otherwise entitled to indemnification under Section 10A-2-8.51(d), unless indemnification is approved by the court under Section 10A-2-8.54;

(3) A determination is made that the facts then known to those making the determination would not preclude indemnification under this division.

(b) The undertaking required by subsection (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

(c) Determinations and authorizations of payments under this section shall be made in the manner specified in Section 10A-2-8.55.
Ala. Code § 10A-8A-4.03 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-4.03
Section 10A-8A-4.03 Form of Contribution
Status: in_force

A contribution by a partner may be made to a partnership as agreed by the partners.
Ala. Code § 10A-5A-10.08 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-10.08
Section 10A-5A-10.08 Effect of Merger
Status: in_force

(a) When a merger becomes effective:

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

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

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

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

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

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

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

(8) except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company and does not dissolve a series thereof;

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

(A) if it is a limited liability company, the certificate of formation becomes effective; or

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

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

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

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

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

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

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

(b) A surviving organization that is a foreign entity consents to the jurisdiction of this state to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the debt, obligation, or other liability. If a surviving organization that is a foreign entity fails to designate or maintain a registered agent, or the designated registered agent cannot with reasonable diligence be served, then the service of process on that surviving organization for the purposes of enforcing a debt, obligation, or other liability under this subsection may be made in the same manner and has the same consequences as provided in Section 10A-1-5.35.
Ala. Code § 10A-1-2.11 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-2.11
Section 10A-1-2.11 General Powers
Status: in_force

Except as otherwise provided by this title, and whether or not expressly stated in its governing documents, a domestic entity has the same powers as an individual to take action necessary or convenient to carry out its business and affairs. Except as otherwise provided by this title or the governing documents of the entity, the powers of a domestic entity include the power to:

(1) sue, be sued, complain and defend suit in its entity name;

(2) have and alter a seal and use the seal or a facsimile of it by impressing, affixing, or reproducing it;

(3) purchase, lease, or otherwise acquire, receive, own, hold, improve, use, and deal in and with property or an interest in property;

(4) sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of property;

(5) make contracts and guaranties;

(6) incur liabilities, borrow money, issue notes, bonds, and other obligations which may be convertible into or include the option to purchase other securities or ownership interests in the entity, and secure any obligations, or the obligations of others for whom it can make guarantees, whether or not a guarantee is made, by mortgaging or pledging its property, franchises, or income;

(7) lend money, invest its funds, and receive and hold property as security for repayment;

(8) acquire its own bonds, debentures, or other evidences of indebtedness or obligations;

(9) acquire its own ownership interests, regardless of whether redeemable, and hold the ownership interests as treasury ownership interests or cancel or dispose of the ownership interests;

(10) be a promoter, organizer, owner, partner, member, associate, or manager of an organization;

(11) acquire, receive, own, hold, vote, use, pledge, and dispose of ownership interests in or securities issued by another person;

(12) conduct its business, locate its offices, and exercise the powers granted by this title to further its purposes, in or out of this state;

(13) lend money to, and otherwise assist, its managerial officials, owners, members, or employees as necessary or appropriate, provided, however, a nonprofit entity shall not have the power to lend money to its officers or directors;

(14) elect or appoint governing persons, officers, and agents of the entity, establish the length of their terms, define their duties, and fix their compensation;

(15) pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, and incentive plans for managerial officials, owners, members, or employees or former managerial officials, owners, members, or employees;

(16) indemnify and maintain liability insurance for managerial officials, owners, members, employees, and agents of the entity or the entity’s affiliate;

(17) adopt and amend governing documents for managing the affairs of the entity subject to applicable law;

(18) make donations for the public welfare or for charitable, scientific, or educational purposes;

(19) voluntarily wind up its business and activities and terminate its existence;

(20) transact business or take action that will aid governmental policy;

(21) make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the entity; and

(22) take other action necessary or appropriate to further the purposes of the entity.
Ala. Code § 10A-8-7.03 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-7.03
Section 10A-8-7.03 Dissociated Partner’s Liability to Other Persons
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-13.03 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-13.03
Section 10-2B-13.03 Dissent by Nominees and Beneficial Owners
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-4.04 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-4.04
Section 10A-20-4.04 Ratification and Confirmation of Corporate Existence
Status: in_force

Any incorporated convention or association, heretofore organized under any general or special law or that may be hereafter under general laws organized, shall not lose its corporate existence by reason of failure to elect or appoint trustees or boards of directors, and the charter of all the conventions and associations as were functioning and in operation on February 14, 1923, are confirmed, whether or not the organization may have been conducted in strict accordance with its charter, and all charters of the corporations legally existing on February 14, 1923, are hereby ratified and confirmed.
Ala. Code § 10A-17-2.18 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.18
Section 10A-17-2.18
Status: in_force

(a) A member is not an agent of a decentralized unincorporated nonprofit association merely by being a member.

(b) A person’s status as a member does not prevent or restrict laws other than this article from imposing liability on a decentralized unincorporated nonprofit association because of a member’s conduct.
Ala. Code § 10A-2-13.26 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-13.26
Section 10A-2-13.26 Failure to Take Corporate Action
Status: reserved

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

(a) If the corporation does not take the proposed action within 60 days after the date set for demanding payment, the corporation shall release the transfer restrictions imposed on shares.

(b) If, after releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters’ notice under Section 10A-2-13.22 and repeat the payment demand procedure.
Ala. Code § 10-12-27 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-27
Section 10-12-27 Liability for Contributions
Status: reserved

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

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-6.05 — Alabama Code / Title 10A / Chapter 9 / Section 10-9A-6.05
Section 10-9A-6.05 Effect of Dissociation as General Partner
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-2A-13.01 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-13.01
Section 10A-2A-13.01 Definitions
Status: in_force

In this Article 13:

(1) AFFILIATE means a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive of that person. For purposes of Section 10A-2A-13.02(b)(4), a person is deemed to be an affiliate of its senior executives.

(2) CORPORATION means the corporation that is the issuer of the stock held by a stockholder demanding appraisal and, for matters covered in Section 10A-2A-13.22 through Section 10A-2A-13.31, includes the surviving organization of a merger.

(3) FAIR VALUE means the value of the corporation’s stock determined:

(i) immediately before the effectiveness of the corporate action to which the stockholder objects;

(ii) using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal; and

(iii) without discounting for lack of marketability or minority status.

(4) INTEREST means interest from the date the corporate action becomes effective until the date of payment, and shall be compounded quarterly and shall accrue at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the corporate action and the date of payment.

(5) INTERESTED TRANSACTION means a corporate action described in Section 10A-2A-13.02(a), other than a merger pursuant to Section 10A-2A-11.05, involving an interested person in which any of the stock or assets of the corporation are being acquired or converted. As used in this definition:

(i) “Interested person” means a person, or an affiliate of a person, who at any time during the one-year period immediately preceding approval by the board of directors of the corporate action:

(A) was the beneficial owner of 20 percent or more of the voting power of the corporation, other than as owner of excluded stock;

(B) had the power, contractually or otherwise, other than as owner of excluded stock, to cause the appointment or election of 25 percent or more of the directors to the board of directors of the corporation; or

(C) was a senior executive or director of the corporation or a senior executive of any affiliate of the corporation, and that senior executive or director will receive, as a result of the corporate action, a financial benefit not generally available to other stockholders as such, other than:

(I) employment, consulting, retirement, or similar benefits established separately and not as part of or in contemplation of the corporate action;

(II) employment, consulting, retirement, or similar benefits established in contemplation of, or as part of, the corporate action that are not more favorable than those existing before the corporate action or, if more favorable, that have been approved on behalf of the corporation in the same manner as is provided in Section 10A-2A-8.60; or

(III) in the case of a director of the corporation who will, in the corporate action, become a director or governing person of the acquiror or any of its affiliates, rights and benefits as a director or governing person that are provided on the same basis as those afforded by the acquiror generally to other directors or governing persons of the acquiror or its affiliate.

(ii) “Beneficial owner” means any person who, directly or indirectly, through any contract, arrangement, or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, stock; except that a member of a national securities exchange is not deemed to be a beneficial owner of securities held directly or indirectly by it on behalf of another person if the member is precluded by the rules of the exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted. When two or more persons agree to act together for the purpose of voting their stock of the corporation, each member of the group formed thereby is deemed to have acquired beneficial ownership, as of the date of the agreement, of all stock having voting power of the corporation beneficially owned by any member of the group.

(iii) “Excluded stock” means stock acquired pursuant to an offer for all stock having voting power if the offer was made within one year before the corporate action for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action.

(6) PREFERRED STOCK means a class or series of stock whose holders have preference over any other class or series of stock with respect to distributions.

(7) SENIOR EXECUTIVE means the chief executive officer, chief operating officer, chief financial officer, and any individual in charge of a principal business unit or function.

(8) STOCKHOLDER means a record stockholder, a beneficial stockholder, and a voting trust beneficial owner.
Ala. Code § 10A-1-5.31 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.31
Section 10A-1-5.31 Designation and Maintenance of Registered Agent and Registered Office. (Amended by 2026-495)
Status: in_force

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

(a) Each filing entity and each foreign filing entity with a registration under Article 7, and each general partnership that has an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State in accordance with Chapter 8A, shall designate and continuously maintain in this state:

(1) a registered agent; and

(2) a registered office.

(b) A registered agent:

(1) is an agent of the entity on which may be served any process, notice, or demand required or permitted by law to be served on the entity;

(2) may be:

(A) an individual who is a resident of this state; or

(B) a domestic entity or a foreign entity that is registered to transact business in this state; and

(3) must maintain a business office at the same address as the entity’s registered office.

(c) The registered office:

(1) must be located at a street address in this state where process may be personally served on the entity’s registered agent;

(2) is not required to be a place of business of the filing entity or foreign filing entity; and

(3) may not be solely a mailbox service or a telephone answering service.
Ala. Code § 10A-9A-1.12 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-1.12
Section 10A-9A-1.12 Transactions of Partner with Partnership
Status: in_force

A partner may lend money to and transact other activities or affairs with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.
Ala. Code § 10A-8-11.04 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-11.04
Section 10A-8-11.04 Taxation of Registered Limited Liability Partnership
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10A-2-15.45 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-15.45
Section 10A-2-15.45 Service of Process on Foreign Corporation Acting in Fiduciary Capacity
Status: reserved

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

Every foreign corporation acting in a fiduciary capacity in this state pursuant to the terms of this division shall be deemed to consent to service of all legal process in any action or proceeding against it and to service of any notice or demand permitted or required by law relating to or growing out of any trust, estate or matter in respect of which the foreign corporation shall have acted in this state in any fiduciary capacity pursuant to any means of service of process provided in Section 10A-1-5.31, 10A-1-5.35, or 10A-1-5.36.
Ala. Code § 10-2A-311 — Alabama Code / Title 10 / Chapter 2A / Section 10-2A-311
Section 10-2A-311 Shareholders’ Agreements
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-7.04 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-7.04
Section 10A-9-7.04 Power of Estate of Deceased Partner
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-2B-8.60 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.60
Section 10-2B-8.60 Definitions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-11.09 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-11.09
Section 10A-3A-11.09 Other Claims Against Dissolved Nonprofit Corporation
Status: in_force

(a) A dissolved nonprofit corporation may publish notice of its dissolution and request that persons with claims against the dissolved nonprofit corporation 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 nonprofit corporation’s principal office is located or, if it has none in this state, in the county in which the nonprofit corporation’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 nonprofit corporation 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 nonprofit corporation 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 nonprofit corporation within two years after the publication date of the newspaper notice:

(1) a claimant who was not given notice under Section 10A-3A-11.08;

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

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

(d) A claim that is not barred under this section, any other statute limiting actions, or Section 10A-3A-11.08 may be enforced:

(1) against a dissolved nonprofit corporation, to the extent of its undistributed assets; and

(2) except as provided in subsection (h), if the assets of a dissolved nonprofit corporation have been distributed after dissolution, against any person, other than a creditor of the dissolved nonprofit corporation, to whom the nonprofit corporation distributed its property to the extent of the distributee’s pro rata share of the claim or the corporate assets distributed to the distributee in liquidation, whichever is less, but a distributee’s total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.

(e) A dissolved nonprofit corporation that published a notice under this section may file an application with the circuit court for the county in which the dissolved nonprofit corporation’s principal office is located in this state and if the dissolved nonprofit corporation does not have a principal office within this state, with the circuit court for the county in which the dissolved nonprofit corporation’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 nonprofit corporation or that are based on an event occurring after the effective date of the dissolution of the nonprofit corporation but that, based on the facts known to the dissolved nonprofit corporation, are reasonably estimated to arise after the effective date of the dissolution of the nonprofit corporation. 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 nonprofit corporation 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 nonprofit corporation.

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

(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-3A-11.08, this section, or other law, the person or persons designated to wind up the affairs of a dissolved nonprofit corporation, and the distributees receiving assets from the dissolved nonprofit corporation, shall not be liable for that claim.
Ala. Code § 10A-1-3.33 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-3.33
Section 10A-1-3.33 Right of Inspection and Access by Governing Persons
Status: in_force

(a) An entity described in subsection (e) shall provide governing persons and their agents and attorneys access to its books and records, including the books and records required to be maintained under the chapter of this title applicable to the entity and other books and records of the entity for any purpose reasonably related to the governing person’s service as a governing person. The right of access shall include the right to inspect and copy books and records during ordinary business hours. An entity may impose a reasonable charge covering the costs of labor and material for copies of documents furnished.

(b) An entity described in subsection (e) shall furnish to a governing person both of the following:

(1) Without demand, any information concerning the entity’s business and affairs reasonably required for the proper exercise of the governing person’s rights and duties under the entity’s governing documents or this title.

(2) On demand, any other information concerning the entity’s business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

(c) A court may require an entity described in subsection (e) to open the books and records of the entity, including the books and records required to be maintained by the entity under the chapter of this title applicable to the entity, to permit a governing person to inspect, make copies of, or take extracts from the books and records or may require an entity to furnish the governing person with information concerning the entity’s business and affairs on a showing by the governing person of all of the following:

(1) The person is a governing person of the entity.

(2) The person’s purpose for inspecting the entity’s books and records under subsection (a) or in obtaining information as to the entity’s business and affairs under subdivision (b)(1) is reasonably related to the person’s service as a governing person or, in the case of information as to the entity’s business and affairs demanded under subdivision (b)(2), that neither the demand nor the information demanded is unreasonable or otherwise improper under the circumstances.

(3) In the case of information as to the entity’s business and affairs described in subdivision (b)(2), the person has made demand for the information.

(4) The entity refused the person’s access to the books and records or to furnish information as to the entity’s business and affairs.

(d) A court may award a governing person of an entity described in subsection (e) attorney fees and any other proper relief in a suit under subsection (c) to require an entity to open its books and records.

(e) This section shall apply to domestic entities covered by Section 10A-1-3.32 and domestic entities formed pursuant to or governed by Chapter 10.
Ala. Code § 10A-5A-11.08 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-11.08
Section 10A-5A-11.08 Dissolution and Winding Up of Series
Status: in_force

A series may be dissolved and its activities and affairs may be wound up without causing the dissolution of the limited liability company. The dissolution and winding up of a series does not abate, suspend, or otherwise affect the limitation on liabilities of the series provided by Section 10A-5A-11.02.
Ala. Code § 10A-9-11.09 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-11.09
Section 10A-9-11.09 Effect of Merger
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-2A-18.03 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-18.03
Section 10A-2A-18.03 Saving Provisions
Status: reserved

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

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

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

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

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

(b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment, if not already imposed, shall be imposed in accordance with this chapter.
Ala. Code § 10A-2A-7.31 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.31
Section 10A-2A-7.31 Voting Agreements
Status: in_force

(a) Two or more stockholders may provide for the manner in which they will vote their stock by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of Section 10A-2A-7.30.

(b) A voting agreement created under this section is specifically enforceable.
Ala. Code § 10-4-26 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-26
Section 10-4-26 Effect of Recital in Minutes on Proceedings Under Sections 10-4-24 and 10-4-25
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-3.01 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-3.01
Section 10A-9A-3.01 Admission of Limited Partner
Status: in_force

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

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

(1) as provided in the partnership agreement;

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

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

(4) as provided in Section 10A-9A-8.01(d) or (e).

(c) A person may be admitted as a limited partner without:

(1) acquiring a transferable interest; or

(2) making or being obligated to make a contribution to the limited partnership.
Ala. Code § 10A-3A-4.01 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-4.01
Section 10A-3A-4.01 Corporate Records
Status: in_force

(a) A nonprofit corporation must maintain the following records:

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

(2) any notices to members referred to in Section 10A-3A-1.04(c)(5) specifying facts on which a filed document is dependent if those facts are not included in the certificate of incorporation or otherwise available as specified in Section 10A-3A-1.04(c)(5);

(3) its bylaws as currently in effect;

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

(5) minutes of all meetings of, and records of all actions taken without a meeting by, its members, its board of directors, and board committees established under Section 10A-3A-8.25; and

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

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

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

(d) A membership nonprofit corporation must maintain a record of its current members in alphabetical order by class of membership showing the address for each member to which notices and other communications from the membership nonprofit corporation are to be sent. In addition if a member has provided an electronic mail address to the membership nonprofit corporation or has consented to receive notices or other communications by electronic mail or other electronic transmission, the record of members shall include the electronic mail or other electronic transmission address of the member if notices or other communications are being delivered by the membership nonprofit corporation to the member at that electronic mail or other electronic transmission address pursuant to Section 10A-3A-1.03(d). An electronic mail address of a member shall be deemed to be provided by a member if it is contained in a communication to the membership nonprofit corporation by or on behalf of the member, unless the communication expressly indicates that the electronic mail address may not be used to deliver notices or other communications.

(e) A nonprofit corporation must maintain the records specified in this section in a manner so that they may be made available for inspection within a reasonable time.
Ala. Code § 10-2B-13.32 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-13.32
Section 10-2B-13.32 Status of Shares After Payment
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-23 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-23
Section 10-3A-23 Registered Office and Registered Agent
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-8A-405 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-405
Section 10-8A-405 Actions by Partnership and Partners
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-1.03 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-1.03
Section 10A-8A-1.03 Knowledge and Notice
Status: in_force

(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 notice of it;

(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 or gives notice to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.

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

(1) statement of partnership, 90 days after a statement of partnership under Section 10A-8A-2.02 becomes effective;

(2) statement of not for profit partnership, 90 days after a statement of not for profit partnership under Section 10A-8A-2.02 becomes effective;

(3) statement of authority, with respect to:

(i) authority not involving property and

(ii) property other than real property, 90 days after a statement of authority under Section 10A-8A-3.03 becomes effective; and with respect to real property in accordance with Section 10A-8A-3.03(g);

(4) statement of denial, with respect to property other than real property, 90 days after a statement of denial under Section 10A-8A-3.04 becomes effective;

(5) dissociation, 90 days after a statement of dissociation under Section 10A-9A-7.04 becomes effective;

(6) dissolution, 90 days after a statement of dissolution under Section 10A-9A-8.02 or Section 10A-9A-8.03 becomes effective;

(7) reinstatement, 90 days after a certificate of reinstatement under Section 10A-9A-8.11 becomes effective;

(8) merger or conversion under Article 9 or under Article 8 of Chapter 1, 90 days after the statement of merger or conversion becomes effective;

(9) statement of limited liability partnership, 90 days after a statement of limited liability partnership under Section 10A-8A-10.01 becomes effective; or

(10) statement of cancellation, 90 days after a statement of cancellation under Section 10A-8A-10.01 becomes effective.

(e) A partner’s knowledge, notice, or receipt of notice of a fact relating to the partnership is effective immediately as knowledge of, notice to, or receipt of notice by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
Ala. Code § 10A-5A-2.05 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-2.05
Section 10A-5A-2.05 Execution of Documents - Unsigned Documents
Status: in_force

(a) If a person required by this chapter to sign a writing or deliver a writing to a filing officer for filing under this chapter does not do so, any other person that is aggrieved by that failure may petition the designated court, and if none, the circuit court for the county in which the limited liability company’s principal office within this state is located, and if the limited liability company does not have a principal office within this state then the circuit court for the county in which the limited liability company’s most recent registered office is located, to order:

(1) the person to sign the writing;

(2) the person to deliver the writing to the filing officer for filing; or

(3) the filing officer to file the writing unsigned.

(b) If a petitioner under subsection (a) is not the limited liability company or foreign limited liability company to whom the writing pertains, the petitioner shall make the limited liability company or foreign limited liability company a party to the action. A person aggrieved under subsection (a) may seek the remedies provided in subsection (a) in a separate action against the person required to sign or deliver the writing or as a part of any other action concerning the limited liability company or foreign limited liability company in which the person required to sign or deliver the writing is made a party.

(c) A writing filed unsigned pursuant to this section is effective without being signed.

(d) A court may award reasonable expenses, including reasonable attorneys’ fees, to the party or parties who prevail, in whole or in part, with respect to any claim made under subsection (a).
Ala. Code § 10-12-45 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-45
Section 10-12-45 (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.) Special Rules for Limited Liability Companies Performing Professional Services
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-62 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-62
Section 10-9A-62 General Powers and Liabilities
Status: reserved

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

(a) Partnership property may be transferred as follows:

(1) Subject to the effect of a statement of authority under Section 10A-8A-3.03, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.

(2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

(3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

(b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under Section 10A-8A-3.01 and:

(1) as to a subsequent transferee who gave value for property transferred under subsections (a)(1) and (2), proves that the subsequent transferee knew or had received notice that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or

(2) as to a transferee who gave value for property transferred under subsection (a)(3), proves that the transferee knew or had notice that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.

(c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b), from any earlier transferee of the property.
Ala. Code § 10A-18-1.03 — Alabama Code / Title 10A / Chapter 18 / Section 10A-18-1.03
Section 10A-18-1.03 Definitions
Status: in_force

As used in this chapter, unless the context otherwise requires, the term:

(a) ALABAMA STATEWIDE TRADE ASSOCIATION means a domestic entity that is formed under or is governed by the Alabama Nonprofit Corporation Law and that:

(1) is a membership nonprofit corporation as defined in the Alabama Nonprofit Corporation Law;

(2) was formed on or before January 1, 2024, and is in existence as of January 1, 2024;

(3) has its principal office or other headquarters in this state;

(4) represents or promotes the common business, professional, or industry interests of its members on a statewide basis;

(5) has elected to be governed by this chapter on or before December 31, 2024, by amending its certificate of incorporation in accordance with Section 10A-18-1.09(a); and

(6) has not ceased to be governed by this chapter in accordance with Section 10A-18-1.09(b) or Section 10A-18-1.09(c).

(b) POLICIES AND PROCEDURES means guidelines that provide detailed instructions on how specific tasks, activities, or situations should be handled within an Alabama statewide trade association, including areas such as membership application and renewal processes, event planning and execution, code of conduct and ethics, financial management and reporting, dispute resolution, communication protocols, and operational aspects relevant to the Alabama statewide trade association’s functioning.
Ala. Code § 10-1-1 — Alabama Code / Title 10 / Chapter 1 / Section 10-1-1
Section 10-1-1 Alteration, Amendment or Extension of Charter by Incorporated Medical, Dental, Pharmaceutical, Etc., Association
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-5.01 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-5.01
Section 10-2B-5.01 Registered Office and Registered Agent
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-6.04 — Alabama Code / Title 10A / Chapter 9 / Section 10-9A-6.04
Section 10-9A-6.04 Person’s Power to Dissociate as General Partner; Wrongful Dissociation
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-9A-141 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-141
Section 10-9A-141 Judicial Dissolution
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-8A-11.07 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-11.07
Section 10A-8A-11.07 Composite Returns
Status: in_force

The Alabama Department of Revenue shall promulgate rules and regulations similar to those provided under Section 40-18-176, relating to Alabama S corporations, to permit the filing of annual composite income tax returns for one or more nonresident partners, who are individuals, of a partnership, limited liability partnership, or foreign limited liability partnership with an effective statement of foreign limited liability partnership on file with the Secretary of State, as well as one or more nonresident members, who are individuals, of a limited liability company or foreign limited liability company and one or more nonresident beneficiaries, who are individuals, of a business trust, organized under or recognized by the laws of this state.
Ala. Code § 10A-2A-8.54 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.54
Section 10A-2A-8.54 Court-Ordered Indemnification and Advance for Expenses
Status: in_force

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

(1) order indemnification if the court determines that the director is entitled to mandatory indemnification under Section 10A-2A-8.52;

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

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

(b) If the court determines that the director is entitled to indemnification under subsection (a)(1) or to indemnification or advance for expenses under subsection (a)(2), it shall also order the corporation to pay the director’s expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subsection (a)(3), it may also order the corporation to pay the director’s expenses to obtain court-ordered indemnification or advance for expenses.
Ala. Code § 10-3A-154 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-154
Section 10-3A-154 Order of Involuntary Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-8A-308 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-308
Section 10-8A-308 Liability of Purported Partner
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-11-1.06 — Alabama Code / Title 10A / Chapter 11 / Section 10A-11-1.06
Section 10A-11-1.06 Members; Membership Shares; Rights and Responsibilities
Status: in_force

(a) The governing documents shall establish qualifications and the method of acceptance and termination of members. No person may be accepted as a member unless employed by the employee cooperative on a full-time or part-time basis. In order to qualify for membership, part-time employment shall be at least half-time.

(b) An employee cooperative shall issue a class of voting stock designated as “membership shares.” Each member shall own only one membership share, and only members may own such shares.

(c) Membership shares shall be issued for a fee as shall be determined by the directors. An employee cooperative may allow for payment of such fee by payroll deduction, installments, or similar methods. A membership share may be issued to a person upon acceptance for membership regardless of whether the membership fee is fully paid.

(d) Members of an employee cooperative shall have all the rights and responsibilities of stockholders of a corporation governed by the Alabama Business Corporation Law, except as otherwise provided in this chapter.
Ala. Code § 10-2B-14.22 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-14.22
Section 10-2B-14.22 Reinstatement Following Administrative Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-12.06 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-12.06
Section 10A-3A-12.06 Effect of Merger
Status: in_force

(a) When a merger becomes effective:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(B) the surviving organization 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 organization continues to hold all of its rights, privileges, franchises, immunities, powers, and purposes.

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

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

(2) consents that if it fails to designate or maintain a registered agent, or the designated registered agent cannot with reasonable diligence be served, then the service of process on that surviving organization for the purposes of enforcing a debt, obligation, or other liability under this subsection and for enforcing the rights, if any, of members of each nonprofit corporation that is a constituent organization may be made in the same manner and has the same consequences as provided in Section 10A-1-5.35.
Ala. Code § 10A-9A-6.07 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-6.07
Section 10A-9A-6.07 Liability to Other Persons of Person Dissociated as General Partner
Status: in_force

(a) A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for a debt, obligation, or liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c), the person is not liable for a limited partnership’s debts, obligations, or liabilities incurred after dissociation.

(b) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership’s activities and affairs is liable to the same extent as a general partner under Section 10A-9A-4.04 on an obligation incurred by the limited partnership under Section 10A-9A-8.04.

(c) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership’s activities and affairs is liable on a transaction entered into by the limited partnership after the dissociation only if:

(1) a general partner would be liable on the transaction; and

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

(d) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership.

(e) A person dissociated as a general partner is released from liability for a debt, obligation, or liability of the limited partnership if the limited partnership’s creditor, with notice of the person’s dissociation as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the debt, obligation, or liability.
Ala. Code § 10A-9A-4.01 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-4.01
Section 10A-9A-4.01 Admission of General Partner
Status: in_force

(a) Upon formation of a limited partnership, a person is admitted as a general partner as agreed among the persons that are to be the initial partners.

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

(1) as provided in the partnership agreement;

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

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

(4) as provided in Section 10A-9A-8.01(c) or (e).

(c) A person may be admitted as a general partner without:

(1) acquiring a transferable interest; or

(2) making or being obligated to make a contribution to the partnership.
Ala. Code § 10A-2A-10.20 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-10.20
Section 10A-2A-10.20 Authority to Amend
Status: in_force

(a) A corporation’s stockholders may amend or repeal the corporation’s bylaws.

(b) A corporation’s board of directors may amend or repeal the corporation’s bylaws, unless:

(1) the certificate of incorporation, Section 10A-2A-10.21 or, if applicable, Section 10A-2A-10.22, reserves that power exclusively to the stockholders in whole or part; or

(2) except as provided in Section 10A-2A-2.05(d), the stockholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or adopt that bylaw.

(c) A stockholder of the corporation does not have a vested property right resulting from any provision in the bylaws.
Ala. Code § 10A-2-14.33 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-14.33
Section 10A-2-14.33 Decree of Dissolution
Status: reserved

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

(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Section 10A-2-14.30 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the judge of probate, who shall file it.

(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation’s business and affairs in accordance with Section 10A-2-14.05 and the notification of claimants in accordance with Sections 10A-1-9.21 and 10A-1-9.22.
Ala. Code § 10A-20-2.06 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-2.06
Section 10A-20-2.06 Sale and Conveyance of Property
Status: in_force

The trustees or other authorized agents of any church, conference of churches, society, association, or other corporation organized under this article may sell and convey all or part of the property thereof, real or personal, as they may be authorized to do by resolution of the church, conference of churches, society, association, or other corporation assembled at a regular meeting or special meeting. If a special meeting, notice of the time, place, and object of the meeting must be given at least 10 days prior to the special meeting by posting notice at the place of regular meetings.
Ala. Code § 10A-8-1.06 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-1.06
Section 10A-8-1.06 Execution, Filing, and Recording of Statements
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-8-8.01 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-8.01
Section 10A-8-8.01 Events Causing Dissolution and Winding Up of Partnership Business
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10-12-2 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-2
Section 10-12-2 (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.) Definitions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-21-2.08 — Alabama Code / Title 10A / Chapter 21 / Section 10A-21-2.08
Section 10A-21-2.08 Condemnation of Lands for Depots, Yards, and Tracks by Railroads
Status: in_force

Railroads or railroad companies operating in this state may acquire by condemnation proceedings, in the mode prescribed by law, lands for depots, freight yards, and team tracks; but no condemnation proceeding shall be begun for either of those purposes until an application for permission to bring the condemnation proceeding has first been submitted to, and the same approved by, the Public Service Commission of Alabama. Should the lands not be used for the purposes of condemnation within one year from the date of their condemnation or should the lands be abandoned for the use condemned or be used for purposes not authorized by the condemnation, the same shall revert to the owner or owners or his, her, or their heirs.
Ala. Code § 10A-3A-8.05 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.05
Section 10A-3A-8.05 Terms of Directors Generally
Status: in_force

(a) The certificate of incorporation or bylaws may specify the terms of directors. If a term is not specified in the certificate of incorporation or bylaws, the term of a director is one year.

(b) A decrease in the number of directors or term of office does not shorten an incumbent director’s term.

(c) Except as provided in the certificate of incorporation or bylaws, the term of a director elected to fill a vacancy expires at the end of the unexpired term that the director is filling.

(d) Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected, appointed, or designated and until the director’s successor takes office unless otherwise provided in the certificate of incorporation or bylaws or there is a decrease in the number of directors.
Ala. Code § 10-9A-22 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-22
Section 10-9A-22 Cancellation of Certificate
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-2-11.07 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-11.07
Section 10A-2-11.07 Merger or Share Exchange with Foreign Corporation
Status: reserved

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

(a) Subject to the limitations of the Constitution of Alabama of 1901, as the same may be amended from time to time, one or more foreign corporations may merge or enter into a share exchange with one or more domestic corporations if:

(1) In a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;

(2) In a share exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated;

(3) The foreign corporation complies with Section 10A-2-11.05 if it is the surviving corporation of the merger or acquiring corporation of the share exchange; and

(4) Each domestic corporation complies with the applicable provisions of Sections 10A-2-11.01 through 10A-2-11.04 and, if it is the surviving corporation of the merger or acquiring corporation of the share exchange, with Section 10A-2-11.05.

(b) Upon the merger or share exchange taking effect, the surviving foreign corporation of a merger and the acquiring foreign corporation of a share exchange is deemed:

(1) To appoint the Secretary of State as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation party to the merger or share exchange; and

(2) To agree that it will promptly pay to the dissenting shareholders of each domestic corporation party to the merger or share exchange the amount, if any, to which they are entitled under Article 13.

(c) This section does not limit the power of a foreign corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange or otherwise.
Ala. Code § 10-5-2.1 — Alabama Code / Title 10 / Chapter 5 / Section 10-5-2.1
Section 10-5-2.1 Railroads Authorized to Transfer Abandoned Rights-of-Way
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-173 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-173
Section 10-3A-173 Application for Certificate of Authority
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-5A-1.05 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-1.05
Section 10A-5A-1.05 Governing Law
Status: in_force

(a) The law of this state governs:

(1) the organization and internal affairs of a limited liability company, or series thereof;

(2) the liability of a member as a member for the debts, obligations, or other liabilities of a limited liability company, or series thereof;

(3) the authority of the members and agents of a limited liability company, or series thereof; and

(4) the availability and liability of the assets of a series or the limited liability company for the obligations of another series or the limited liability company.

(b) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs:

(1) the organization and internal affairs of a foreign limited liability company, or series thereof;

(2) the liability of a member as a member for the debts, obligations, or other liabilities of a foreign limited liability company, or series thereof;

(3) the authority of the members and agents of a foreign limited liability company, or series thereof; and

(4) the availability and liability of the assets of a series or the foreign limited liability company for the obligations of another series or the foreign limited liability company.
Ala. Code § 10-2B-14.06 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-14.06
Section 10-2B-14.06 Known Claims Against Dissolved Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-11.10 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-11.10
Section 10A-9-11.10 Restrictions on Approval of Conversions and Mergers and on Relinquishing LLLP Status
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-2B-3.02 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-3.02
Section 10-2B-3.02 General Powers
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-10-1.04 — Alabama Code / Title 10A / Chapter 10 / Section 10A-10-1.04
Section 10A-10-1.04 Construction with Other Law
Status: in_force

(a) This chapter does not limit present law as it applies to the creation of or doing business in the state by:

(1) A common-law trust.

(2) A business trust.

(3) A Massachusetts trust.

(b) To the extent any provision of this chapter is contrary to or inconsistent with 26 U.S.C. Sections 856 to 860, inclusive, of the U.S. Internal Revenue Code, as amended from time to time, or the rulings and regulations adopted under those sections, the latter shall prevail as to any real estate investment trust qualifying under those sections, rulings, and regulations.
Ala. Code § 10-12-19 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-19
Section 10-12-19 Business Transactions of a Member with the Limited Liability Company
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-17.04 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-17.04
Section 10A-2A-17.04 Duties of Directors
Status: in_force

(a) Each member of the board of directors of a benefit corporation, when discharging the duties of a director, shall act: (i) in a responsible and sustainable manner, and (ii) in a manner that pursues the public benefit or benefits identified in any public benefit provision.

(b) In fulfilling the duties under subsection (a), a director shall consider, to the extent affected, in addition to the interests of stockholders generally, the separate interests of stakeholders known to be affected by the business of the corporation including:

(1) the employees and work forces of the corporation, its subsidiaries, and its suppliers;

(2) customers;

(3) communities or society, including those of each community in which offices or facilities of the corporation, its subsidiaries, or its suppliers are located; and

(4) the local and global environment.

(c) A director of a benefit corporation shall not, by virtue of the duties imposed by subsections (a) and (b), owe any duty to a person other than the benefit corporation due to any interest of the person in the status of the corporation as a benefit corporation or in any public benefit provision.

(d) Unless otherwise provided in the certificate of incorporation, the violation by a director of the duties imposed by subsections (a) and (b) shall not constitute an intentional infliction of harm on the corporation or the stockholders for purposes of Section 10A-2A-2.02(b)(4) and (5).
Ala. Code § 10-2B-7.22 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-7.22
Section 10-2B-7.22 Proxies
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-8.59 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.59
Section 10A-3A-8.59 Exclusivity of Division
Status: in_force

A nonprofit corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this Division E of this Article 8.
Ala. Code § 10A-8A-9.08 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-9.08
Section 10A-8A-9.08 Filings Required for Merger; Effective Date
Status: in_force

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

(1) each constituent partnership, as provided in Section 10A-8A-2.03(a); and

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

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

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

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

(3) the date 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, and where such is filed of each constituent organization which is a partnership;

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

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

(A) if it will be a partnership, the partnership’s statement of partnership, statement of not for profit partnership, or statement of limited liability partnership; or

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

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

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

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

(9) if the surviving organization is a foreign organization not authorized to conduct business or not for profit activity in this state, the street and mailing address of an office for the purposes of Section 10A-8A-9.09(b); and

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

(c) Prior to the statement of merger being delivered for filing to the Secretary of State in accordance with subsection (d), all constituent organizations that are partnerships, other than a 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.

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

(e) A merger becomes effective under this article:

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

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

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

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

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

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

(h) The filing fees for a statement of merger shall be as set forth in Chapter 1.
Ala. Code § 10A-1-5.15 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.15
Section 10A-1-5.15 Renewal of Reservation
Status: in_force

A person may renew the person’s reservation of a name under this division for successive one-year periods if, during the 90-day period preceding the expiration of that reservation, the person:

(1) files an application to renew the name reservation; and

(2) pays the required filing fee.
Ala. Code § 10A-3A-6.01 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-6.01
Section 10A-3A-6.01 Members
Status: in_force

(a) A nonprofit corporation may have one or more classes of members or may have no members. If the nonprofit corporation has one or more classes of members, the designation of the class or classes, the manner of admission and the qualifications and rights of the members of each class shall be set forth in the certificate of incorporation or bylaws. Subject to Section 10A-3A-14.01(c), if the nonprofit corporation will have members, that fact shall be set forth in the certificate of incorporation. If the nonprofit corporation will not have members, that fact shall be set forth in the certificate of incorporation.

(b) Except as otherwise provided in this chapter or in the certificate of incorporation, if the certificate of incorporation of a nonprofit corporation states that the nonprofit corporation will have members, but that nonprofit corporation has in fact no members entitled to vote on a matter, then any provision of this chapter or any other provision of law requiring notice to, the presence of, or the vote, consent, or other action by members of that nonprofit corporation in connection with the matter shall be satisfied by notice to, the presence of, or the vote, consent, or other action by the board of directors of the nonprofit corporation.

(c) Except as otherwise provided in the certificate of incorporation, if the certificate of incorporation of a nonprofit corporation states that the nonprofit corporation will not have members, then notice to, the presence of, or the vote, consent, or other action by board of directors of the nonprofit corporation in connection with the matter shall be satisfied by notice to, the presence of, or the vote, consent, or other action by the board of directors of the nonprofit corporation.
Ala. Code § 10-8A-106 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-106
Section 10-8A-106 Law Governing Internal Relations
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-8.62 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.62
Section 10A-2-8.62 Directors’ Action
Status: reserved

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

(a) Directors’ action respecting a transaction is effective for purposes of Section 10A-2-8.61(b)(1) if the transaction received the affirmative vote of a majority, but no fewer than two, of those qualified directors on the board of directors or on a duly empowered committee of the board who voted on the transaction after either required disclosure to them, to the extent the information was not known by them, or compliance with subsection (b); provided that action by a committee is to be effective only if (1) all its members are qualified directors, and (2) its members are either all the qualified directors on the board or are appointed by the affirmative vote of a majority of the qualified directors on the board.

(b) If a director has a conflicting interest respecting a transaction but neither the director nor a related person of the director specified in Section 10A-2-8.60(3)(i) is a party to the transaction such that the director may not make the disclosure described in Section 10A-2-8.60(4)(ii), then disclosure is sufficient for purposes of subsection (a) if the director (1) discloses to the directors voting on the transaction the existence and nature of his or her conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction and (2) plays no part, directly or indirectly, in their deliberations or vote.

(c) A majority, but no fewer than two, of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section. Directors’ action that otherwise complies with this section is not affected by the presence or vote of a director who is not a qualified director.

(d) For purposes of this section, “qualified director” means, with respect to a director’s conflicting interest transaction, any director who does not have either (1) a conflicting interest respecting the transaction or (2) a familial, financial, professional, or employment relationship with a second director who does have a conflicting interest respecting the transaction, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first director’s judgement when voting on the transaction.
Ala. Code § 10A-9A-10.04 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-10.04
Section 10A-9A-10.04 Filings Required for Conversion; Effective Date
Status: in_force

(a) After a plan of conversion is approved:

(1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), which statement of conversion must be signed in accordance with Section 10A-9A-2.03(a) and which must include:

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

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

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

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

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

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

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

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

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

(J) if the converted organization is a foreign organization not authorized to conduct activities and affairs in this state, the street and mailing address of an office for the purposes of Section 10A-9A-10.05(b); and

(2) if the converted organization is a limited partnership, the converting organization shall deliver for filing a certificate of formation in accordance with subsection (d), which certificate of formation must include, in addition to the information required by Section 10A-9A-2.01(a):

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

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

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

(b) A conversion becomes effective:

(1) if the converted organization is a limited partnership, when the certificate of formation takes effect; and

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

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

(d) If the converted organization is a limited partnership, the converting organization shall deliver for filing the certificate of formation 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 to the Secretary of State, then the converting organization shall deliver for filing the statement of conversion and the certificate of formation to the Secretary of State simultaneously.

(f) After a conversion becomes effective, if the converted organization is a limited partnership, then, except for certified copies of documents permitted to be delivered to the judge of probate for filing pursuant to subsection (h), all filing instruments required to be filed under this title regarding that converted organization shall be filed with the Secretary of State.

(g) If:

(1) the converting organization is a filing entity 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.

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

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

(j) The filing fees for a statement of conversion shall be as set forth in Chapter 1.
Ala. Code § 10A-5A-12.03 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-12.03
Section 10A-5A-12.03 Interstate Application
Status: in_force

A limited liability company formed and existing under this chapter may conduct its activities and affairs, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction.
Ala. Code § 10A-3A-7.26 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-7.26
Section 10A-3A-7.26 Modification of Quorum or Voting Requirements
Status: in_force

(a) The certificate of incorporation or bylaws may provide for a higher or lower quorum or voting requirement for members (or voting groups of members) than is provided for by this chapter.

(b) An amendment to the certificate of incorporation or bylaws that adds, changes, or deletes a quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
Ala. Code § 10-2B-6.20 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-6.20
Section 10-2B-6.20 Subscription for Shares Before Incorporation
Status: reserved

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

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-21-1.04 — Alabama Code / Title 10A / Chapter 21 / Section 10A-21-1.04
Section 10A-21-1.04 Corporation Contributions to Candidates, Parties, Etc
Status: reserved

Repealed by Act 2013-311, §3, effective August 1, 2013.
Ala. Code § 10A-9-1.03 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-1.03
Section 10A-9-1.03 Knowledge and Notice
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-8-10.01 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-10.01
Section 10A-8-10.01 Registered Limited Liability Partnerships
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10A-2-7.02 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-7.02
Section 10A-2-7.02 Special 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) A corporation shall hold a special meeting of shareholders:

(1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or

(2) If the holders of at least 10 percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation’s president or secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held, who shall, within 21 days of the receipt of demand, cause notice to be given of the meeting to be held within the minimum time following the notice prescribed by Section 10A-2-7.05(a); or

(3) On call of the holders of at least 10 percent of the votes entitled to be cast at the proposed special meeting who signed a demand for a special meeting valid under subdivision (2), if:

(i) Notice of the special meeting was not given within 21 days after the date the demand was delivered to the corporation’s president or secretary; or

(ii) The special meeting was not held in accordance with the notice.

(b) If not otherwise fixed under Section 10A-2-7.03 or 10A-2-7.07, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.

(c) Special shareholders’ meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation’s principal office.

(d) Only business within the purpose or purposes described in the meeting notice required by Section 10A-2-7.05(c) may be conducted at a special shareholders’ meeting.
Ala. Code § 10-2B-15.43 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-15.43
Section 10-2B-15.43 Foreign Corporation Acting as Fiduciary Not Deemed Doing Business in This State
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-17.02 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-17.02
Section 10-2B-17.02 Application to Qualified Foreign Corporations
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-2.05 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-2.05
Section 10A-3A-2.05 Bylaws
Status: in_force

(a) The incorporators or board of directors of a nonprofit corporation shall adopt initial bylaws for the nonprofit corporation.

(b) The bylaws of a nonprofit corporation may contain any provision that is not inconsistent with law or the certificate of incorporation.

(c) The bylaws are a part of a binding contract between the nonprofit corporation and (i) the members in a membership nonprofit corporation and (ii) the directors in a nonmembership nonprofit corporation, subject to the provisions of this chapter.
Ala. Code § 10A-20-6.13 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-6.13
Section 10A-20-6.13 Deposit of Securities with State Treasurer
Status: in_force

Every health care service corporation shall deposit with, and thereafter maintain on deposit with, the Treasurer of the State of Alabama bonds of the United States government or of the State of Alabama, or of any subdivision thereof, or first mortgages on real estate situated in Alabama securing an indebtedness not in excess of 50 percent of the appraised value thereof, subject to the approval of the Commissioner of Insurance, in an amount to be determined as of the first day of January of each year as follows:

(1) Every company whose gross annual premium receipts from business done within this state for the preceding year ending December 31 are less than fifty thousand dollars ($50,000) shall so deposit and maintain securities of par and market value not less than five thousand dollars ($5,000);

(2) Every company whose gross annual premium receipts so computed are in excess of fifty thousand dollars ($50,000) and less than one hundred fifty thousand dollars ($150,000) shall so deposit and maintain the securities of par and market value not less than ten thousand dollars ($10,000);

(3) Every company whose such gross annual premium receipts so computed are in excess of one hundred fifty thousand dollars ($150,000) and less than two hundred fifty thousand dollars ($250,000) shall so deposit and maintain the securities of par and market value not less than fifteen thousand dollars ($15,000); and

(4) Every such company whose such gross annual premium receipts so computed shall exceed the sum of two hundred fifty thousand dollars ($250,000) shall so deposit and maintain the securities of a par and market value of not less than twenty thousand dollars ($20,000); provided, that before any company shall be licensed to, or shall, engage in any business in this state, it shall so make an initial deposit of the securities of a par and market value not less than three thousand dollars ($3,000).

The securities so deposited may from time to time with the approval of the Commissioner of Insurance and the Treasurer be replaced by other authorized securities of equal value. The deposit so maintained shall constitute a trust fund primarily for the security of persons holding certificates or policies of the company.
Ala. Code § 10A-2A-8.57 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.57
Section 10A-2A-8.57 Insurance
Status: in_force

A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another corporation or foreign corporation or a joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director or officer, regardless of whether the corporation would have power to indemnify or advance expenses to the individual against the same liability under this Division E of this Article 8.
Ala. Code § 10A-2A-14.14 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-14.14
Section 10A-2A-14.14 Election to Purchase in Lieu of Dissolution
Status: in_force

(a) In a proceeding under Section 10A-2A-14.10(a)(2) to dissolve a corporation, the corporation may elect or, if it fails to elect, one or more stockholders may elect to purchase all stock owned by the petitioning stockholder at the fair value of the stock. An election pursuant to this section shall be irrevocable unless the court determines that it is equitable to set aside or modify the election.

(b) An election to purchase pursuant to this section may be filed with the court at any time within 90 days after the filing of the petition under Section 10A-2A-14.10(a)(2) or at a later time as the court in its discretion may allow. If the election to purchase is filed by one or more stockholders, the corporation shall, within 10 days thereafter, give written notice to all stockholders, other than the petitioner. The notice must state the name and number of shares of stock owned by the petitioner and the name and number of shares of stock owned by each electing stockholder and must advise the recipients of their right to join in the election to purchase stock in accordance with this section. Stockholders who wish to participate shall file notice of their intention to join in the purchase no later than 30 days after the effectiveness of the notice to them. All stockholders who have filed an election or notice of their intention to participate in the election to purchase thereby become parties to the proceeding and shall participate in the purchase in proportion to their ownership of stock as of the date the first election was filed, unless they otherwise agree or the court otherwise directs. After an election has been filed by the corporation or one or more stockholders, the proceeding under Section 10A-2A-14.10(a)(2) may not be discontinued or settled, nor may the petitioning stockholder sell or otherwise dispose of his or her stock, unless the court determines that it would be equitable to the corporation and the stockholders, other than the petitioner, to permit the discontinuance, settlement, sale, or other disposition.

(c) If, within 60 days of the filing of the first election, the parties reach agreement as to the fair value and terms of purchase of the petitioner’s stock, the court shall enter an order directing the purchase of the petitioner’s stock upon the terms and conditions agreed to by the parties.

(d) If the parties are unable to reach an agreement as provided for in subsection (c), the court, upon application of any party, shall stay the proceedings under Section 10A-2A-14.10(a)(2) and determine the fair value of the petitioner’s stock as of the day before the date on which the petition under Section 10A-2A-14.10(a)(2) was filed or as of any other date as the court deems appropriate under the circumstances.

(e) Upon determining the fair value of the stock, the court shall enter an order directing the purchase upon terms and conditions as the court deems appropriate, which may include payment of the purchase price in installments, where necessary in the interests of equity, provision for security to assure payment of the purchase price and any additional expenses as may have been awarded, and, if the stock is to be purchased by stockholders, the allocation of stock among them. In allocating the petitioner’s stock among holders of different classes or series of stock, the court should attempt to preserve the existing distribution of voting rights among holders of different classes or series insofar as practicable and may direct that holders of a specific class or classes or series shall not participate in the purchase. Interest may be allowed at the rate and from the date determined by the court to be equitable, but if the court finds that the refusal of the petitioning stockholder to accept an offer of payment was arbitrary or otherwise not in good faith, no interest shall be allowed. If the court finds that the petitioning stockholder had probable grounds for relief under Section 10A-2A-14.10(a)(2)(ii) or (iv), it may award expenses to the petitioning stockholder.

(f) Upon entry of an order under subsection (c) or (e), the court shall dismiss the petition to dissolve the corporation under Section 10A-2A-14.10(a)(2), and the petitioning stockholder shall no longer have any rights or status as a stockholder of the corporation, except the right to receive the amounts awarded by the order of the court which shall be enforceable in the same manner as any other judgment.

(g) The purchase ordered pursuant to subsection (e) shall be made within 10 days after the date the order becomes final.

(h) Any payment by the corporation pursuant to an order under subsections (c) or (e), other than an award of expenses pursuant to subsection (e), is subject to the provisions of Section 10A-2A-6.40.
Ala. Code § 10A-2A-7.07 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.07
Section 10A-2A-7.07 Record Date for Meeting
Status: in_force

(a) The certificate of incorporation or bylaws may fix or provide the manner of fixing the record date or dates for one or more voting groups to determine the stockholders entitled to notice of a stockholders’ meeting, to demand a special meeting, to vote, or to take any other action. If the certificate of incorporation or bylaws do not fix or provide for fixing a record date, the board of directors may fix 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 stockholders and may not be retroactive.

(c) A determination of stockholders entitled to notice of or to vote at a stockholders’ meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date or dates, which it shall 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 or dates continues in effect or it may fix a new record date or dates.

(e) The record dates for a stockholders’ meeting fixed by or in the manner provided in the certificate of incorporation or bylaws or by the board of directors shall be the record date for determining stockholders entitled both to notice of and to vote at the stockholders’ meeting, unless in the case of a record date fixed by the board of directors and to the extent not prohibited by the certificate of incorporation or bylaws, the board of directors, at the time it fixes the record date for stockholders entitled to notice of the meeting, fixes a later record date on or before the date of the meeting to determine the stockholders entitled to vote at the meeting.
Ala. Code § 10A-1-4.14 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-4.14
Section 10A-1-4.14 Delayed Effectiveness Not Permitted. (Amended by 2026-495
Status: in_force

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

The effect of the following filing instruments may not be delayed:

(1) a reservation of name as provided by Division B of Article 5;

(2) a registration of name as provided by Division C of Article 5; or

(3) a certificate of abandonment as provided by Section 10A-1-4.13.
Ala. Code § 10A-9A-4.02 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-4.02
Section 10A-9A-4.02 General Partner Agent of Limited Partnership
Status: in_force

(a) Each general partner is an agent of the limited partnership for the purposes of its activities and affairs. An act of a general partner, including the signing of a writing in the partnership’s name, for apparently carrying on in the ordinary course the limited partnership’s activities and affairs or activities and affairs of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification, or had notice under Section 10A-9A-1.03(d) that the general partner lacked authority.

(b) An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership’s activities and affairs or activities and affairs of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all the other partners.
Ala. Code § 10-9C-802 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-802
Section 10-9C-802 Judicial Dissolution
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3-3.01 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-3.01
Section 10A-3-3.01 Generally; Incorporators
Status: in_force

One or more persons, partnerships, domestic corporations or foreign corporations, whether profit or nonprofit, may act as incorporator or incorporators of a nonprofit corporation by signing the certificate of formation and delivering the same to the Secretary of State for filing.
Ala. Code § 10A-9A-1.06 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-1.06
Section 10A-9A-1.06 Governing Law
Status: in_force

(a) The law of this state governs:

(1) the organization and internal affairs of a limited partnership;

(2) the liability of a partner as a partner for the debts, obligations, or other liabilities of a limited partnership; and

(3) the authority of the partners of a limited partnership.

(b) The law of the state or other jurisdiction under which a foreign limited partnership is formed governs:

(1) the organization and internal affairs of a foreign limited partnership;

(2) the liability of a partner as a partner for the debts, obligations, or other liabilities of a foreign limited partnership; and

(3) the authority of the partners of a foreign limited partnership.
Ala. Code § 10A-3-5.07 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-5.07
Section 10A-3-5.07 Nonexclusive
Status: in_force

The provisions of this chapter on merger and consolidation are not exclusive. Nonprofit corporations may be merged or consolidated, or converted, in any other manner provided by law, including as provided by Article 8 of Chapter 1.
Ala. Code § 10A-5A-9.07 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-9.07
Section 10A-5A-9.07 Discontinuance or Settlement
Status: in_force

A derivative action may not be dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be given to members of the limited liability company or the members associated with the series of the limited liability company, as the case may be, in such manner as the court directs.
Ala. Code § 10A-1-7.41 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-7.41
Section 10A-1-7.41 Applicability of This Title to Certain Foreign Entities
Status: in_force

(a) Except as otherwise provided by a statute described by this subsection, the provisions of this title governing a foreign entity apply to a foreign entity registered or granted authority to transact business in this state under:

(1) a special statute that does not contain a provision regarding a matter provided for by this title with respect to a foreign entity; or

(2) another statute that specifically provides that the general law for the granting of a registration or certificate of authority to the foreign entity to transact business in this state supplements the special statute.

(b) Except as otherwise provided by a special statute described by subsection (a), a document required to be filed with the Secretary of State under the special statute must be signed and filed in accordance with Article 4.
Ala. Code § 10-2B-7.21 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-7.21
Section 10-2B-7.21 Voting Entitlement of Shares
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-8.43 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.43
Section 10A-2A-8.43 Resignation and Removal of Officers
Status: in_force

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

(a) An officer may resign at any time by delivering a written notice to the board of directors, its chair, the appointing officer, the secretary, or the corporation. A resignation is effective as provided in Section 10A-2A-1.41(i) unless the notice provides for a delayed effectiveness, including effectiveness determined upon a future event or events. If effectiveness of a resignation is stated to be delayed and the board of directors or the appointing officer accepts the delay, the board of directors or the appointing officer may fill the pending vacancy before the delayed effectiveness but the new officer may not take office until the vacancy occurs.

(b) An officer may be removed at any time with or without cause by (i) the board of directors; (ii) the appointing officer, unless the certificate of incorporation, bylaws, or the board of directors provide otherwise; or (iii) any other officer if authorized by the certificate of incorporation, bylaws, or the board of directors.

(c) In this section, “appointing officer” means the officer (including any successor to that officer) who appointed the officer resigning or being removed.
Ala. Code § 10A-3A-14.02 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-14.02
Section 10A-3A-14.02 Application to Existing Foreign Nonprofit Corporations
Status: in_force

A foreign nonprofit corporation registered or authorized to transact business in this state on January 1, 2024, is subject to this chapter and is deemed to be registered to transact business in this state, and is not required to renew its registration to transact business under Article 7 of Chapter 1, except as required by Article 7 of Chapter 1.
Ala. Code § 10-3A-41 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-41
Section 10-3A-41 Officers
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-9.06 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-9.06
Section 10A-8A-9.06 Merger
Status: in_force

(a) A partnership may merge with one or more other constituent organizations pursuant to this section, Sections 10A-8A-9.07 through 10A-8A-9.09, and a plan of merger, if:

(1) the governing statute of each of the other organizations authorizes the merger;

(2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and

(3) each of the other organizations complies with its governing statute in effecting the merger.

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

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

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

(3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration as allowed by subsection (c);

(4) if the surviving organization is to be created pursuant to the merger, the surviving organization’s organizational documents; and

(5) if the surviving organization is not to be created pursuant to the merger, any amendments to be made by the merger to the surviving organization’s organizational documents.

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

(d) In addition to the requirements of subsection (b), a plan of merger may:

(1) provide that (i) a constituent organization or any other 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, a constituent organization 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-8A-9.06(d)(1)), the constituent organization 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;

(2) provide (i) for the appointment, at or after the time at which the plan of merger is adopted by the owners of a constituent organization in accordance with the requirements of Section 10A-8A-9.07, of one or more persons (which may include the surviving or resulting entity or any officer, partner, representative, or agent thereof) as representative of the owners of a constituent organization, 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, (ii) that any appointment pursuant to clause (i) of this Section 10A-8A-9.06(d)(2) shall be irrevocable and binding on all owners from and after the adoption of the plan of merger by the requisite vote of the partners pursuant to Section 10A-8A-9.07, and (iii) that any provision adopted pursuant to this Section 10A-8A-9.06(d)(2) 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; and

(3) contain any other provision not prohibited by law.

(e) At the time of the approval of the plan of merger in accordance with Section 10A-8A-9.07, 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.
Ala. Code § 10A-3A-1.21 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-1.21
Section 10A-3A-1.21 Defective Corporate Actions
Status: in_force

(a) A defective corporate action shall not be void or voidable if ratified in accordance with Section 10A-3A-1.22 or validated in accordance with Section 10A-3A-1.27.

(b) Ratification under Section 10A-3A-1.22 or validation under Section 10A-2A-1.27 shall not be deemed to be the exclusive means of ratifying or validating any defective corporate action, and the absence or failure of ratification in accordance with this Division shall not, of itself, affect the validity or effectiveness of any corporate action properly ratified under common law or otherwise, nor shall it create a presumption that any such corporate action is or was a defective corporate action or void or voidable.

(c) In the case of an overissue, a putative membership interest shall be valid a membership interest effective as of the date originally issued or purportedly issued upon:

(1) the effectiveness under this article and under Article 9 of an amendment to the certificate of incorporation or bylaws authorizing, designating, or creating that membership interest; or

(2) the effectiveness of any other corporate action under this article ratifying the authorization, designation, or creation of a membership interest.
Ala. Code § 10A-9-12.06 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-12.06
Section 10A-9-12.06 Application to Existing Relationships
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-12-31 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-31
Section 10-12-31 Admission of Additional Members
Status: reserved

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

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-6.40 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-6.40
Section 10-2B-6.40 Distributions to Shareholders
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-405 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-405
Section 10-4-405 Effect of Repeal of Prior Acts
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-403 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-403
Section 10-4-403 Application to Existing Corporations
Status: reserved

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

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-5A-1.02 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-1.02
Section 10A-5A-1.02 Definitions
Status: in_force

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

(a) CERTIFICATE OF FORMATION, with respect to a limited liability company, means the certificate provided for by Section 10A-5A-2.01, and the certificate as amended or restated.

(b) CONSTITUENT LIMITED LIABILITY COMPANY means a constituent organization that is a limited liability company.

(c) CONSTITUENT ORGANIZATION means an organization that is party to a merger under Article 10.

(d) CONVERTED ORGANIZATION means the organization into which a converting organization converts pursuant to Article 10.

(e) CONVERTING LIMITED LIABILITY COMPANY means a converting organization that is a limited liability company.

(f) CONVERTING ORGANIZATION means an organization that converts into another organization pursuant to Article 10.

(g) DISQUALIFIED PERSON means any person who is not a qualified person.

(h) DISTRIBUTION except as otherwise provided in Section 10A-5A-4.06(e), means a transfer of money or other property from a limited liability company, or series thereof, to another person on account of a transferable interest.

(i) FOREIGN LIMITED LIABILITY COMPANY means a limited liability company governed by the laws of a jurisdiction other than this state which would be a limited liability company if governed by the laws of this state.

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

(k) LIMITED LIABILITY COMPANY, except in the phrase “foreign limited liability company,” means an entity formed or existing under this chapter.

(l) LIMITED LIABILITY COMPANY AGREEMENT means any agreement (whether referred to as a limited liability company agreement, operating agreement or otherwise), written, oral or implied, of the member or members as to the activities and affairs of a limited liability company or series thereof. The limited liability company agreement of a limited liability company having only one member shall not be unenforceable by reason of there being only one person who is a party to the limited liability company agreement. The limited liability company agreement includes any amendments to the limited liability company agreement.

(m) MEMBER means a person admitted under Section 10A-5A-4.01 and not dissociated under Section 10A-5A-6.02.

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

(o) ORGANIZATIONAL DOCUMENTS means:

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

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

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

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

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

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

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

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

(p) PLAN OF MERGER. Except as set forth in Section 10A-5A-10.05(e), a plan of merger, whether referred to as a plan of merger, an agreement of merger, a merger agreement, a plan and agreement of merger, an agreement and plan of merger, or otherwise, means a writing described in Section 10A-5A-10.05 and includes any agreement, instrument, or other document referenced therein or associated therewith that sets forth the terms and conditions of the merger.

(q) QUALIFIED PERSON, with respect to a limited liability company rendering professional services in this state, means a person authorized by this state or a regulatory authority of this state to own a transferable interest in that limited liability company.

(r) SURVIVING ORGANIZATION means an organization into which one or more other organizations are merged under Article 10, whether the organization pre-existed the merger or was created pursuant to the merger.

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

(t) TRANSFEREE means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member.

(u) TRANSFERABLE INTEREST means a member’s right to receive distributions from a limited liability company or a series thereof.
Ala. Code § 10A-2-2.05 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-2.05
Section 10A-2-2.05 Organization of Corporation
Status: reserved

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

(a) After incorporation the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, unless the power to adopt initial bylaws has been reserved to the shareholders in the articles of incorporation, and carrying on any other business brought before the meeting.

(b) An organization meeting may be held in or out of this state.
Ala. Code § 10A-3A-12.02 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-12.02
Section 10A-3A-12.02 Merger
Status: in_force

(a) A nonprofit corporation may merge with one or more other constituent organizations pursuant to this article, and a plan of merger, if:

(1) the governing statute of each of the other organizations authorizes the merger;

(2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and

(3) each of the other organizations complies with its governing statute in effecting the merger.

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

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

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

(3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, securities, interests in the surviving organization, and other consideration as allowed by subsection (c);

(4) if the surviving organization is to be created pursuant to the merger, the surviving organization’s organizational documents; and

(5) if the surviving organization is not to be created pursuant to the merger, any amendments to be made by the merger to the surviving organization’s organizational documents.

(c) In connection with a merger, rights, securities, or interests, if any, in a constituent organization may be exchanged for or converted into cash, property, rights, securities, or interests, if any, in the surviving organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights, securities, or interests, if any, in another organization, or may be cancelled.

(d) In addition to the requirements of subsection (b), a plan of merger may contain any other provision not prohibited by law.

(e) Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with Section 10A-3A-1.04(c)(5).

(f) A plan of merger may be amended only with the consent of each constituent organization, except as provided in the plan. A domestic constituent organization may approve an amendment to a plan:

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

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

(i) the amount or kind of securities, interests, obligations, rights to acquire other interests or securities, cash, or other property to be received under the plan by the interest holders of a constituent organization;

(ii) the certificate of incorporation of any nonprofit corporation, foreign nonprofit corporation, business corporation, or foreign business corporation, or the organizational documents of any other organization, that will be the surviving organization, except for changes permitted by Section 10A-3A-9.03(g) or by comparable provisions of the governing statute of the foreign nonprofit corporation, business corporation, foreign business corporation, or other organization; or

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

(g) At the time of the approval of the plan of merger in accordance with this chapter, 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.
Ala. Code § 10A-9A-10.10 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-10.10
Section 10A-9A-10.10 Restrictions on Approval of Mergers, Conversions and on Relinquishing LLLP Status
Status: in_force

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

(b) An amendment to a certificate of formation which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without each general partner’s written consent to such amendment.

(c) A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.
Ala. Code § 10-4-179 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-179
Section 10-4-179 Effect of Article on Existing Liens or Mortgages
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-7.36 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-7.36
Section 10A-1-7.36 Right of Eminent Domain
Status: in_force

Foreign entities that have complied with the constitution and laws of this state as to transacting business in this state shall have the same right of eminent domain and the same remedies for enforcing the rights as domestic entities of like kind and character possess.
Ala. Code § 10A-2-7.23 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-7.23
Section 10A-2-7.23 Shares Held by Nominees
Status: reserved

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

(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.

(b) The procedure may set forth:

(1) The types of nominees to which it applies;

(2) The rights or privileges that the corporation recognizes in a beneficial owner;

(3) The manner in which the procedure is selected by the nominee;

(4) The information that must be provided when the procedure is selected;

(5) The period for which selection of the procedure is effective; and

(6) Other aspects of the rights and duties created.
Ala. Code § 10A-3A-11.10 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-11.10
Section 10A-3A-11.10 Director Duties
Status: in_force

(a) Directors shall cause the dissolved nonprofit corporation to discharge or make reasonable provision for the payment of claims and make distributions in liquidation of assets to the persons designated to receive the assets of the dissolved nonprofit corporation after payment or provision for claims.

(b) Directors of a dissolved nonprofit corporation which has disposed of claims under Section 10A-3A-11.08 or Section 10A-3A-11.09 shall not be liable for breach of subsection (a) with respect to claims against the dissolved nonprofit corporation that are barred or satisfied under Section 10A-3A-11.08 or Section 10A-3A-11.09.
Ala. Code § 10A-2A-1.47 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-1.47
Section 10A-2A-1.47 Ratification of Defective Corporate Actions
Status: in_force

(a) To ratify a defective corporate action under this section (other than the ratification of an election of the initial board of directors under subsection (b)), the board of directors shall take action ratifying the action in accordance with Section 10A-2A-1.48, stating:

(1) the defective corporate action to be ratified and, if the defective corporate action involved the issuance of putative stock, the number and type of shares of putative stock purportedly issued;

(2) the date of the defective corporate action;

(3) the nature of the failure of authorization with respect to the defective corporate action to be ratified; and

(4) that the board of directors approves the ratification of the defective corporate action.

(b) In the event that a defective corporate action to be ratified relates to the election of the initial board of directors of the corporation under Section 10A-2A-2.04(a)(2), a majority of the persons who, at the time of the ratification, are exercising the powers of directors may take an action stating:

(1) the name of the person or persons who first took action in the name of the corporation as the initial board of directors of the corporation;

(2) the earlier of the date on which such persons first took such action or were purported to have been elected as the initial board of directors; and

(3) that the ratification of the election of such person or persons as the initial board of directors is approved.

(c) If any provision of this chapter, the certificate of incorporation or bylaws, any corporate resolution, or any plan or agreement to which the corporation is a party in effect at the time action under subsection (a) is taken requires stockholder approval or would have required stockholder approval at the date of the occurrence of the defective corporate action, the ratification of the defective corporate action approved in the action taken by the directors under subsection (a) shall be submitted to the stockholders for approval in accordance with Section 10A-2A-1.48.

(d) Unless otherwise provided in the action taken by the board of directors under subsection (a), after the action by the board of directors has been taken and, if required, approved by the stockholders, the board of directors may abandon the ratification at any time before the validation effective time without further action of the stockholders.
Ala. Code § 10-9A-142 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-142
Section 10-9A-142 Winding Up
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-2A-11.09 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-11.09
Section 10A-2A-11.09 Nonexclusive
Status: in_force

This article is not exclusive. This article does not preclude a corporation from merging or exchanging its stock under law other than this chapter.
Ala. Code § 10-9C-403 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-403
Section 10-9C-403 Limited Partnership Liable for General Partner’s Actionable Conduct
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-8A-404 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-404
Section 10-8A-404 General Standards of Partner’s Conduct
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-141 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-141
Section 10-4-141 Credit of State Not to Be Pledged
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-10.22 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-10.22
Section 10A-2A-10.22 Bylaw Provisions Relating to the Election of Directors
Status: reserved

(a) Unless the certificate of incorporation (i) specifically prohibits the adoption of a bylaw pursuant to this section, (ii) alters the vote specified in Section 10A-2A-7.28(a), or (iii) provides for cumulative voting, a corporation may elect in its bylaws to be governed in the election of directors as follows:

(1) each vote entitled to be cast may be voted for or against up to that number of candidates that is equal to the number of directors to be elected, or a stockholder may indicate an abstention, but without cumulating the votes;

(2) to be elected, a nominee shall have received a plurality of the votes cast by holders of stock entitled to vote in the election at a meeting at which a quorum is present, provided that a nominee who is elected but receives more votes against than for election shall serve as a director for a term that shall terminate on the date that is the earlier of (i) 90 days from the date on which the voting results are determined pursuant to Section 10A-2A-7.29(b)(5) or (ii) the date on which an individual is selected by the board of directors to fill the office held by that director, which selection shall be deemed to constitute the filling of a vacancy by the board of directors to which Section 10A-2A-8.10 applies. Subject to subsection (a)(3), a nominee who is elected but receives more votes against than for election shall not serve as a director beyond the 90-day period referenced above; and

(3) the board of directors may select any qualified individual to fill the office held by a director who received more votes against than for election.

(b) Subsection (a) does not apply to an election of directors by a voting group if (i) at the expiration of the time fixed under a provision requiring advance notification of director candidates, or (ii) absent that provision, at a time fixed by the board of directors which is not more than 14 days before notice is given of the meeting at which the election is to occur, there are more candidates for election by the voting group than the number of directors to be elected, one or more of whom are properly proposed by stockholders. An individual shall not be considered a candidate for purposes of this subsection if the board of directors determines before the notice of meeting is given that the individual’s candidacy does not create a bona fide election contest.

(c) A bylaw electing to be governed by this section may be repealed:

(1) if originally adopted by the stockholders, only by the stockholders, unless the bylaw otherwise provides;

(2) if adopted by the board of directors, by the board of directors or the stockholders.
Ala. Code § 10-3A-45 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-45
Section 10-3A-45 Loans to Directors and Officers Prohibited
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-143 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-143
Section 10-4-143 Tax Exemptions, Credits and Privileges
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-5-8 — Alabama Code / Title 10 / Chapter 5 / Section 10-5-8
Section 10-5-8 Rights of Condemning Corporations in Selection of Routes and Sites
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-5.03 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-5.03
Section 10A-20-5.03 Disposition of Property of Educational Corporations Where the Stockholders Are Unknown or the Number of Shares Is Unknown
Status: in_force

(a) Where the charter of any educational corporation organized under the laws of this state, general or special, provides for the issuance of stock and the stockholders are unknown or where the amount or number of shares are unknown, the property of the corporation may be disposed of as follows: The acting trustees or directors having peaceable charge of the business and property of the corporation, whether legally elected or not, may contract to sell or otherwise dispose of the property of the corporation in the manner as they may deem best to carry out the purpose of the corporation, which action must be concurred in by a majority of the acting trustees or directors.

(b) Within 30 days after making the contract or agreement, the trustees or directors shall cause to be filed in the name of the corporation, in the circuit court of the county in which the property or the principal part thereof is situated, a petition in writing, verified by affidavit, setting forth the purposes of the corporation and that the stockholders are unknown or that the amount or number of shares are unknown, setting out the sale or disposition contemplated and that, in the judgment of the trustees or a majority of them, the disposition is best to carry out the purposes of the corporation. If any of the stockholders are known, the petition shall also set out their names and residence if known.

(c) On the filing of the petition, the register or clerk shall cause publication to be made as to unknown or nonresident stockholders as provided by law for publication as to nonresidents on the filing of complaints, he or she shall issue a summons to all resident stockholders named in the petition, which shall be served as other summons and the same proceedings had as to all the known stockholders named in the petition as provided for complaints.

(d) Within the time allowed for pleading to complaints, any known or unknown stockholder may come in and propound a claim and contest the disposition if he or she deems proper, and the petition shall be heard as other complaints, and the disposition confirmed or set aside, or the disposition made, of the property as the equities of the case may require.

(e) If the petition is not contested within the time allowed for pleading to complaints, the same may be submitted to the judge on affidavits and the charter of the corporation, or a certified copy thereof, and the judge may enter an order thereon ratifying the sale or disposition, or modifying the same and prescribing the terms and restrictions as the judge may deem best for carrying out the purposes of the corporation and authorizing a conveyance of the property by the trustees or the president and secretary of the board, which shall convey to the grantee all the title of the corporation or of any stockholder thereof in the property subject to the restrictions contained in the order or the judge may refuse to ratify the disposition.

(f) If any money is paid under the order, the same shall be paid to the register or clerk to be distributed under the orders of the court to the parties entitled thereto on proper proof.

(g) Any party contesting the petition may, at any time within 42 days after the entry of the order, prosecute an appeal to the Supreme Court as on final judgments in accordance with the Alabama Rules of Appellate Procedure, and the appeal may also be taken by the acting trustees or directors in the name of the corporation.
Ala. Code § 10A-9-2.07 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-2.07
Section 10A-9-2.07 Correcting Filed Record
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-3-7.17 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-7.17
Section 10A-3-7.17 Deposits with State Treasurer
Status: in_force

Upon the voluntary or involuntary dissolution of a nonprofit corporation, the portion of the assets distributable to any person who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive the distributive portion, shall be reduced to cash and deposited with the State Treasurer and shall be paid over to the person or to his or her legal representative upon satisfactory proof to the State Treasurer of his or her right thereto. The cash shall be held for the owner by the State Treasurer for three years and any cash which remains unclaimed by the owner after three years shall be presumed abandoned and subject to the Uniform Disposition of Unclaimed Property Act.
Ala. Code § 10A-2A-16.05 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-16.05
Section 10A-2A-16.05 Inspection Rights of Directors
Status: in_force

(a) A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director’s duties as a director, including duties as a member of a board committee, but not for any other purpose or in any manner that would violate any duty to the corporation.

(b) The designated court, and if none, the circuit court for the county in which the corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation’s most recent registered office is located may order inspection and copying of the books, records, and documents at the corporation’s expense, upon application of a director who has been refused inspection rights, unless the corporation establishes that the director is not entitled to inspection rights. The court shall dispose of an application under this subsection on an expedited basis.

(c) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director’s expenses incurred in connection with the application.
Ala. Code § 10-13-16 — Alabama Code / Title 10 / Chapter 13 / Section 10-13-16
Section 10-13-16 Termination of Existence
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3B-17 — Alabama Code / Title 10 / Chapter 3B / Section 10-3B-17
Section 10-3B-17 Savings Clause
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-7.41 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-7.41
Section 10A-2A-7.41 Right of Derivative Action
Status: in_force

A stockholder may commence or maintain a derivative action in the right of a corporation to enforce a right of the corporation by complying with this division.
Ala. Code § 10-10-15 — Alabama Code / Title 10 / Chapter 10 / Section 10-10-15
Section 10-10-15 Continuity of Association Independent of Members or Shareholders
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-1.08 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-1.08
Section 10A-9A-1.08 Effect of Partnership Agreement; Nonwaivable Provisions
Status: in_force

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

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

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

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

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

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

(4) A partnership agreement may provide any of the following:

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

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

(C) subject to Section 10A-9A-1.08(c), an act or transaction under the partnership agreement by the partnership, a partner, a dissociated partner, or a transferee is void or voidable.

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

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

(c) A partnership agreement may not:

(1) vary the nature of the limited partnership as a separate legal entity under Section 10A-9A-1.04(a);

(2) vary a limited partnership’s power under Section 10A-9A-1.05 to sue, be sued, and defend in its own name;

(3) vary the law applicable to a limited partnership under Section 10A-9A-1.06;

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

(5) vary the requirements of Section 10A-9A-2.03;

(6) vary the information required under Section 10A-9A-1.11 or unreasonably restrict the right to information under Sections 10A-9A-3.04 or 10A-9A-4.07, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;

(7) vary the power of the court under Section 10A-9A-2.04;

(8) eliminate the implied contractual covenant of good faith and fair dealing as provided under Section 10A-9A-1.08(b)(1);

(9) eliminate or limit the liability of a partner or other person for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing as provided under Section 10A-9A-1.08(b)(2);

(10) waive the requirements of Section 10A-9A-5.02(e);

(11) reduce the limitations period specified under Section 10A-9A-5.08(d) for an action commenced under other applicable law;

(12) waive the prohibition on issuance of a certificate of a transferable interest in bearer form under Section 10A-9A-7.02(c);

(13) vary the power of a person to dissociate as a general partner under Section 10A-9A-6.04(a) except that the partnership agreement may require that the notice under Section 10A-9A-6.03(1) be in a writing or in a specific form thereof;

(14) vary the power of a court to decree dissolution in the circumstances specified in Section 10A-9A-8.01(f);

(15) vary the requirement to wind up the partnership’s activities and affairs as specified in Section 10A-9A-8.02; or

(16) vary the rights of a partner under Section 10A-9A-10.10; or

(17) vary the provisions of Section 10A-9A-1.15(c), (d), or (e).
Ala. Code § 10A-9A-1.01 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-1.01
Section 10A-9A-1.01 Short Title
Status: in_force

This chapter and the provisions of Chapter 1, to the extent applicable to limited partnerships, shall be known and may be cited as the Alabama Limited Partnership Law.
Ala. Code § 10A-5A-9.01 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-9.01
Section 10A-5A-9.01 Direct Action by Members
Status: in_force

(a) Subject to subsection (b), a member may maintain a direct action against another member or members or the limited liability company, or a series thereof, to enforce the member’s rights and otherwise protect the member’s interests, including rights and interests under the limited liability company agreement or this chapter or arising independently of the membership relationship.

(b) A member maintaining a direct action under subsection (a) must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company, or series thereof.

(c)(1) A member may maintain a direct action to enforce a right of a limited liability company if all members at the time of suit are parties to the action.

(2) A member associated with a series may maintain a direct action to enforce a right of the series if all members associated with the series at the time of suit are parties to the action.

(d) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law.
Ala. Code § 10-9C-812 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-812
Section 10-9C-812 Disposition of Assets; When Contributions Required
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-8A-907 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-907
Section 10-8A-907 Statement of Conversion or Merger
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-8A-403 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-403
Section 10-8A-403 Partner’s Rights and Duties with Respect to Information
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-210 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-210
Section 10-4-210 Restrictions; Powers of Courts and Attorney General Not Impaired
Status: reserved

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

Unless the certificate of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
Ala. Code § 10A-2A-9.15 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-9.15
Section 10A-2A-9.15 Effect of Conversion
Status: in_force

(a) When a conversion takes effect:

(1) all property and contract rights owned by the converting organization remain vested in the converted organization without transfer, reversion, or impairment, and the title to any property vested by deed or otherwise in the converting organization shall not revert or be in any way impaired by reason of the conversion;

(2) all debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization and neither the rights of creditors, nor the liens upon the property of the converting organization shall be impaired by the conversion;

(3) an action or proceeding pending by or against the converting organization continues as if the conversion had not occurred and the name of the converted organization may, but need not, be substituted for the name of the converting organization in any pending action or proceeding;

(4) except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;

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

(6) except as otherwise agreed, for all purposes of the laws of this state, the converting organization shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of the converting organization;

(7) for all purposes of the laws of this state, the rights, privileges, powers, interests in property, debts, liabilities, and duties of the converting organization, shall be the rights, privileges, powers, interests in property, debts, liabilities, and duties of the converted organization, and shall not be deemed as a consequence of the conversion, to have been transferred to the converted organization;

(8) if the converted organization is a corporation, for all purposes of the laws of this state, the corporation shall be deemed to be the same organization as the converting organization, and the conversion shall constitute a continuation of the existence of the converting organization in the form of a corporation;

(9) if the converted organization is a corporation, the existence of the corporation shall be deemed to have commenced on the date the converting organization commenced its existence in the jurisdiction in which the converting organization was first created, formed, organized, incorporated, or otherwise came into being;

(10) the conversion shall not affect the choice of law applicable to matters arising prior to conversion;

(11) if the Secretary of State has assigned a unique identifying number or other designation to the converting organization and (i) the converted organization is formed pursuant to, or its internal affairs are governed by, the laws of this state, or (ii) the converted organization is, within 30 days after the effective date of the conversion, registered to transact business in this state, then that unique identifying number or other designation shall continue to be assigned to the converted organization; and

(12) the stock or eligible interests of the converting organization are reclassified into stock, eligible interests or other securities, obligations, rights to acquire stock, eligible interests or other securities, cash, or other property in accordance with the terms of the conversion, and the stockholders or interest holders of the converting organization are entitled only to the rights provided to them by those terms and to any appraisal rights they may have under the governing statute of the converting organization.

(b) A converted organization that is a foreign entity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting corporation, is liable if, before the conversion, the converting corporation was subject to suit in this state on the debt, obligation, or other liability or was subject to pay amounts to its stockholders under Article 13. If a converted organization is a foreign entity and fails to designate or maintain a registered agent, or the designated registered agent cannot with reasonable diligence be served, then service of process on that converted organization for the purposes of enforcing a debt, obligation, or other liability under this subsection may be made in the same manner and has the same consequences as provided in Section 10A-1-5.35.

(c) When the converting organization is a corporation and the conversion becomes effective, the converted organization is deemed to agree that it will promptly pay the amount, if any, to which the stockholders of the converting corporation are entitled under Article 13.
Ala. Code § 10-3A-153 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-153
Section 10-3A-153 Discontinuance of Liquidation Proceedings
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-18.05 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-18.05
Section 10A-2A-18.05 Relation to Electronic Signatures in Global and National Commerce Act
Status: in_force

This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. Section 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C. Section 7003(b).
Ala. Code § 10A-20-8.01 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-8.01
Section 10A-20-8.01 Definitions
Status: in_force

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

(1) AFFILIATED ORGANIZATIONS. Organizations or boards deriving their powers, functions, funds, and property directly from the parent organization, as defined in this section, or from its law-making body and does not mean organizations or boards organized under or answerable to any state organization, board, convention, or authority constituting a branch of the parent organization.

(2) CHANGE OF SOCIAL POLICIES. Any substantial and material change in or departure from the rules, social creed, jurisdictional system, authoritative pronouncements, or other fraternal law relating to the social standards, practices, or policies of the parent organization or its affiliated institutions, as the same existed at the time of affiliation or merger of the local organization, and which change is contrary to the way of life of the majority group.

(3) FRATERNAL ORDER. An organization wherein a group of men, women or men and women, are bound together for the purposes of advancing their educational, social or other benefits; also the relation of persons associating on the footing of brothers; also, a body or class of persons having common purposes and interests; brothers including sisters and sisters including brothers.

(4) FRATERNAL PROPERTY. All property, real, personal, or mixed, belonging to, or in the possession of, the local order, as defined in this section, or title to which is vested in the local order, or in trustee for the use and benefit of the local fraternal order or a corporation if the local fraternal order is incorporated, whether the use and benefit are expressed in title instruments or not.

(5) LOCAL FRATERNAL ORDER. Any chapter, order, club, lodge, association, mission, subdivision, active, alumni, or fraternal brotherhood, whether or not incorporated, in any city, town, or county in Alabama, which holds title to, or a fiduciary or trust interest in, property or the income therefrom and which is affiliated with, or recognizes the rules, administrative, jurisdictional, or other superior authority of, a larger denominational body of the same order. The term “local order” shall also include any organization organized in Alabama for fraternal, charitable, or educational purposes having title to, administrative supervision, or control, in trust, over property subject to any such higher jurisdiction or authority.

(6) MAJORITY GROUP. Sixty-five percent or more of membership, resident in Alabama, enrolled in any local fraternal order, not including members who are minors under the age of 19 years at the date of filing the complaint or, with respect to any corporation or group organized in Alabama for fraternal, charitable, or educational purposes, “majority group” means 65 percent, or more, of the adult membership resident in Alabama of any governing or voting board having voting authority in the control or administration of the organization.

(7) PARENT FRATERNAL ORDER. The larger denominational body or authority having jurisdiction over or affiliated with the local fraternity, alumni association, chapter, camp, lodge, mission, or fraternal order, having under the plan of organization of the particular fraternal order jurisdiction in the matter or practice of faith, rules, membership, property, social creed or pronouncements, or other organic or administrative function of that fraternal order, the designation “parent organization” being applicable to the authority whose action or interpretation is made the basis for relief and protection hereunder.

(8) TRUST CLAUSE. Any clause or provision inserted in a deed, transfer, will, or contract or which is required by the law or rules of the parent organization to be so inserted providing that property acquired by the local order, or in the name of trustees or a corporation for the use of the local organization, shall be held in trust for the use and benefit of the parent organization, or one or more of its affiliates, members, officers, or agents, or a clause in the deed, will, fraternal law, or rules providing substantially as follows:

In trust, that the premises shall be used, kept, and maintained as a place of fraternal work of the parent organization or as a place of residence for the use and occupancy of members of the parent organization subject to the rules, usage, and fraternal appointments of the order as from time to time authorized and declared by the law-making bodies of the fraternal organization.

(9) WITHDRAW or WITHDRAWAL. The voluntary action of the majority group taken or initiated to sever the affiliation, connection, or fraternal ties of the local organization with or from the parent organization as authorized by this article.
Ala. Code § 10A-3A-14.05 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-14.05
Section 10A-3A-14.05 Relation to Electronic Signatures in Global and National Commerce Act
Status: in_force

This chapter modifies, limits, and supersedes the Federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C § 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C § 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C § 7003(b).
Ala. Code § 10A-2A-6.24 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-6.24
Section 10A-2A-6.24 Stock Rights, Options, Warrants, and Awards
Status: in_force

(a) A corporation may issue rights, options, or warrants for the purchase of stock or other securities of the corporation. The board of directors shall determine (i) the terms and conditions upon which the rights, options, or warrants are issued; and (ii) the terms, including the consideration for which the stock or other securities acquired from the corporation upon the exercise of any rights, options, or warrants are to be issued. The authorization by the board of directors for the corporation to issue rights, options, or warrants constitutes authorization of the issuance of the stock or other securities for which the rights, options, or warrants are exercisable.

(b) The board of directors may adopt a resolution to delegate to a person or body, in addition to the board of directors, the authority to enter into one or more transactions to issue rights, options, or warrants, and with respect to those transactions, the rights, options, or warrants may be issued in the numbers, at the time and for the consideration as the person or body may determine; provided that the resolution fixes (i) the maximum number of rights, options, or warrants, and the maximum number of shares of stock issuable upon exercise thereof, that may be issued pursuant to the resolution, (ii) a time period during which the rights, options, or warrants, and during which the stock issuable upon exercise thereof, may be issued, and (iii) a minimum amount of consideration (if any) for which the rights, options, or warrants may be issued and a minimum amount of consideration for the stock issuable upon exercise thereof. No resolution shall permit a person or body to issue rights, options, or warrants to that person or body.

(c) Any provision in a resolution contemplated by subsection (a) or subsection (b) may be made dependent on facts ascertainable outside the resolution, which facts shall be determined in accordance with Section 10A-2A-1.20(c).

(d) The terms and conditions of rights, options, or warrants may include restrictions or conditions that:

(1) preclude or limit the exercise, transfer, or receipt of rights, options, or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding stock or other securities of the corporation or by any transferee or transferees of that person or persons, or

(2) invalidate or void rights, options, or warrants held by that person or persons or any of that person’s transferee or transferees.

(e) The board of directors or the person or body authorized pursuant to subsection (b) may authorize one or more officers to (i) designate the recipients of rights, options, warrants, or other equity compensation awards that involve the issuance of stock and (ii) determine, within an amount and subject to any other limitations established by the board of directors , the person or body authorized pursuant to subsection (b) and, if applicable, the stockholders, the number of the rights, options, warrants, or other equity compensation awards and the terms of the rights, options, warrants, or awards to be received by the recipients, provided that an officer may not use that authority to designate himself or herself or any other persons as the board of directors may specify as a recipient of rights, options, warrants, or other equity compensation awards.
Ala. Code § 10-12-5 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-5
Section 10-12-5 (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.) Limited Liability Company Name
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-7.04 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-7.04
Section 10A-1-7.04 Registration Procedure
Status: in_force

(a)(1) A foreign entity described in Section 10A-1-7.01(c), other than a foreign limited liability partnership, registers by delivering to the Secretary of State for filing an application for registration in accordance with the procedures in Article 4.

(2) A foreign limited liability partnership registers by delivering to the Secretary of State for filing a statement of foreign limited liability partnership in accordance with the procedures in Article 4.

(b) The application for registration of a foreign entity described in Section 10A-1-7.01(c) other than a foreign limited liability partnership must state:

(1) the foreign entity’s name or, if that name is not available for use in this state or otherwise would not comply with Article 5, a name that satisfies the requirements of Section 10A-1-7.07 under which the foreign entity will transact business in this state;

(2) the foreign entity’s type;

(3) the foreign entity’s jurisdiction of formation;

(4) the date of the foreign entity’s formation;

(5) that the foreign entity exists as a valid foreign entity of the stated type under the laws of the foreign entity’s jurisdiction of formation;

(6) the date the foreign entity began or will begin to transact business in this state;

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

(8) the street address and mailing address, if different, of the initial registered office and the name of the initial registered agent for service of process which Article 5 requires to be maintained at that office.

(c) The statement of foreign limited liability partnership must state:

(1) the foreign limited liability partnership’s name or, if that name is not available for use in this state or otherwise would not comply with Article 5, a name that satisfies the requirements of Section 10A-1-7.07 under which the foreign entity will transact business in this state;

(2) the jurisdiction which governs the foreign limited liability partnership’s partnership agreement and under which it is a limited liability partnership;

(3) the date of the foreign limited liability partnership’s formation;

(4) that the foreign limited liability partnership exists as a valid foreign limited liability partnership under the laws of the jurisdiction which governs the foreign limited liability partnership’s partnership agreement and under which it is a limited liability partnership;

(5) the date the foreign limited liability partnership will begin to transact business in this state;

(6) the street address and mailing address, if different, of the principal office of the foreign limited liability partnership;

(7) the street address and mailing address, if different, of the initial registered office and the name of the initial registered agent for service of process which Article 5 requires to be maintained at that office.

(d) The application for registration of a foreign entity described in Section 10A-1-7.01(c) other than a foreign limited liability partnership shall be executed by one or more persons authorized to execute an application for registration. The statement of foreign limited liability partnership shall be executed by one or more partners authorized to execute a statement of foreign limited liability partnership.

(e) The status of the foreign entity after registration and the liability of its owners, managers, members, or managerial officials shall not be adversely affected by error or subsequent changes in the information stated in the application for registration or statement of foreign limited liability partnership, as applicable.

(f) The fact that an application for registration or a statement of foreign limited liability partnership, as applicable, is on file with the Secretary of State is notice that the foreign entity is authorized to transact business in this state and as notice of all facts required to be set forth in the application for registration or the statement of foreign limited liability partnership, as applicable.

(g) A foreign entity may register regardless of any differences between the law of the foreign entity’s jurisdiction and of this state applicable to the governing of the internal affairs or to the liability of an owner, member, or managerial official. Notwithstanding the foregoing, no foreign entity may carry on in this state any business of a character that may not lawfully be carried on by a domestic entity of the same type.

(h) A statement of foreign limited liability partnership is a filing instrument.
Ala. Code § 10-9A-192 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-192
Section 10-9A-192 Requirements for Certificate of Merger; Effective Date; Certificate of Merger Acting as Certificate of Cancellation
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.