Ala. Code § 10A-2-7.30 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-7.30
Section 10A-2-7.30 Voting Trust
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation’s principal office.

(b) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee’s name. A voting trust is valid for not more than 10 years after its effective date unless extended under subsection (c).

(c) All or some of the parties to a voting trust may extend it for additional terms of not more than 10 years each by signing an extension agreement and obtaining the voting trustee’s written consent to the extension. Any extension is valid from the date the first shareholder signs the extension agreement. The voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation’s principal office. An extension agreement binds only those parties signing it.
Ala. Code § 10A-21-3.01 — Alabama Code / Title 10A / Chapter 21 / Section 10A-21-3.01
Section 10A-21-3.01 Docketing and Issuance of Notice of Indictment
Status: in_force

When an indictment is returned against a corporation doing business in this state, such indictment shall be forthwith docketed, and the clerk of the court shall issue a notice thereof to the defendant corporation, accompanied by a certified copy of the indictment.
Ala. Code § 10-9C-105 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-105
Section 10-9C-105 Powers
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-5.16 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.16
Section 10A-1-5.16 Transfer of Reservation of Name
Status: reserved

(a) A person may transfer the person’s reservation of a name by filing with the Secretary of State a notice of transfer.

(b) The notice of transfer must:

(1) be signed by the person for whom the name is reserved; and

(2) state the name and address of the person to whom the reservation is to be transferred.
Ala. Code § 10A-2-7.04 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-7.04
Section 10A-2-7.04 Action Without Meeting
Status: reserved

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

(a) Except as provided in the articles of incorporation, action required or permitted by the Constitution of Alabama of 1901 or by this chapter to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b) If not otherwise fixed under Section 10A-2-7.03 or 10A-2-7.07, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under subsection (a).

(c) A consent signed under this section has the effect of a meeting vote and may be described as in any document.

(d) If this chapter requires that notice of proposed action be given to nonvoting shareholders and the action is to be taken by unanimous consent of the voting shareholders, the corporation must give its nonvoting shareholders written notice of the proposed action at least 10 days before the action is taken. The notice must contain or be accompanied by the same material that, under this chapter, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.
Ala. Code § 10-4-150 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-150
Section 10-4-150 Duration of Corporation
Status: reserved

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

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-18-1.09 — Alabama Code / Title 10A / Chapter 18 / Section 10A-18-1.09
Section 10A-18-1.09 Required Statement in Certificate of Formation
Status: in_force

(a) A membership nonprofit corporation formed under or governed by the Alabama Nonprofit Corporation Law that elects to be governed by this chapter shall amend its certificate of incorporation by setting forth in its certificate of incorporation a statement that it is an Alabama statewide trade association as defined in Sections 10A-18-1.03(a)(1) through (6) and that it elects to be governed by this chapter.

(b) An Alabama statewide trade association shall cease to be governed by this chapter if it amends its certificate of incorporation by removing the statement required in Section 10A-18-1.09(a) and shall thereafter be governed solely by the Alabama Nonprofit Corporation Law, with no right to elect to be governed by this chapter thereafter.

(c) An Alabama statewide trade association shall cease to be governed by this chapter if it no longer meets the definition of an Alabama statewide trade association as set forth in Section 10A-18-1.03. If an Alabama statewide trade association ceases to be governed by this chapter in accordance with this section, then that Alabama statewide trade association shall thereafter be governed solely by the Alabama Nonprofit Corporation Law, with no right to elect to be governed by this chapter thereafter.
Ala. Code § 10-10-1 — Alabama Code / Title 10 / Chapter 10 / Section 10-10-1
Section 10-10-1 Definitions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-1.50 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-1.50
Section 10A-2A-1.50 Effect of Ratification
Status: in_force

From and after the validation effective time, and without regard to the 120-day period during which a claim may be brought under Section 10A-2A-1.52:

(a) Each defective corporate action ratified in accordance with Section 10A-2A-1.47 shall not be void or voidable as a result of the failure of authorization identified in the action taken under Section 10A-2A-1.47(a) or (b) and shall be deemed a valid corporate action effective as of the date of the defective corporate action;

(b) The issuance of each share of putative stock or fraction of a share of putative stock purportedly issued pursuant to a defective corporate action identified in the action taken under Section 10A-2A-1.47 shall not be void or voidable, and each such share of putative stock or fraction of a share of putative stock shall be deemed to be an identical share of stock or fraction of a valid share of stock as of the time it was purportedly issued; and

(c) Any corporate action taken subsequent to the defective corporate action ratified in accordance with this Division D of Article 1 in reliance on such defective corporate action having been validly effected and any subsequent defective corporate action resulting directly or indirectly from such original defective corporate action shall be valid as of the time taken.
Ala. Code § 10A-4-2.02 — Alabama Code / Title 10A / Chapter 4 / Section 10A-4-2.02
Section 10A-4-2.02 Required Statement of Purpose in Certificate of Formation
Status: in_force

(a) Any corporation whose certificate of incorporation includes as a stated purpose the performance of professional services may be incorporated under this chapter by stating in its certificate of incorporation that it is incorporated under this chapter.

(b) A domestic professional corporation that is not a nonprofit professional corporation shall cease being governed by this chapter and shall be governed by the Alabama Business Corporation Law if it amends its certificate of incorporation to delete the statement that it is organized under this chapter, and conforms its certificate of incorporation to the Alabama Business Corporation Law . A domestic nonprofit professional corporation shall cease being governed by this chapter and shall be governed by the Alabama Nonprofit Corporation Law if it amends its certificate of incorporation to delete the statement that it is organized under this chapter, and conforms its certificate of incorporation to the Alabama Nonprofit Corporation Law .

(c) Any corporation which is not subject to this chapter may become subject to this chapter, if it is a domestic corporation, by conforming its certificate of incorporation to this chapter.

(d) Any foreign professional corporation which renders professional services in this state shall be subject to this chapter.
Ala. Code § 10-2B-3.01 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-3.01
Section 10-2B-3.01 Purposes
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-8.02 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-8.02
Section 10A-20-8.02 Right of Majority Group of Local Organization in Fraternal Property
Status: in_force

The right and equity are hereby recognized and declared on behalf of the majority group of any local organization owning title to or an interest in fraternal property to preserve and protect the same from impairment or loss, to prevent fraternal property held subject to the trust clause from being converted to or used for an unintended or different use or purpose due to a change of social policies of the parent organization, and to be relieved of a material miscarriage of intent or understanding, failure of or departure from the intent or understanding of the local organization, or the majority group thereof, with respect to its use of the fraternal property or the conduct of its traditional social practices due to a change of social policies of the parent organization or of any one or more of its affiliated organizations.
Ala. Code § 10A-5A-10.05 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-10.05
Section 10A-5A-10.05 Merger
Status: in_force

(a) A limited liability company may merge with one or more other constituent organizations pursuant to this section, Sections 10A-5A-10.06 through 10A-5A-10.08, 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 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 limited liability company 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-5A-10.02(d)(1)), the limited liability company 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 members of a constituent limited liability company in accordance with the requirements of Section 10A-5A-10.06, of one or more persons (which may include the surviving or resulting entity or any officer, manager, representative, or agent thereof) as representative of the members of a constituent limited liability company, including those whose transferable interest 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 members 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 members 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-5A-10.02(d)(2) shall be irrevocable and binding on all members from and after the adoption of the plan of merger by the requisite vote of the members pursuant to Section 10A-5A-10.06, and (iii) that any provision adopted pursuant to this Section 10A-5A-10.02(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-5A-10.06, 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-5A-1.04 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-1.04
Section 10A-5A-1.04 Powers and Privileges
Status: in_force

(a) A limited liability company is a separate legal entity. A limited liability company’s status for tax purposes shall not affect its status as a separate legal entity formed under this chapter.

(b) A limited liability company shall possess and may exercise all the powers and privileges granted and enumerated by Chapter 1 or by any other law or by its limited liability company agreement, together with any powers incidental thereto, including those powers and privileges necessary or convenient to the conduct, promotion, or attainment of the business, purposes, or activities and affairs of the limited liability company.

(c) A limited liability company may carry on any lawful activity, whether or not for profit.

(d) A series established under this chapter has the power and capacity, in the series’ own name, to:

(1) sue and be sued;

(2) contract;

(3) hold and convey title to assets of the series, including real property, personal property, and intangible property; and

(4) grant liens and security interests in assets of the series.
Ala. Code § 10A-3A-2.02 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-2.02
Section 10A-3A-2.02 Certificate of Incorporation. (Amended by 2026-495)
Status: in_force

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

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

(a) The certificate of incorporation must set forth:

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

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

(3) that the nonprofit corporation is incorporated under this chapter;

(4) the name and address of each incorporator; and

(5)(i) if the nonprofit corporation will have members, a statement to that effect; or

(ii) if the nonprofit corporation will not have members, a statement to that effect.

(b) The certificate of incorporation may set forth:

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

(2) provisions not inconsistent with law regarding:

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

(ii) managing the activities and regulating the affairs of the nonprofit corporation;

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

(iv) the characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members;

(v) subject to Section 10A-3A-4.20, limiting a member’s right to inspect and copy the records of the nonprofit corporation under Section 10A-3A-4.02(b);

(vi) the distribution of assets on dissolution;

(vii) provisions for the election, appointment, or designation of directors;

(viii) provisions granting inspection rights to a person or group of persons under Section 10A-3A-4.07; and

(ix) provisions specifying a person or group of persons whose approval is required under Sections 10A-3A-9.30, 10A-3A-10.04, 10A-3A-11.04, 10A-3A-12.08, or 10A-3A-13.08;

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

(4) a provision eliminating or limiting the liability of a director or officer to a nonprofit corporation or its members for money damages for any action taken, or any failure to take any action, as a director or officer, except liability for (i) the amount of a financial benefit received by a director or officer to which the director or officer is not entitled, (ii) an intentional infliction of harm on the nonprofit corporation or its members, (iii) in the case of a director, a violation of Section 10A-3A-8.32, (iv) an intentional violation of criminal law, or (v) in the case of an officer, any claim by or in the right of the nonprofit corporation;

(5) a provision permitting or making obligatory indemnification of a director for liability as defined in Section 10A-3A-8.50 to any person for any action taken, or any failure to take any action, as a director, except liability for (i) receipt of a financial benefit to which the director is not entitled, (ii) an intentional infliction of harm on the nonprofit corporation or its members, (iii) a violation of Section 10A-3A-8.32, or (iv) an intentional violation of criminal law;

(6) a provision limiting or eliminating any duty of a director or any other person to offer the nonprofit corporation the right to have or participate in any, or one or more classes or categories of, corporate opportunities, before the pursuit or taking of the opportunity by the director or other person; provided that the application of that provision to an officer or a related person of that officer (i) also requires approval of that application by the board of directors, subsequent to the effective date of the provision, by action of the disinterested or qualified directors taken in compliance with the same procedures as are set forth in Section 10A-3A-8.60, and (ii) may be limited by the authorizing action of the board of directors; and

(7) provisions required if the nonprofit corporation is to be exempt from taxation under federal, state, or local law.

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

(d) Provisions of the certificate of incorporation may be made dependent upon facts objectively ascertainable outside the certificate of incorporation in accordance with Section 10A-3A-1.04.

(e) As used in this section, “related person” means: (i) the individual’s spouse; (ii) a child, stepchild, grandchild, parent, stepparent, grandparent, sibling, stepsibling, half sibling, aunt, uncle, niece, or nephew (or spouse of any such person) of the individual or of the individual’s spouse; (iii) a natural person living in the same home as the individual; (iv) an entity (other than the nonprofit corporation or an entity controlled by the nonprofit corporation) controlled by the individual or any person specified above in this definition; (v) a domestic or foreign (A) business or nonprofit corporation (other than the nonprofit corporation or an entity controlled by the nonprofit corporation) of which the individual is a director, (B) unincorporated entity of which the individual is a general partner or a member of the governing authority, or (C) individual, trust, or estate for whom or of which the individual is a trustee, guardian, personal representative, or like fiduciary; or (vi) a person that is, or an entity that is, controlled by, an employer of the individual.

(f) The certificate of incorporation may not contain any provision that would impose liability on a member or a director for the attorney’s fees or expenses of the nonprofit corporation or any other party in connection with an internal corporate claim, as defined in Section 10A-3A-2.07(d).

(g) The certificate of incorporation is 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.

(h) For purposes of subsection (b)(4) only, unless the certificate of incorporation otherwise provides, “officer” means an individual appointed or elected in accordance with Section 10A-3A-8.40 as (i) president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, secretary, controller, treasurer, or chief accounting officer of the nonprofit corporation and (ii) any officer of the nonprofit corporation designated by resolution of the board of directors as an “officer” for purposes of subsection (b)(4). The board of directors may from time to time by resolution determine that one or more of the officers designated in accordance with subsection (h)(ii) shall no longer be an “officer” for purposes of subsection (b)(4), but no such resolution shall be effective as to any such officer, or any act or omission of any such officer, prior to the adoption of such resolution.

(i) No provision in the certificate of incorporation pursuant to subsection (b)(4) shall eliminate or limit the liability of a director or officer for any act or omission occurring prior to the date when the provision in the certificate of incorporation becomes effective. Any amendment, repeal, or elimination of a provision in the certificate of incorporation pursuant to subsection (b)(4) shall not affect its application with respect to an act or omission by a director or officer occurring before the amendment, repeal, or elimination unless the provision in the certificate of incorporation provides otherwise at the time of the act or omission.
Ala. Code § 10A-9-8.01 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-8.01
Section 10A-9-8.01 Nonjudicial Dissolution
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-9C-1202 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1202
Section 10-9C-1202 Severability Clause
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-5A-5.02 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-5.02
Section 10A-5A-5.02 Transfer of Transferable Interest
Status: in_force

(a) A transfer, in whole or in part, of a transferable interest:

(1) is permissible;

(2)(A) does not by itself cause a member to cease to be a member of the limited liability company; and

(B) does not by itself cause a member to cease to be associated with a series of the limited liability company;

(3) does not by itself cause a dissolution and winding up of the limited liability company, or a series thereof; and

(4) subject to Section 10A-5A-5.04, does not entitle the transferee to:

(A) participate in the direction or oversight of the activities and affairs of the limited liability company, or a series thereof; or

(B) have access to records or other information concerning the activities and affairs of the limited liability company, or a series thereof.

(b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.

(c) A transferable interest may be evidenced by a certificate of transferable interest issued by the limited liability company, or a series thereof. A limited liability company agreement may provide for the transfer of the transferable interest represented by the certificate and make other provisions with respect to the certificate. No certificate of transferable interest shall be issued in bearer form.

(d) A limited liability company, or a series thereof, need not give effect to a transferee’s rights under this section until the limited liability company, or a series thereof, has notice of the transfer.

(e) Except as otherwise provided in Sections 10A-5A-6.02(d)(2), 10A-5A-6.02(k), and 10A-5A-6.02(l) when a member transfers a transferable interest, the transferor retains the rights of a member other than the right to distributions transferred and retains all duties and obligations of a member.

(f) When a member transfers a transferable interest to a person that is admitted as a member with respect to the transferred interest, the transferee is liable for the member’s obligations under Sections 10A-5A-4.04, 10A-5A-4.06(a)(2), and 10A-5A-4.06(b)(2) to the extent that the obligations are known to the transferee when the transferee voluntarily accepts admission as a member.

(g) Notwithstanding anything in Title 43 to the contrary, a limited liability company agreement may provide that a transferable interest may or shall be transferred in whole or in part, with or without consideration, to one or more persons at the death of the holder of the transferable interest. Any transferable interest transferred pursuant to this subsection shall be subject to any outstanding charging order under Section 10A-5A-5.03. This subsection does not limit the rights of creditors of holders of transferable interests against transferees under this chapter or other laws of this state.
Ala. Code § 10A-8-1.07 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-1.07
Section 10A-8-1.07 Law Governing Internal Relations
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-3-4.04 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-4.04
Section 10A-3-4.04 Restated Certificate of Formation
Status: in_force

(a) A domestic nonprofit corporation may at any time restate its certificate of formation as theretofore amended, in the following manner:

(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed restated certificate of formation and directing that they be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting.

(2) Written notice setting forth the proposed restated articles or a summary of the provisions thereof shall be given to each member entitled to vote thereon, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. If the meeting is an annual meeting, the proposed restated articles or a summary of the provisions thereof may be included in the notice of the annual meeting.

(3) At the meeting a vote of the members entitled to vote thereon shall be taken on the proposed restated articles, which shall be adopted upon receiving the affirmative vote of a majority of the votes entitled to be cast by members present or represented by proxy at the meeting.

(4) If there are no members, or no members entitled to vote thereon, or if the only amendments to the original certificate of formation or to the most recent restated certificate of formation are amendments that do not require member action under Section 10A-1-3.12(a), the proposed restated articles shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office.

(b) Upon the approval, a restated certificate of formation shall be executed for the nonprofit corporation by its president or vice president, and by its secretary or assistant secretary, and verified by one of the officers signing the articles, and shall set forth:

(1) The information required by Section 10A-1-3.05, as supplemented by Section 10A-3-3.02.

(2) A statement that the restated certificate of formation shall state that they correctly set forth the provisions of the certificate of formation as theretofore amended, that they have been duly adopted as required by law, and that they supersede the original certificate of formation and all amendments thereto.

(c) The restated certificate of formation shall be delivered to the Secretary of State for filing.

(d) Upon the filing of the restated certificate of formation, the restated certificate of formation shall become effective and shall supersede the original certificate of formation and all amendments thereto.
Ala. Code § 10A-5A-9.03 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-9.03
Section 10A-5A-9.03 Standing
Status: in_force

(a) A member may commence or maintain a derivative action in the right of the limited liability company only if the member:

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

(2) either:

(A) was a member of the limited liability company at the time of the act or omission of which the member complains; or

(B) whose status as a member devolved upon the person by operation of law or pursuant to the terms of the limited liability company agreement from a person who was a member at the time of the act or omission of which the member complains.

(b) A member associated with a series of a limited liability company may commence or maintain a derivative action in the right of the series only if the member:

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

(2) either:

(A) was associated with the series at the time of the act or omission of which the member complains; or

(B) whose status as a member associated with the series devolved upon the person by operation of law or pursuant to the terms of the limited liability company agreement from a person who was a member associated with the series at the time of the act or omission of which the member complains.
Ala. Code § 10A-4-1.03 — Alabama Code / Title 10A / Chapter 4 / Section 10A-4-1.03
Section 10A-4-1.03 Definitions
Status: in_force

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

(1) DISQUALIFIED PERSON. Any person who is not a qualified person.

(2) DOMESTIC PROFESSIONAL CORPORATION. A business professional corporation or nonprofit professional corporation organized pursuant to this chapter.

(3) FOREIGN PROFESSIONAL CORPORATION. A corporation or unincorporated association, for profit or nonprofit, organized for the purpose of rendering professional services under a law other than the law of this state .

(4) LICENSING AUTHORITY. As defined in Section 10A-1-1.03 .

(5) PROFESSIONAL SERVICE. As defined in Section 10A-1-1.03 .

(6) QUALIFIED PERSON. With respect to any domestic professional corporation:

a. An individual who is authorized by law of this state or of any qualified state to render a professional service permitted by the certificate of incorporation of the professional corporation;

b. A general partnership in which all the partners are qualified persons with respect to the professional corporation;

c. A professional corporation, domestic or foreign, in which all the stockholders are qualified persons with respect to the professional corporation; and

d. A limited liability company in which all the members are qualified persons with respect to the professional corporation.

“Qualified person” does not include any person during any period in which the person’s authorization to render professional services has been completely terminated or suspended.

(7) QUALIFIED STATE. Any state, other than this state , or territory of the United States or the District of Columbia which allows individuals authorized to render professional services in this state and not in the other state, or partnerships of the individuals, or domestic professional corporations or professional associations owned by the individuals to own stock in professional corporations or to be members of professional associations organized under its laws.
Ala. Code § 10-4-114 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-114
Section 10-4-114 Review of Decisions, Etc., by Commissioner of Insurance
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-1.05 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-1.05
Section 10A-9-1.05 Powers
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-9-5.09 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-5.09
Section 10A-9-5.09 Liability for Improper Distributions
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-2B-7.27 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-7.27
Section 10-2B-7.27 Greater Quorum or Voting Requirements
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8-2.01 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-2.01
Section 10A-8-2.01 Partnership as Entity
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10A-3A-7.24 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-7.24
Section 10A-3A-7.24 Quorum and Voting Requirements for Voting Groups
Status: in_force

(a) Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those votes exists with respect to that matter. Except as provided in the certificate of incorporation or bylaws, members representing a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

(b) Except as otherwise provided in the certificate of incorporation or bylaws, once a member is present or represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be fixed for that adjourned meeting.

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

(d) An amendment of the certificate of incorporation or bylaws adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or subsection (c) is governed by Section 10A-3A-7.26.

(e) If a meeting cannot be organized because a quorum is not present, those members present may adjourn the meeting to a time and place as they may determine. The certificate of incorporation or bylaws may provide that when a meeting that has been adjourned for lack of a quorum is reconvened, those members present, although less than a quorum as fixed in this section, the certificate of incorporation, or the bylaws, nonetheless constitute a quorum if the original notice of the meeting, or a notice of the adjourned meeting, states that those members who attend a meeting that has been adjourned for lack of a quorum will constitute a quorum even though they are less than a quorum.
Ala. Code § 10-13-2 — Alabama Code / Title 10 / Chapter 13 / Section 10-13-2
Section 10-13-2 Definitions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-8.04 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-8.04
Section 10A-20-8.04 Right to Set Up Unit Independent of Parent Corporation
Status: in_force

Whenever, as a result of action of the parent organization, any of its authoritative subdivisions, or its law-making body the majority group of any local organization shall determine that there has been a change of social policies, within the meaning of this section, or that any act, declaration, law, policy, social creed, or jurisdictional system of the parent organization is contrary to the basic intent, understanding, or basic assumption existing between the contributors, donors, or grantors of the fraternal property and the local organization or between the contributors, grantors, or donors and any trustee of property held for the benefit of the local organization or held by, or for, the use of the local organization subject to the trust clause and whenever a majority group shall find and determine that the act, declaration, or policy of the parent organization is not only contrary to the basic intent, understanding, or assumption, but that acquiescence therein would be contrary to the welfare of the local organization or the peace, order, friendliness, or goodwill within the membership of the local organization, be inconsistent with the effective and harmonious continuation of fraternal work, or involve the organization in public controversy, thereupon the majority group shall have the right, without sacrifice or loss of any title, interest, or matured equity or rights in property, funds, or benefits, to set up a local organization or unit independent of the authority of the parent organization, and the local organization or unit so set up shall be in corporate form as may be provided for under the laws of Alabama for the formation of fraternal or nonprofit charity corporations.
Ala. Code § 10-13-18 — Alabama Code / Title 10 / Chapter 13 / Section 10-13-18
Section 10-13-18 Nonliability of Shareholders for Obligations of Trust
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-4.22 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-4.22
Section 10A-1-4.22 Limitation on Correction of Filings
Status: in_force

A filing instrument may be corrected to contain only those statements that this title authorizes or requires to be included in the original instrument. A certificate of correction may not alter, add, or delete a statement that by its alteration, addition, or deletion would have caused the Secretary of State to determine the filing instrument did not conform to this title at the time of filing.
Ala. Code § 10A-3A-9.07 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-9.07
Section 10A-3A-9.07 Restated Certificate of Incorporation
Status: in_force

(a)(1) A membership nonprofit corporation’s board of directors may restate its certificate of incorporation at any time, without the approval of the members or any person or group of persons specified in the certificate of incorporation, to consolidate all amendments into a single document. Unless the certificate of incorporation of a membership nonprofit corporation provides otherwise, the restated certificate of incorporation may amend the certificate of incorporation with those amendments that the board of directors is permitted to adopt in accordance with Sections 10A-3A-9.02 and 10A-3A-9.03(g) without the approval of the members or any person or group of persons specified in the certificate of incorporation. Unless the certificate of incorporation of a membership nonprofit corporation provides otherwise, the restated certificate of incorporation of a membership nonprofit corporation may also amend the certificate of incorporation with those amendments that the member or any person or group of persons specified in the certificate of incorporation must approve in accordance with Sections 10A-3A-9.02, 10A-3A-9.03, 10A-3A-9.04, and 10A-3A-9.30.

(2) A nonmembership nonprofit corporation’s board of directors may restate its certificate of incorporation at any time without the approval of any person or group of persons specified in the certificate of incorporation to consolidate all amendments into a single document. Unless the certificate of incorporation of a nonmembership nonprofit corporation provides otherwise, the restated certificate of incorporation may amend the certificate of incorporation with those amendments that the board of directors is permitted to adopt in accordance with Section 10A-3A-9.05 without the approval of any person or group of persons specified in the certificate of incorporation. Unless the certificate of incorporation of a nonmembership nonprofit corporation provides otherwise, the restated certificate of incorporation of a nonmembership nonprofit corporation may also amend the certificate of incorporation with those amendments that any person or group of persons specified in the certificate of incorporation must approve in accordance with Sections 10A-3A-9.02, 10A-3A-9.05, and 10A-3A-9.30.

(b) If the restated certificate of incorporation includes one or more new amendments, the amendments must be adopted and approved as provided in (i) Section 10A-3A-9.02, (ii) Sections 10A-3A-9.03 and 10A-3A-9.04, or (iii) Section 10A-3A-9.05.

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

(1) the name of the nonprofit corporation;

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

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

(4) if a new amendment is included in the restated certificate of incorporation, the statements required under Section 10A-3A-9.06 with respect to the new amendment; and

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

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

(e) Unless the certificate of incorporation provides otherwise, a restated certificate of incorporation may omit the information that may be deleted pursuant to Section 10A-3A-9.03(g).
Ala. Code § 10A-9-12.02 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-12.02
Section 10A-9-12.02 Severability Clause
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-2A-9.12 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-9.12
Section 10A-2A-9.12 Action on a Plan of Conversion
Status: in_force

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

(a) The plan of conversion shall first be adopted by the board of directors.

(b) The plan of conversion shall then be approved by the stockholders. In submitting the plan of conversion to the stockholders for their approval, the board of directors must recommend that the stockholders approve the plan, unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make a recommendation, or (ii) Section 10A-2A-8.26 applies. If either (i) or (ii) applies, the board of directors shall inform the stockholders of the basis for its so proceeding.

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

(d) If the approval of the stockholders is to be given at a meeting, the corporation shall notify each stockholder, regardless of whether entitled to vote, of the meeting of stockholders at which the plan of conversion is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan of conversion and must contain or be accompanied by a copy or summary of the plan. The notice must include or be accompanied by a copy of the organizational documents of the converted organization which are to be in writing as they will be in effect immediately after the conversion.

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

(f) If as a result of the conversion one or more stockholders of the converting corporation would become subject to personal liability, approval of the plan of conversion shall require the signing in connection with the transaction, by each stockholder who would become subject to personal liability, of a separate written consent to become subject to personal liability.
Ala. Code § 10A-8-3.05 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-3.05
Section 10A-8-3.05 Partnership Liable for Partner’s Actionable Conduct
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-5A-8.02 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-8.02
Section 10A-5A-8.02 Death or Disqualification of Member
Status: in_force

(a) In the case of a limited liability company performing professional services, upon the death of a member, upon a member becoming a disqualified person, or upon a transferable interest being transferred by operation of law or court decree to a disqualified person, the transferable interest of the deceased member or of the disqualified person may be transferred to a qualified person and, if not so transferred, subject to Section 10A-5A-4.06, shall be purchased by the limited liability company as provided in this section.

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

(c) If the fair value of the transferable interest is agreed upon between the personal representative of the estate of the deceased member, the disqualified person, or the transferee, as the case may be, and the limited liability company, payment therefor shall be made within 90 days, or such other period as the parties may agree. Upon payment of the agreed value, the personal representative of the estate of the deceased member, the disqualified person, or the transferee, as the case may be, shall cease to have any interest in, or claim to, the transferable interest.

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

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

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

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

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

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

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

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

(h) This section shall not require a limited liability company to purchase a transferable interest of a disqualified person if the disqualification is for less than 12 months from the date of disqualification. A limited liability company may require the disqualified person to sell the disqualified person’s transferable interest to the limited liability company upon any disqualification.

(i) Any provision of a limited liability company agreement regarding the purchase or transfer of a transferable interest of a limited liability company performing professional services shall be specifically enforceable in the courts of Alabama.

(j) Nothing in this section shall prevent or relieve a limited liability company from paying pension benefits or other deferred compensation for services rendered to or on behalf of a former member as otherwise permitted by law.
Ala. Code § 10A-30-1.16 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-1.16
Section 10A-30-1.16 Distribution of Assets on Dissolution; Applicable to Professional Associations Formed Prior to January 1, 1984
Status: in_force

In the event of dissolution of a stock-type professional association, the board of governors, as trustees of the property of such professional association, shall apply the assets first to the payment of debts of the association and, secondly, to the holders of the stock as provided in the certificate of formation. In the event of dissolution of a nonstock-type association, the assets shall be distributed, or sold, and the net proceeds distributed first to the payment of debts of the association and, secondly, to or among the members of the association, as the certificate of formation shall provide.
Ala. Code § 10A-1-1.10 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-1.10
Section 10A-1-1.10 Reservation of Power
Status: in_force

The Alabama Legislature has power to amend or repeal all or any part of this title at any time, and all domestic or foreign entities subject to this title are governed by the amendment or repeal.
Ala. Code § 10A-3-2.42 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-2.42
Section 10A-3-2.42 Loans to Directors and Officers Prohibited
Status: in_force

No loans shall be made by a nonprofit corporation to its directors or officers. Any director or officer who assents to or participates in the making of any loan shall be liable to the nonprofit corporation for the amount of the loan until the repayment thereof.
Ala. Code § 10-2B-1.24 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-1.24
Section 10-2B-1.24 Correcting Filed Document
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-2.03 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-2.03
Section 10A-20-2.03 Independence of Church Corporations in Control of Real Property
Status: in_force

(a) Unless otherwise clearly stated in the deed or other instrument under which any church corporation organized under this article derives title or unless afterwards approved by a majority of the adult members of the congregation of the church at a meeting held after announcement from the pulpit of the church at least seven days from the date of the announcement, the church corporation, whether heretofore or hereafter organized and incorporated under this article, shall be, and shall remain, a distinct and independent church corporation free from the regulation and control of any higher church body, denomination, or other organization with which it is now, or hereafter, associated or affiliated insofar as the management, control, disposition, or alienation of its real property is concerned.

(b) The provisions of this section shall in nowise be construed as conferring on any church organized under this article greater power of control over its real property than it possessed prior to its passage nor shall this section be construed as diminishing in any respect the control or supervision of the real property of the church organized under this article exercised by any higher church body, denomination, or other organization prior to its passage.
Ala. Code § 10-4-144 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-144
Section 10-4-144 Occupational License Taxes
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-4.12 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-4.12
Section 10A-1-4.12 Time and Date of Effectiveness for Certain Filings; Time Zones
Status: in_force

(a) Except as otherwise provided by Section 10A-1-4.14, a filing instrument may take effect at a specified date and time after the time the instrument would otherwise take effect as provided by this title for the entity filing the instrument.

(b) If a filing instrument is to take effect on a specific date and time other than that provided by this title:

(1) the date may not be later than the 90th day after the date the instrument is delivered to the filing officer for filing;

(2) the specific time at which the instrument is to take effect may not be specified as “12:00 a.m.” or “12:00 p.m.”; and

(3) if a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than 90 days after the date the instrument is delivered to the filing officer for filing.

(c) If a filing instrument does not specify the time zone or the place at which a date or time, or both, is to be determined, the date or time, or both, at which it becomes effective shall be those prevailing at the place of filing in this state.
Ala. Code § 10A-8A-5.03 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-5.03
Section 10A-8A-5.03 Rights of Creditor of Partner or Transferee
Status: in_force

(a) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged and after the partnership has been served with the charging order, the judgment creditor has only the right to receive any distribution or distributions to which the judgment debtor would otherwise be entitled in respect of the transferable interest.

(b) The partnership, after being served with a charging order and its terms, shall be entitled to pay or deposit any distribution or distributions to which the judgment debtor would otherwise be entitled in respect of the charged transferable interest into the hands of the clerk of the court so issuing the charging order, and the payment or deposit shall discharge the partnership and the judgment debtor from liability for the amount so paid or deposited and any interest that might accrue thereon. Upon receipt of the payment or deposit, the clerk of the court shall notify the judgment creditor of the receipt of the payment or deposit. The judgment creditor, after any payment or deposit into the court, shall petition the court for payment of so much of the amount paid or deposited as is held by the court as may be necessary to pay the judgment creditor’s judgment. To the extent the court has excess amounts paid or deposited on hand after the payment to the judgment creditor, the excess amounts paid or deposited shall be distributed to the judgment debtor and the charging order shall be extinguished. The court, may in its discretion, order the clerk to deposit, pending the judgment creditor’s petition, any money paid or deposited with the clerk, in an interest bearing account at a bank authorized to receive deposits of public funds.

(c) A charging order constitutes a lien on the judgment debtor’s transferable interest.

(d) Subject to subsection (c):

(1) a judgment debtor that is a partner retains the rights of a partner and remains subject to all duties and obligations of a partner; and

(2) a judgment debtor that is a transferee retains the rights of a transferee and remains subject to all duties and obligations of a transferee.

(e) This chapter does not deprive any partner or transferee of the benefit of any exemption laws applicable to the partner’s or transferee’s transferable interest.

(f) This section provides the exclusive remedy by which a judgment creditor of a partner or transferee may satisfy a judgment out of the judgment debtor’s transferable interest and the judgment creditor shall have no right to foreclose, under this chapter or any other law, upon the charging order, the charging order lien, or the judgment debtor’s transferable interest. A judgment creditor of a partner or transferee shall have no right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of a partnership. Court orders for actions or requests for accounts and inquiries that the judgment debtor might have made are not available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor’s transferable interest and may not be ordered by a court.
Ala. Code § 10A-20-7.13 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-7.13
Section 10A-20-7.13 Taking of Security by Mortgage or Otherwise
Status: in_force

Notwithstanding the provisions of any other law of this state, now or hereinafter enacted, any corporation organized under this article shall be authorized to take and receive security by a mortgage, or otherwise, on property, real and personal.
Ala. Code § 10-9C-1109 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-1109
Section 10-9C-1109 Effect of Merger
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-8.55 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.55
Section 10A-2-8.55 Determination and Authorization of Indemnification
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 not indemnify a director under Section 10A-2-8.51 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in Section 10A-2-8.51.

(b) The determination shall be made:

(1) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;

(2) If a quorum cannot be obtained under subdivision (1), by majority vote of a committee duly designated by the board of directors, in which designation directors who are parties may participate, consisting solely of two or more directors not at the time parties to the proceeding;

(3) By special legal counsel;

(i) Selected by the board of directors or its committee in the manner prescribed in subdivision (1) or (2); or

(ii) If a quorum of the board of directors cannot be obtained under subdivision (1) and a committee cannot be designated under subdivision (2), selected by majority vote of the full board of directors, in which selection directors who are parties may participate; or

(4) By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination. A majority of the shares that are entitled to vote on the transaction by virtue of not being owned by or under the control of the directors constitutes a quorum for the purpose of taking action under this section.

(c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (b)(3) to select counsel.
Ala. Code § 10A-1-7.02 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-7.02
Section 10A-1-7.02 Foreign Entities Not Required to Register
Status: in_force

(a) A foreign entity not described by Section 10A-1-7.01 (c) may transact business in this state without registering under this chapter.

(b) Subsection (a) does not relieve a foreign entity from the duty to comply with applicable requirements under other law to file or register.

(c) A foreign entity is not required to register under this chapter if other law of this state or of federal law authorizes the foreign entity to transact the particular business authorized by law in this state.

(d) A foreign unincorporated nonprofit association is not required to register under this chapter.

(e) A foreign entity which is exempt from the requirements of Chapter 46 of Title 16, is not required to register under this chapter.
Ala. Code § 10A-2-8.50 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.50
Section 10A-2-8.50 Definitions
Status: reserved

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

In this division:

(1) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

(2) “Director” means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation’s request if his or her duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. “Director” includes, unless the context requires otherwise, the estate or personal representative of a director.

(3) “Expenses” include counsel fees.

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

(5) “Official capacity” means (i) when used with respect to a director, the office of director in a corporation; and (ii) when used with respect to an individual other than a director, as contemplated in Section 10A-2-8.56, the office in a corporation held by an officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. “Official capacity” does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise.

(6) “Party” includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding.

(7) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.
Ala. Code § 10A-20-7.05 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-7.05
Section 10A-20-7.05 Membership - Application; When Effective
Status: in_force

Any financial institution may request membership in the corporation by making application to the board of directors on the form in the manner as the board of directors may require, and membership shall become effective upon acceptance of the application by the board.
Ala. Code § 10-2B-6.03 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-6.03
Section 10-2B-6.03 Issued and Outstanding Shares
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-10.02 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-10.02
Section 10A-3A-10.02 Member Approval of Certain Dispositions in Membership Nonprofit Corporation
Status: in_force

(a) A sale, lease, exchange, or other disposition of assets, other than a disposition described in Section 10A-3A-10.01, requires approval of the membership nonprofit corporation’s members if the disposition would leave the membership nonprofit corporation without a significant continuing activity. A membership nonprofit corporation will conclusively be deemed to have retained a significant continuing activity if it retains an activity that represented, for the membership nonprofit corporation and its subsidiaries on a consolidated basis, at least (i) 25 percent of total assets at the end of the most recently completed fiscal year, and (ii) either 25 percent of either income from continuing operations before taxes or 25 percent of revenues from continuing operations, in each case for the most recently completed fiscal year.

(b) To obtain the approval of the members under subsection (a), the board of directors shall first adopt a resolution authorizing the disposition. The disposition shall then be approved by the members. In submitting the disposition to the members for approval, the board of directors shall recommend that the members approve the disposition, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make a recommendation, in which case the board of directors must inform the members of the basis for that determination.

(c) The board of directors may set conditions for the approval by the members of a disposition or the effectiveness of the disposition.

(d) If a disposition is required to be approved by the members under subsection (a), and if the approval is to be given at a meeting, the membership nonprofit corporation shall notify each member entitled to vote on the matter of the meeting of members at which the disposition is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the disposition and must contain a description of the disposition, including the terms and conditions of the disposition and the consideration to be received by the membership nonprofit corporation.

(e) Unless the certificate of incorporation, bylaws, or the board of directors acting pursuant to subsection (c) requires a greater vote or a greater quorum, the approval of a disposition by the members shall require the approval of the members at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the disposition.

(f) After a disposition has been approved by the members under this Article 10, and at any time before the disposition has been consummated, it may be abandoned by the membership nonprofit corporation without action by the members, subject to any contractual rights of other parties to the disposition.

(g) A disposition of assets in the course of dissolution under Article 11 is not governed by this section.

(h) For purposes of this section only, the property and assets of the membership nonprofit corporation include the property and assets of any subsidiary of the membership nonprofit corporation. As used in this subsection, “subsidiary” means any entity wholly owned and controlled, directly or indirectly, by the membership nonprofit corporation and includes, without limitation, nonprofit corporations, business corporations, partnerships (including limited liability partnerships), limited partnerships (including limited liability limited partnerships), limited liability companies, and/or statutory trusts, whether domestic or foreign.

(i) In addition to the approval of a disposition of assets by the board of directors and members as required by this section, the disposition must also be approved in writing by a person or group of persons whose approval is required under the certificate of incorporation in accordance with Section 10A-3A-10.04.
Ala. Code § 10A-1-7.33 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-7.33
Section 10A-1-7.33 Obligations and Liabilities
Status: reserved

Repealed by Act 2018-125, §7, effective January 1, 2019.
Ala. Code § 10A-5A-4.07 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-4.07
Section 10A-5A-4.07 Direction and Oversight of the Limited Liability Company
Status: in_force

(a) The limited liability company agreement of a limited liability company may provide that the activities and affairs of the limited liability company shall be under the direction, and subject to the oversight, of: (1) its members; (2) one or more managers; or (3) such other governance structure as provided in the limited liability company agreement. The limited liability company agreement of a limited liability company may provide that the activities and affairs of a series shall be under the direction, and subject to the oversight, of: (1) the members associated with that series; (2) one or more managers; or (3) such other governance structure as provided in the limited liability company agreement.

(b) If the limited liability company agreement does not specify who shall direct and oversee the activities and affairs of the limited liability company or a series thereof:

(1)(A) The activities and affairs of the limited liability company shall be under the direction, and subject to the oversight, of its members.

(B) The activities and affairs of a series shall be under the direction, and subject to the oversight, of the members associated with the series.

(C) Subsection (b)(1)(A) shall not apply to the activities and affairs of a series.

(2)(A) Except as provided in subsection (b)(3), a matter in the ordinary course of activities and affairs of the limited liability company may be decided by a majority of the members.

(B) Except as provided in subsection (b)(3), a matter in the ordinary course of activities and affairs of a series may be decided by a majority of the members associated with the series.

(C) Subsection (b)(2)(A) shall not apply to matters of a series.

(3)(A) The consent of all members is required to:

(i) amend the limited liability company agreement;

(ii) file a petition of the limited liability company for relief under Title 11 of the United States Code, or a successor statute of general application, or a comparable federal, state, or foreign law governing insolvency;

(iii) undertake any act outside the ordinary course of the limited liability company’s activities and affairs; and

(iv) undertake, authorize, or approve any other act or matter for which this chapter requires the consent of all members.

(B) The consent of all members associated with a series is required to:

(i) undertake any act outside the ordinary course of the series’ activities and affairs; and

(ii) undertake, authorize, or approve any other act or matter for which this chapter requires the consent of all the members associated with a series.

(c) Any matter requiring the consent of members may be decided without a meeting, and a member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing writing, personally or by the member’s agent.

(d) This chapter does not entitle a member to remuneration for services performed for a limited liability company, except for reasonable compensation for services rendered in winding up the activities and affairs of the limited liability company.
Ala. Code § 10-2B-10.03 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-10.03
Section 10-2B-10.03 Amendment by Board of Directors and Shareholders
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9-3.03 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-3.03
Section 10A-9-3.03 Liability to Third Parties
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10-9C-106 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-106
Section 10-9C-106 Governing Law
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-63 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-63
Section 10-9A-63 Contributions by a General Partner
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-2-7.27 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-7.27
Section 10A-2-7.27 Greater Quorum or Voting Requirements
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 may provide for a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by this title or this chapter.

(b) An amendment to the articles of incorporation that adds, changes, or deletes a greater 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 § 10-8A-1009 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-1009
Section 10-8A-1009 Applicability of Article to Foreign and Interstate Commerce
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-5.21 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.21
Section 10A-1-5.21 Application by Certain Entities for Registration of Name
Status: reserved

Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.
Ala. Code § 10A-2-8.60 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.60
Section 10A-2-8.60 Definitions
Status: reserved

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

In this division:

(1) “Conflicting interest” with respect to a corporation means the interest a director of the corporation has respecting a transaction effected or proposed to be effected by the corporation, or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest, if:

(i) Whether or not the transaction is brought before the board of directors of the corporation for action, the director knows at the time of commitment that he or she or a related person is a party to the transaction or has a beneficial interest in or so closely linked to the transaction and of the financial significance to the director or a related person that the interest would reasonably be expected to exert an influence on the director’s judgement if the director were called upon to vote on the transaction; or

(ii) The transaction is brought, or is of the character and significance to the corporation that it would in the normal course be brought, before the board of directors of the corporation for action, and the director knows at the time of commitment that any of the following persons is either a party to the transaction or has a beneficial financial interest in or so closely linked to the transaction and of such financial significance to the person that the interest would reasonably be expected to exert an influence on the director’s judgment if the director were called upon to vote on the transaction: (A) an entity, other than the corporation, of which the director is a director, general partner, agent, or employee; (B) a person that controls one or more of the entities specified in subclause (A) or an entity that is controlled by, or is under common control with, one or more of the entities specified in subclause (A); or (C) an individual who is a general partner, principal, or employer of the director.

(2) “Director’s conflicting interest transaction” with respect to a corporation means a transaction effected or proposed to be effected by the corporation, or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest, respecting which a director of the corporation has a conflicting interest.

(3) “Related person” of a director means (i) the spouse, or a parent or sibling thereof, of the director, or a child, grandchild, sibling, parent, or spouse of any thereof, of the director, or an individual having the same home as the director, or a trust or estate of which an individual specified in this clause (i) is a substantial beneficiary; or (ii) a trust, estate, incompetent, conservatee, or minor of which the director is a fiduciary.

(4) “Required disclosure” means disclosure by the director who has a conflicting interest of (i) the existence and nature of his or her conflicting interest, and (ii) all facts known to him or her respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction.

(5) “Time of commitment” respecting a transaction means the time when the transaction is consummated or, if made pursuant to contract, the time when the corporation, or its subsidiary or the entity in which it has a controlling interest, becomes contractually obligated so that its unilateral withdrawal from the transaction would entail significant loss, liability, or other damage.
Ala. Code § 10A-2-8.61 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.61
Section 10A-2-8.61 Judicial 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) A transaction effected or proposed to be effected by a corporation, or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest, that is not a director’s conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because a director of the corporation, or any person with whom or which he or she has a personal, economic, or other association, has an interest in the transaction.

(b) A director’s conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because the director, or any person with whom or which he or she has a personal, economic, or other association, has an interest in the transaction, if:

(1) Director’s action respecting the transaction was at any time taken in compliance with Section 10A-2-8.62; or

(2) Shareholders’ action respecting the transaction was at any time taken in compliance with Section 10A-2-8.63; or

(3) The transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation.
Ala. Code § 10A-3-2.31 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-2.31
Section 10A-3-2.31 Bylaws
Status: in_force

The initial bylaws of a nonprofit corporation shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors, unless otherwise provided in the governing documents of the nonprofit corporation. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the certificate of formation.
Ala. Code § 10-4-101 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-101
Section 10-4-101 Incorporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-8A-301 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-301
Section 10-8A-301 Partner Agent of Partnership
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-133 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-133
Section 10-4-133 Powers of Corporation
Status: reserved

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

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9A-43 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-43
Section 10-9A-43 Person Erroneously Believing Himself Limited Partner
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-9A-1.13 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-1.13
Section 10A-9A-1.13 Dual Capacity
Status: in_force

A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners.
Ala. Code § 10A-2A-17.06 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-17.06
Section 10A-2A-17.06 Rights of Action
Status: in_force

(a) Except in a proceeding authorized under Section 10A-2A-17.05(c) or this section, no person other than the corporation, or a stockholder in the right of the corporation pursuant to subsection (b), may bring an action or assert a claim with respect to the violation of any duty applicable to a benefit corporation or any of its directors under this article.

(b) Except for a proceeding brought under Section 10A-2A-17.05(c), a proceeding by a stockholder of a benefit corporation claiming violation of any duty applicable to a benefit corporation or any of its directors under this article:

(1) must be brought in a derivative proceeding pursuant to Division D of Article 7 of this chapter; and

(2) may be brought only by a stockholder of the benefit corporation that at the time of the act or omission complained of either individually, or together with other stockholders bringing such action collectively, owned directly or indirectly at least five percent of a class of the corporation’s outstanding stock or, in the case of a corporation with stock traded on an organized market as described in Section 10A-2A-13.02(b)(1)(i), either that percentage of shares of stock or shares of stock with a market value of at least $5 million at the time the proceeding is commenced.

(c) A suit under subsection (b) may not be maintained if, during the pendency of the suit, the stockholder individually fails, or the stockholders collectively fail, to continue to own directly or indirectly the lesser of (i) the number of shares of stock at the time the proceeding is commenced, (ii) a number of shares of stock representing five percent of a class of the corporation’s stock, or (iii) a number of shares of stock with a market value of at least $5 million.
Ala. Code § 10A-5A-5.04 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-5.04
Section 10A-5A-5.04 Power of Personal Representative of Deceased Member
Status: in_force

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

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

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

(2) exercise the rights of a transferee under Section 10A-5A-5.02; and

(3) for purposes of settling the estate, exercise the rights of a current member under Section 10A-5A-4.09; and

(b) for the period of time that the deceased member’s personal representative or other legal representative does not hold the deceased member’s transferable interest, for purposes of settling the estate, exercise the rights of a dissociated member under Section 10A-5A-4.09.
Ala. Code § 10A-9-11.01 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-11.01
Section 10A-9-11.01 Definitions
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-8A-5.02 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-5.02
Section 10A-8A-5.02 Transfer of Partner’s Transferable Interest. (Amended by 2026-495)
Status: in_force

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

(a) A transfer, in whole or in part, of a partner’s transferable interest:

(1) is permissible;

(2) does not by itself cause the partner’s dissociation;

(3) does not by itself cause a dissolution and winding up of the partnership; and

(4) subject to Section 10A-8A-5.05, does not entitle the transferee to:

(A) participate in the management or conduct of the partnership’s business or not for profit activity; or

(B) except as otherwise provided in subsection (d), have access to required information, records, or other information concerning the partnership’s business or not for profit activity.

(b) A transferee has a right:

(1) to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;

(2) to receive upon the dissolution and winding up of the partnership, in accordance with the transfer, the net amount otherwise distributable to the transferor; and

(3) to seek under Section 10A-8A-8.01(5) a judicial determination that it is equitable to wind up the partnership business or not for profit activity.

(c) A transferable interest may be evidenced by a certificate of transferable interest issued by the partnership. A partnership agreement may provide for the transfer of the transferable interest represented by the certificate and make other provisions with respect to the certificate. No certificate of transferable interest shall be issued in bearer form.

(d) In a dissolution and winding up, a transferee is entitled to an account of the partnership’s transactions only from the date of dissolution.

(e) Except as otherwise provided in Sections 10A-8A-6.01(4), 10A-8A-6.01(11), and 10A-8A-6.01(12), when a partner transfers a transferable interest, the transferor retains the rights of a partner other than the right to distributions transferred and retains all duties and obligations of a partner.

(f) A partnership need not give effect to a transferee’s rights under this section until the partnership has notice of the transfer.

(g) When a partner transfers a transferable interest to a person that is admitted as a partner with respect to the transferred interest, the transferee is liable for the partner’s obligations under Sections 10A-8A-4.04 and 10A-8A-4.09 to the extent that the obligations are known to the transferee when the transferee voluntarily accepts admission as a partner.

(h) Notwithstanding anything in Title 43 to the contrary, a partnership agreement may provide that a transferable interest may or shall be transferred in whole or in part, with or without consideration, to one or more persons at the death of the holder of the transferable interest. Any transferable interest transferred pursuant to this subsection shall be subject to any outstanding charging order under Section 10A-8A-5.03. This subsection does not limit the rights of creditors of holders of transferable interests against transferees under this chapter or other laws of this state.
Ala. Code § 10-8A-202 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-202
Section 10-8A-202 Formation of Partnership
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8A-1.11 — Alabama Code / Title 10A / Chapter 8A / Section 10A-8A-1.11
Section 10A-8A-1.11 Required Information
Status: in_force

A partnership shall maintain the following information:

(1) A current list of the full name and last known street and mailing address of each partner, in alphabetical order.

(2) Copies of any filed statement.

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

(4) Copies of the then effective partnership agreement and any amendment thereto, in each case to the extent made in a writing.

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

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

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

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

(C) any events upon the happening of which the partnership is to be dissolved and its business or not for profit activity wound up.
Ala. Code § 10A-1-8.04 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-8.04
Section 10A-1-8.04 Merger with or Conversion from a Foreign Entity
Status: in_force

(a) One or more foreign entities may merge with one or more domestic entities in accordance with Section 10A-1-8.02, and a foreign entity may convert to a domestic entity, or a domestic entity may convert to a foreign entity in accordance with Section 10A-1-8.01 only if:

(1) The merger or conversion is permitted by the law of the state or country under whose law each foreign entity is formed and each foreign entity complies with that law in effecting the merger or conversion.

(2) In the case of a conversion, the foreign entity complies with the requirements of Section 10A-1-8.01.

(3) In the case of a merger, the foreign entity complies with the requirements of Section 10A-1-8.02.

(b) Upon the merger or conversion taking effect, the surviving foreign entity of a merger and the foreign converted entity in a conversion is deemed:

(1) To consent that service of process in a proceeding to enforce any obligation or any appraisal or dissenter’s rights of owners of each domestic entity a party to the merger or conversion may be made by registered mail addressed to the surviving or converted entity at the address set forth in the statement of merger or statement of conversion, as the case may be, or by any method provided by the Alabama Rules of Civil Procedure. Any notice or demand required or permitted by law to be served on the domestic entity may be served on the surviving or converted foreign entity by registered mail addressed to the surviving or converted entity at the address set forth in the plan of merger or statement of conversion, as the case may be, or in any other manner similar to the procedure provided by the Alabama Rules of Civil Procedure for the service of process;

(2) To consent to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which a converting or merging entity is liable if, before the conversion or merger, the converting or merging entity was subject to suit in this state on the debt, obligation, or other liability. If the foreign entity 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 foreign entity 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; and

(3) To agree that it will promptly pay to dissenting owners with appraisal or dissenter’s rights, of each domestic entity that is a party to the merger or conversion the amount, if any, to which they are entitled under Alabama law.
Ala. Code § 10-9A-102 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-102
Section 10-9A-102 Withdrawal of Limited Partner
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-3A-1.22 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-1.22
Section 10A-3A-1.22 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-3A-1.23, stating:

(1) the defective corporate action to be ratified and, if the defective corporate action involved the issuance of a putative membership interest, the number and types of putative membership interests 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 nonprofit corporation under Section 10A-3A-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 nonprofit corporation as the initial board of directors of the nonprofit corporation;

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

(3) that the ratification of the election of the 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 a membership nonprofit corporation is a party in effect at the time action under subsection (a) is taken requires member approval or would have required member 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 members for approval in accordance with Section 10A-3A-1.23.

(d) If the certificate of incorporation of a nonprofit corporation in effect at the time action under subsection (a) is taken requires the approval of a person or group of persons specified in the certificate of incorporation or would have required approval of that person or group of persons 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 that person or group of persons for approval in accordance with Section 10A-3A-1.23.

(e) 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 in accordance with subsection (c) or subsection (d), the board of directors may abandon the ratification at any time before the validation effective time without further action of the members, if any, or the person or group of persons, if any, specified in the certificate of incorporation.
Ala. Code § 10A-1-5.02 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.02
Section 10A-1-5.02 Unauthorized Purpose in Name Prohibited
Status: in_force

A domestic entity, and a foreign filing entity with registration under Article 7, may not have a name that contains any word phrase that indicates or implies that the entity is engaged in a business that the entity is not authorized by law to pursue.
Ala. Code § 10-2B-8.24 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-8.24
Section 10-2B-8.24 Quorum and Voting
Status: reserved

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

(a) A court, public office, or official body shall accept a certificate issued as provided by this title by the filing officer or a copy of a filing instrument accepted by the filing officer for filing as provided by this title that is certified by the filing officer as prima facie evidence of the facts stated in the certificate or instrument.

(b) A court, public office, or official body may record a certificate or certified copy described by subsection (a).

(c) A court, public office, or official body shall accept a certificate issued under an official seal by the filing officer as to the existence or nonexistence of facts that relate to an entity that would not appear from a certified copy of a filing instrument as prima facie evidence of the existence or nonexistence of the facts stated in the certificate.
Ala. Code § 10A-20-7.20 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-7.20
Section 10A-20-7.20 Amendment of Certificate of Formation
Status: in_force

(a) The certificate of formation may be amended by the votes of the stockholders and the members of the corporation, voting separately by classes, and the amendments shall require approval by the affirmative vote of two thirds of the votes to which the stockholders shall be entitled and two thirds of the votes to which the members shall be entitled; provided, that no amendment of the certificate of formation which is inconsistent with the general purposes expressed in this article, which authorizes any additional class of capital stock to be issued or which eliminates or curtails the right of the state Comptroller to examine the corporation or the obligation of the corporation to make reports as provided in Section 10A-20-7.18 shall be made; and provided further, that no amendment of the certificate of formation which increases the obligation of a member to make loans to the corporation, makes any change in the principal amount, interest rate, maturity date, in the security or credit position of any outstanding loan of a member to the corporation, affects a member’s right to withdraw from membership as provided in this article, or affects a member’s voting rights as provided in this article shall be made without the consent of each member affected by the amendment.

(b) Within 30 days after any meeting at which an amendment of the certificate of formation has been adopted, a certificate of amendment signed and sworn to by the president, treasurer, and a majority of the directors, setting forth the amendment and due adoption thereof, together with the filing fee prescribed by Section 10A-1-4.31 payable to the Secretary of State in connection with filing an amendment to a certificate of formation, shall be submitted to the Secretary of State who shall examine them and, if he or she finds that they conform to the requirements of this article, shall so certify and endorse his or her approval thereon. Thereupon, the certificate of amendment shall be filed in the office of the Secretary of State, and no such amendment shall take effect until the certificate of amendment has been filed.
Ala. Code § 10-9C-506 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-506
Section 10-9C-506 Distribution in Kind
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-5.18 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.18
Section 10A-1-5.18 Name at Time of Revocation and Reinstatement
Status: in_force

If an entity is listed in the Secretary of State’s records as an entity that has been dissolved, then if that entity is reinstated in accordance with this chapter or the chapter that governs the dissolved entity, the name of that entity following revocation and reinstatement shall be that entity’s name at the time of revocation and reinstatement if that entity’s name complies with this article at the time of revocation and reinstatement. If that entity’s name does not comply with this article, the name of that entity following revocation and reinstatement shall be that entity’s name followed by the word “reinstated.”
Ala. Code § 10A-16-1.02 — Alabama Code / Title 10A / Chapter 16 / Section 10A-16-1.02
Section 10A-16-1.02 Establishment; Lawful Purposes
Status: in_force

A business trust may be established by a declaration of trust, duly executed by one or more trustees, for any lawful purpose including, but not limited to, acquiring, managing, improving, leasing, dealing in, selling, or otherwise alienating, mortgaging, or otherwise incumbering real and personal property of all kinds and descriptions, including dealing in, purchasing, holding, selling, and exchanging stocks, bonds, mortgages, deeds of trust, and other securities of all kinds and descriptions; receiving the income, dividends, rents, profits, and returns therefrom, and investing the same or distributing the same to the beneficial owners of the trust in accordance with the terms of the declaration of trust.
Ala. Code § 10A-1-4.11 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-4.11
Section 10A-1-4.11 General Rule
Status: in_force

A filing instrument submitted to the filing officer takes effect on the date and time of the actual receipt by the filing officer, except as permitted by Section 10A-1-4.12 or as provided by the provisions of this title which apply to the entity making the filing or other law.
Ala. Code § 10-2A-305 — Alabama Code / Title 10 / Chapter 2A / Section 10-2A-305
Section 10-2A-305 Issuance or Transfer of Shares of a Close Corporation in Breach of Qualifying Conditions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-1.02 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-1.02
Section 10A-3A-1.02 Chapter Definitions
Status: in_force

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

(1) CERTIFICATE OF INCORPORATION means the certificate of incorporation described in Section 10A-3A-2.02, all amendments to the certificate of incorporation, and any other documents permitted or required to be delivered for filing by a nonprofit corporation with the Secretary of State under this chapter or Chapter 1 that modify, amend, supplement, restate, or replace the certificate of incorporation. After the filing of a filing instrument under this chapter or Chapter 1 that restates or amends and restates the certificate of incorporation in its entirety, the certificate of incorporation shall not include any prior documents , but the original date of incorporation shall remain unchanged . When used with respect to a nonprofit corporation incorporated and existing on December 31, 2023, under a predecessor law of this state, the term “certificate of incorporation” means articles of incorporation, charter, or similar incorporating document, and all amendments and restatements to the articles of incorporation, charter, or similar incorporating document. When used with respect to a foreign nonprofit corporation, a business corporation, or a foreign business corporation, the “certificate of incorporation” of that entity means the document of that entity that is equivalent to the certificate of incorporation of a corporation. The term “certificate of incorporation” as used in this chapter is synonymous to the term certificate of formation used in Chapter 1.

(2) BOARD or BOARD OF DIRECTORS means the group of individuals responsible for the management or direction, and oversight, of the activities and affairs of the nonprofit corporation, regardless of the name used to refer to the group or other persons authorized to perform the functions of the board of directors.

(3) BUSINESS CORPORATION, except in the phrase foreign business corporation, means an entity incorporated or existing under the Alabama Business Corporation Law.

(4) BYLAWS means the code or codes of rules (other than the certificate of incorporation) adopted for the regulation or management of the affairs of the nonprofit corporation, regardless of the name or names by which the rules are designated.

(5) DELIVER or DELIVERY means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with Section 10A-3A-1.03, by electronic transmission.

(6) DIRECTOR means an individual designated, elected, or appointed, by that or any other name or title, to act as a member of the board of directors, while the individual is holding that position.

(7) DISTRIBUTION means a direct or indirect transfer of cash or other property from a nonprofit corporation to a member, director, or officer of that nonprofit corporation in that person’s capacity as a member, director, or officer, but does not mean payments or benefits made in accordance with Section 10A-3A-6.41.

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

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

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

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

(12) EMPLOYEE does not include an individual serving as an officer or director who is not otherwise employed by the nonprofit corporation.

(13) ENTITLED TO VOTE means entitled to vote on the matter under consideration pursuant to the certificate of incorporation or bylaws of the nonprofit corporation, or applicable provisions of this chapter or Chapter 1.

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

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

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

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

(18) FOREIGN UNINCORPORATED ENTITY means an unincorporated entity whose internal affairs are governed by the law of a jurisdiction other than this state.

(19) FUNDAMENTAL TRANSACTION means an amendment of the certificate of incorporation, an amendment to the bylaws, a merger, a conversion, a sale of all or substantially all of the assets, or the dissolution of a nonprofit corporation.

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

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

(22) INTEREST means:

(a) a share;

(b) a membership or membership interests; or

(c) either or both of the following rights under the governing statute governing an organization other than a nonprofit corporation, foreign nonprofit corporation, business corporation, or foreign business corporation:

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

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

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

(24) KNOWLEDGE is determined as follows:

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

(1) has actual knowledge of it; or

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

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

(1) knows of it;

(2) receives notification of it in accordance with Section 10A-3A-1.03;

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

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

(c) A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course in accordance with Section 10A-3A-1.03, whether or not the other person knows the fact.

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

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

(2) dissolution, 90 days after a certificate of dissolution under Section 10A-3A-11.05 becomes effective;

(3) conversion or merger under Article 13 or Article 12, 90 days after a statement of conversion or statement of merger becomes effective;

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

(5) revocation of dissolution and reinstatement, 90 days after certificate of revocation of dissolution and reinstatement under Section 10A-3A-11.06 becomes effective.

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

(f) The date and time of the effectiveness of a notice delivered in accordance with Section 10A-3A-1.03, is determined by Section 10A-3A-1.03.

(25) MEANS denotes an exhaustive definition.

(26) MEMBER means a person in whose name a membership is registered on the records of the membership nonprofit corporation and who has the right to (i) select or vote for the election of directors or (ii) vote on any type of fundamental transaction.

(27) MEMBERSHIP or MEMBERSHIP INTERESTS means the rights and any obligations of a member in a membership nonprofit corporation or a foreign membership nonprofit corporation.

(28) MEMBERSHIP NONPROFIT CORPORATION means, except as provided in Section 10A-3A-14.01(c)(1), a nonprofit corporation whose certificate of incorporation provides that it will have members.

(29) NONMEMBERSHIP NONPROFIT CORPORATION means a nonprofit corporation whose certificate of incorporation provides that it will not have members.

(30) NONPROFIT CORPORATION, except in the phrase foreign nonprofit corporation, means a nonprofit corporation incorporated under or existing under this chapter.

(31) ORGANIZATIONAL DOCUMENTS means the public organic record and private organizational documents of a nonprofit corporation, foreign nonprofit corporation, business corporation, foreign business corporation, or other organization.

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

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

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

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

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

(37) SECRETARY means the corporate officer to whom the certificate of incorporation, bylaws, or board of directors has delegated responsibility under Section 10A-3A-8.40(c) to maintain the minutes of the meetings of the board of directors, committees, and the members, and for authenticating records of the nonprofit corporation.

(38) SHARES means the units into which the proprietary interests in a domestic or foreign business corporation are divided.

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

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

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

(42) VOTE, VOTING, or CASTING A VOTE includes the giving of consent in writing without a meeting. The term does not include either recording the fact of abstention or failing to vote for a candidate or for approval or disapproval of a matter, whether or not the person entitled to vote characterizes that conduct as voting or casting a vote.

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

(44) VOTING POWER means the current power to vote in the election of directors, or to vote on approval of any type of fundamental transaction.
Ala. Code § 10A-2A-8.32 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.32
Section 10A-2A-8.32 Directors’ Liability for Unlawful Distributions
Status: in_force

(a) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to Section 10A-2A-6.40(a) or Section 10A-2A-14.08(a) is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating Section 10A-2A-6.40(a) or Section 10A-2A-14.08(a) if the party asserting liability establishes that when taking the action the director did not comply with Section 10A-2A-8.30.

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

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

(2) recoupment from each stockholder of the pro-rata portion of the amount of the unlawful distribution the stockholder accepted, knowing the distribution was made in violation of Section 10A-2A-6.40(a) or Section 10A-2A-14.08(a).

(c) A proceeding to enforce:

(1) the liability of a director under subsection (a) is barred unless it is commenced within two years after the date (i) on which the effect of the distribution was measured under Section 10A-2A-6.40(e) or (g), (ii) as of which the violation of Section 10A-2A-6.40(a) occurred as the consequence of disregard of a restriction in the certificate of incorporation, or (iii) on which the distribution of assets to stockholders under Section 10A-2A-14.08(a) was made; or

(2) contribution or recoupment under subsection (b) is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection (a).
Ala. Code § 10-4-178 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-178
Section 10-4-178 Averments as to Loans from Parent Organization; Judgment to Provide for Repayment and Lien for Unsecured Loans
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2-16.20 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-16.20
Section 10A-2-16.20 Financial Statements for Shareholders
Status: reserved

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

(a) A corporation shall furnish its annual financial statements to each shareholder who requests a statement, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders’ equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis. If the financial statements for the corporation are not prepared on the basis of generally accepted accounting principles, the annual financial statements furnished shareholders may be prepared either on the same basis used by the corporation for filing its United States income tax returns or as required by appropriate regulatory agencies.

(b) If the annual financial statements are reported upon by a public accountant or certified public accountant, his or her report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation’s accounting records:

(1) Stating his or her reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and

(2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

(c) A corporation shall mail or deliver by electronic transmission the annual financial statements to each shareholder who requests a statement within 120 days after the close of each fiscal year. Thereafter, on written request from a shareholder who was not mailed the statements, the corporation shall mail or deliver by electronic transmission him or her the latest annual financial statements.
Ala. Code § 10A-1-2.14 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-2.14
Section 10A-1-2.14 Stated Powers in Division Sufficient
Status: in_force

A domestic entity is not required to state in its governing documents any of the powers provided to the entity by this division.
Ala. Code § 10A-3-2.32 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-2.32
Section 10A-3-2.32 Books and Records
Status: in_force

Each nonprofit corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office in Alabama a record of the names and addresses of its members entitled to vote, directors and officers. All books and records of a nonprofit corporation may be inspected by any member, director or officer, or his or her agent or attorney, for any proper purpose at any reasonable time.
Ala. Code § 10A-2A-9.13 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-9.13
Section 10A-2A-9.13 Statement of Conversion; Effectiveness
Status: in_force

(a) After a plan of conversion is approved:

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

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

(B) 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 the certificate of formation and amendments are filed;

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

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

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

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

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

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

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

(J) if the converted organization is a foreign organization not authorized to conduct activities and affairs in this state, the street and mailing address of an office for the purposes of Section 10A-2A-9.15(b); and

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

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

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

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

(b) A conversion becomes effective:

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

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

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

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

(e) If the converting organization is required to deliver for filing a statement of conversion and a certificate of formation 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 corporation, then, except for certified copies of the statement of conversion 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 delivered for filing to 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 with the judge of probate shall evidence chain of title, but lack of filing shall not affect the converted organization’s title to such real property.

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

(j) The filing fees for a statement of conversion shall be as set forth in Chapter 1.
Ala. Code § 10-9C-807 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-807
Section 10-9C-807 Other Claims Against Dissolved Limited Partnership
Status: reserved

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

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

(a) An officer may resign at any time by giving notice to the corporation. A resignation is effective when the notice is given unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.

(b) A board of directors may remove any officer at any time with or without cause.
Ala. Code § 10A-5A-1.07 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-1.07
Section 10A-5A-1.07 Application of Partnership Provisions to Limited Liability Companies; Classification for Federal Income Tax Purposes
Status: in_force

Subject to Section 10A-5A-3.01:

(a) The terms “partnership” and “limited partnership,” when used in any chapter or title other than the Alabama Limited Liability Company Law of 2014, the Alabama General Partnership Law, and the Alabama Limited Partnership Law, and any successors of those laws, include a limited liability company organized under this chapter, unless the context requires otherwise.

(b) Notwithstanding subsection (a), for purposes of taxation, other than Chapter 14A of Title 40, a limited liability company or foreign limited liability company shall be treated as a partnership unless it is classified otherwise for federal income tax purposes, in which case it shall be classified in the same manner as it is for federal income tax purposes.
Ala. Code § 10A-3-2.41 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-2.41
Section 10A-3-2.41 Shares of Stock and Dividends Prohibited; Compensation and Benefits Permitted
Status: in_force

A nonprofit corporation shall not have or issue shares of stock. No dividend shall be paid and no part of the income or profit of a nonprofit corporation shall be distributed to its members, directors or officers. A nonprofit corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes, and upon dissolution or final liquidation may make distributions to its members as permitted by this chapter, and no payment, benefit, or distribution shall be deemed to be a dividend or a distribution of income or profit.
Ala. Code § 10-9C-305 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-305
Section 10-9C-305 Limited Duties of Limited Partners
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8-7.05 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-7.05
Section 10A-8-7.05 Continued Use of Partnership Name
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-17-2.08 — Alabama Code / Title 10A / Chapter 17 / Section 10A-17-2.08
Section 10A-17-2.08
Status: in_force

(a) A decentralized unincorporated nonprofit association, in its own name, may institute, defend, intervene, or participate in a judicial, administrative, or other governmental proceeding or in an arbitration, mediation, or any other form of alternative dispute resolution.

(b) A decentralized unincorporated nonprofit association may assert a claim on behalf of its members if all of the following apply:

(1) One or more members of the nonprofit association have standing to assert a claim in their own right.

(2) The interests the nonprofit association seeks to protect are germane to the nonprofit association’s purposes.

(3) Neither the claim asserted, nor the relief requested, requires the participation of a member.
Ala. Code § 10A-2A-8.05 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.05
Section 10A-2A-8.05 Terms of Directors Generally
Status: in_force

(a) The terms of the initial directors of a corporation expire at the first stockholders’ meeting at which directors are elected.

(b) The terms of all other directors expire at the next, or if their terms are staggered in accordance with Section 10A-2A-8.06, at the applicable second or third, annual stockholders’ meeting following their election, except to the extent (i) provided in Section 10A-2A-10.22 if a bylaw electing to be governed by that section is in effect, or (ii) a shorter term is specified in the certificate of incorporation in the event of a director nominee failing to receive a specified vote for election.

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

(d) Except as set forth in the next sentence of this subsection, the term of a director elected to fill a vacancy expires at the next stockholders’ meeting at which directors are elected. The term of a director elected to fill a vacancy in a corporation, the directors of which have been divided into groups under Section 10A-2A-8.06, shall hold office until the next election of the group for which that group of directors has been chosen, and until their successors shall be elected and qualified.

(e) Except to the extent otherwise provided in the certificate of incorporation or under Section 10A-2A-10.22 if a bylaw electing to be governed by that section is in effect, despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected and qualifies or there is a decrease in the number of directors.
Ala. Code § 10-2B-7.24 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-7.24
Section 10-2B-7.24 Corporation’s Acceptance of Votes
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-1.41 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-1.41
Section 10-2B-1.41 Notice
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-15.09 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-15.09
Section 10-2B-15.09 Resignation of Registered Agent of Foreign Corporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-1.08 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-1.08
Section 10A-20-1.08 Fees to Be Paid to the Secretary of State
Status: in_force

Upon the presentation to the Secretary of State of any application provided for in this article, the applicant shall pay to the Secretary of State the fee prescribed to be paid to the Secretary of State by Chapter 1 as follows:

(1) for the filing of an application under Section 10A-20-1.02 to become a corporation sole, the fee prescribed for filing a certificate of formation;

(2) for the filing of an application under Section 10A-20-1.05 for a certificate of succession, the fee prescribed for filing a certificate of formation;

(3) for the filing of an application under Section 10A-20-1.06 for appointment of an administrator, the fee prescribed for filing a certificate of formation; and

(4) for the filing of an application to dissolve under Section 10A-20-1.07, the fee prescribed for filing a statement or articles of dissolution.
Ala. Code § 10-4-147 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-147
Section 10-4-147 Annual Examination and Reports
Status: reserved

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

Unless provided otherwise in a chapter of this title governing a filing entity, one or more organizers of a filing entity must sign the certificate of formation of the filing entity.
Ala. Code § 10A-9-8.03 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-8.03
Section 10A-9-8.03 Winding Up
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-3A-1.60 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-1.60
Section 10A-3A-1.60 Qualified Director. (Amended by 2026-495)
Status: in_force

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

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

(1) Section 10A-3A-2.02(b)(6), is not a director (i) to whom the limitation or elimination of the duty of an officer to offer potential business opportunities to the nonprofit corporation would apply, or (ii) who has a material relationship with any other person to whom the limitation or elimination would apply;

(2) Section 10A-3A-8.53 or Section 10A-3A-8.55 (i) is not a party to the proceeding, (ii) is not a director as to whom a transaction is a director’s conflicting interest transaction or who sought a disclaimer of the nonprofit corporation’s interest in a business opportunity under Section 10A-2A-8.60, which transaction or disclaimer is challenged, and (iii) does not have a material relationship with a director described in either clause (i) or clause (ii) of this subsection (a)(2); or

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

(b) For purposes of this section:

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

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

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

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

(2) service as a director of another nonprofit corporation of which a director who is not a qualified director with respect to the matter (or any individual who has a material relationship with that director), is or was also a director.
Ala. Code § 10A-20-7.19 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-7.19
Section 10A-20-7.19 Fiscal Year
Status: in_force

Corporations organized under this article shall adopt the calendar year as their fiscal year.
Ala. Code § 10A-30-2.08 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-2.08
Section 10A-30-2.08 Management by Shareholders; Applicable to Corporations Formed as Close Corporations or Electing Close Corporation Status Prior to January 1, 1995
Status: in_force

The certificate of formation of a close corporation may provide that the business of the corporation shall be managed by the shareholders of the corporation rather than by a board of directors. So long as this provision continues in effect:

(1) No meeting of shareholders need be called to elect directors;

(2) Unless the context clearly requires otherwise, the shareholders of the corporation shall be deemed to be directors for purposes of applying provisions of this article; and

(3) The shareholders of the corporation shall be subject to all liabilities of directors.

Such a provision may be inserted in the certificate of formation by amendment if all incorporators and subscribers or all holders of record of all of the outstanding shares, whether or not having voting power, authorize such a provision. An amendment to the certificate of formation to delete such a provision shall be adopted by a vote of the holders of record of not less than one-third of all outstanding shares of the corporation, whether or not otherwise entitled to vote. If the certificate of formation contains a provision authorized by this section, the existence of such provision shall be noted conspicuously on the face or back of every certificate for shares issued by such corporation.
Ala. Code § 10-11-3 — Alabama Code / Title 10 / Chapter 11 / Section 10-11-3
Section 10-11-3 Officer Immune from Suit; Exception for Willful Misconduct, Fraud or Gross Negligence; For-Profit Subsidiary Not Immune
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-12-15 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-15
Section 10-12-15 Registered Office and Registered Agent to Be Maintained
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-8-8.02 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-8.02
Section 10A-8-8.02 Partnership Continues After Dissolution
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-21-2.01 — Alabama Code / Title 10A / Chapter 21 / Section 10A-21-2.01
Section 10A-21-2.01 Power of Eminent Domain in Internal Improvement or Public Utility Corporations
Status: in_force

Corporations formed for the purpose of constructing, operating, or maintaining railroads, street railroads, gas or electric works, water companies, power companies, canals, terminals, bridges, viaducts, wharves, piers, telegraph or telephone lines, pipelines, or any other work of internal improvement or public utility may exercise the power of eminent domain in the manner provided by law.
Ala. Code § 10A-9-5.05 — Alabama Code / Title 10A / Chapter 9 / Section 10A-9-5.05
Section 10A-9-5.05 No Distribution on Account of Dissociation
Status: reserved

Repealed by Act 2016-379, §5, effective January 1, 2017.
Ala. Code § 10A-5A-4.06 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-4.06
Section 10A-5A-4.06 Limitation on Distributions and Liability for Improper Distributions
Status: in_force

(a)(1) A limited liability company shall not make a distribution to a member to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability company, other than liabilities to members on account of their transferable interests and liabilities for which the recourse of creditors is limited to specific property of the limited liability company, exceed the fair value of the assets of the limited liability company, except that the fair value of the property that is subject to a liability for which recourse of creditors is limited shall be included in the assets of the limited liability company only to the extent that the fair value of the property exceeds that liability.

(2) A member who receives a distribution in violation of subsection (a)(1) or the limited liability company agreement, and who knew at the time of the distribution that the distribution violated subsection (a)(1) or the limited liability company agreement, shall be liable to the limited liability company for the amount of the distribution received by that member. A member who receives a distribution in violation of subsection (a)(1) or the limited liability company agreement, and who did not know at the time of the distribution that the distribution violated subsection (a)(1) or the limited liability company agreement, shall not be liable for the amount of the distribution.

(b)(1) A series shall not make a distribution to a member associated with the series to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the series, other than liabilities to members associated with the series on account of their transferable interests and liabilities for which the recourse of creditors is limited to specific property of the series, exceed the fair value of the assets of the series, except that the fair value of the property that is subject to a liability for which recourse of creditors is limited shall be included in the assets of the series only to the extent that the fair value of the property exceeds that liability.

(2) A member associated with a series who receives a distribution in violation of subsection (b)(1) or the limited liability company agreement, and who knew at the time of the distribution that the distribution violated subsection (b)(1) or the limited liability company agreement, shall be liable to that series for the amount of the distribution received by that member. A member associated with a series who receives a distribution in violation of subsection (b)(1) or the limited liability company agreement, and who did not know at the time of the distribution that the distribution violated subsection (b)(1) or the limited liability company agreement, shall not be liable for the amount of the distribution.

(3) Subsection (a) shall not apply to a distribution made by a series.

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

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

(e) For purposes of Sections 10A-5A-4.06(a) and 10A-5A-4.06(b), distribution does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of the limited liability company’s activities and affairs under a bona fide retirement plan or other benefits program.

(f) This section shall not apply to distributions made in accordance with Section 10A-5A-7.06 or Section 10A-5A-11.14.
Ala. Code § 10A-5A-1.10 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-1.10
Section 10A-5A-1.10 Limited Liability Company Agreement - Effect on Third Parties and Relationship to Writings Effective on Behalf of Limited Liability Company
Status: in_force

(a) If a limited liability company agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the limited liability company agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by law, except that the approval of any person may be waived by that person and any conditions may be waived by all persons for whose benefit those conditions were intended.

(b) A limited liability company agreement may provide rights to any person, including a person who is not a party to the limited liability company agreement, to the extent set forth in the limited liability company agreement.

(c) The obligations of a limited liability company and its members to a person in the person’s capacity as a transferee or dissociated member are governed by the limited liability company agreement. A transferee and a dissociated member are bound by the limited liability company agreement.

(d) If a writing that has been delivered by a limited liability company for filing in accordance with Chapter 1 and has become effective conflicts with a provision of the limited liability company agreement:

(1) The limited liability company agreement prevails as to members, dissociated members, and transferees; and

(2) The writing prevails as to other persons to the extent they reasonably rely on the writing.
Ala. Code § 10A-2-7.31 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-7.31
Section 10A-2-7.31 Voting Agreements
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) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of Section 10A-2-7.30.

(b) A voting agreement created under this section is specifically enforceable.
Ala. Code § 10-9A-1 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-1
Section 10-9A-1 Definitions
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10-2A-304 — Alabama Code / Title 10 / Chapter 2A / Section 10-2A-304
Section 10-2A-304 Voluntary Termination of Close Corporation Status by Amendment of Articles of Incorporation; Vote Required
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-1 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-1
Section 10-3A-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-3A-8.40 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.40
Section 10A-3A-8.40 Officers
Status: in_force

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

(b) The board of directors may elect individuals to fill one or more offices of the nonprofit corporation.

(c) The certificate of incorporation, bylaws, or the board of directors shall assign to an officer responsibility for maintaining and authenticating the records of the nonprofit corporation required to be kept under Section 10A-3A-4.01.

(d) Unless the certificate of incorporation or bylaws provide otherwise, the same individual may simultaneously hold more than one office in a nonprofit corporation.
Ala. Code § 10A-2-8.40 — Alabama Code / Title 10A / Chapter 2 / Section 10A-2-8.40
Section 10A-2-8.40 Required Officers
Status: reserved

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

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

(b) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.

(c) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors’ and shareholders’ meetings and for authenticating records of the corporation.

(d) Unless the bylaws provide otherwise, the same individual may simultaneously hold more than one office in a corporation.
Ala. Code § 10A-3A-12.01 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-12.01
Section 10A-3A-12.01 Definitions
Status: in_force

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

(1) CONSTITUENT CORPORATION means a constituent organization that is a nonprofit corporation.

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

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

(4) ORGANIZATION means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; business 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.

(5) ORGANIZATIONAL DOCUMENTS means:

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

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

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

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

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

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

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

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

(6) PLAN OF MERGER. Except as set forth in Section 10A-3A-12.02(g), 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-3A-12.02 and includes any agreement, instrument, or other document referenced therein or associated therewith that sets forth the terms and conditions of the merger.

(7) SURVIVING ORGANIZATION means an organization into which one or more other organizations are merged under this article, whether the organization pre-existed the merger or was created pursuant to the merger.
Ala. Code § 10-12-3 — Alabama Code / Title 10 / Chapter 12 / Section 10-12-3
Section 10-12-3 Purpose
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-2A-3.03 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-3.03
Section 10A-2A-3.03 Emergency Powers
Status: in_force

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

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

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

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

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

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

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

(1) binds the corporation; and

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

(d) An emergency exists for purposes of this section if a quorum of the board of directors cannot readily be assembled because of some catastrophic event.
Ala. Code § 10A-1-5.34 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-5.34
Section 10A-1-5.34 Resignation of Registered Agent
Status: in_force

(a) A registered agent of any entity required by Section 10A-1-5.31 to designate and maintain a registered agent or registered office may resign as the registered agent by giving written notice to that entity and delivering a statement of resignation to the Secretary of State for filing.

(b) Written notice to the entity must be given to the entity at the address of the entity most recently known by the agent prior to the delivery of the statement of resignation to the Secretary of State for filing.

(c) The statement of resignation shall be delivered to the Secretary of State for filing and must include:

(1) the name of the entity;

(2) the unique identifying number of the entity assigned by the Secretary of State;

(3) the name of the agent;

(4) that the agent resigns from serving as registered agent for the entity; and

(5) the address of the entity to which the agent delivered the written notice required by subsection (b).

(d) A statement of resignation takes effect on the earlier of:

(1) 12:01 a.m. on the 31st day after the day on which it is delivered to the Secretary of State for filing; or

(2) the designation of a new registered agent by the entity.

(e) When a statement of resignation takes effect, the person that resigned ceases to have responsibility under this title for any matter thereafter tendered to it as registered agent for the entity. The resignation does not affect any contractual rights the entity has against the registered agent or that the registered agent has against the entity.

(f) A registered agent may resign with respect to an entity regardless of whether the entity is in good standing.

(g) Upon the receipt of the statement of resignation by the Secretary of State, the Secretary of State shall:

(1) notify the entity of the registered agent’s resignation; and

(2) file the statement of resignation in accordance with Article 4, except that a fee is not required to file the statement of resignation.
Ala. Code § 10-2B-11.02 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-11.02
Section 10-2B-11.02 Share Exchange
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-7.07 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-7.07
Section 10A-20-7.07 Directors and Officers
Status: in_force

(a) The business and affairs of the corporation shall be managed and conducted by a board of directors, a president, a vice-president, a secretary, a treasurer, and other officers and agents as the corporation by its bylaws shall authorize. The board of directors shall consist of a number not less than 15 nor more than 21, as shall be determined in the first instance by the incorporators and thereafter annually by the members and the stockholders of the corporation. The board of directors may exercise all the powers of the corporation except such as are conferred by law or by the bylaws of the corporation upon the stockholders or members and shall choose, or appoint, all the agents and officers of the corporation and fill all vacancies except vacancies in the office of a director, which shall be filled as provided in this section. The board of directors shall be elected in the first instance by the incorporators and thereafter at the annual meeting, which annual meeting shall be held during the month of January or, if no annual meeting shall be held in the year of incorporation, then within 90 days after the approval of the certificate of formation at a special meeting as provided in this section. At each annual meeting or at each special meeting, held as provided in this section, the members of the corporation shall elect two thirds of the board of directors, and the stockholders shall elect the remaining directors. The directors shall hold office until the next annual meeting of the corporation, or special meeting held in lieu of the annual meeting after the election, and until their successors are elected and qualified, unless sooner removed in accordance with the provisions of the bylaws. Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders.

(b) Directors and officers shall not be responsible for losses unless the same shall have been occasioned by the willful misconduct of the directors and officers.
Ala. Code § 10A-3A-13.03 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-13.03
Section 10A-3A-13.03 Action on a Plan of Conversion in a Membership Nonprofit Corporation
Status: in_force

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

(a) The plan of conversion shall first be adopted by the board of directors.

(b) The plan of conversion shall then be approved by the members entitled to vote thereon. In submitting the plan of conversion to the members for their approval, the board of directors must recommend that the members approve the plan of conversion, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make a recommendation, in which case the board of directors shall inform the members of the basis for its so proceeding.

(c) The board of directors may set conditions for the approval of the plan of conversion by the members or the effectiveness of the plan of conversion.

(d) If the approval of the members is to be given at a meeting, the nonprofit corporation shall notify each member entitled to vote of the meeting of members at which the plan of conversion is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan of conversion and must contain or be accompanied by a copy or summary of the plan of conversion. The notice must include or be accompanied by a copy of the organizational documents of the converted organization which are to be in writing as they will be in effect immediately after the conversion.

(e) Unless the certificate of incorporation or the board of directors acting pursuant to subsection (c), requires a greater vote or a greater quorum, approval of the plan of conversion requires (i) the approval of the members entitled to vote at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the plan of conversion, and (ii) the approval of each class of members voting as a separate voting group at a meeting at which a quorum of the voting group exists consisting of a majority of the votes entitled to be cast on the plan of conversion by that voting group.

(f) In addition to the adoption and approval of the plan of conversion as required by this section, the plan of conversion must also be approved in writing by a person or group of persons, if any, whose approval is required under Section 10A-3A-13.08.
Ala. Code § 10A-3A-8.24 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-8.24
Section 10A-3A-8.24 Quorum and Voting
Status: in_force

(a) Unless the certificate of incorporation or bylaws provide for a greater or lesser number or unless otherwise expressly provided in this chapter, a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the certificate of incorporation or bylaws.

(b) The quorum of the board of directors specified in or fixed in accordance with the certificate of incorporation or bylaws may not consist of less than one-third of the specified or fixed number of directors.

(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the certificate of incorporation or bylaws require the vote of a greater number of directors or unless otherwise expressly provided in this chapter.

(d) A director who is present at a meeting of the board of directors or a committee when corporate action is taken is deemed to have assented to the action taken unless: (i) the director objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting; (ii) the dissent or abstention from the action taken is entered in the minutes of the meeting; or (iii) the director delivers written notice of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the nonprofit corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
Ala. Code § 10-9A-23 — Alabama Code / Title 10 / Chapter 9A / Section 10-9A-23
Section 10-9A-23 Execution of Certificates
Status: reserved

Repealed by Act 97-921, §§ 1, 2, effective October 1, 1998.
Ala. Code § 10A-8-6.03 — Alabama Code / Title 10A / Chapter 8 / Section 10A-8-6.03
Section 10A-8-6.03 Effect of Partner’s Dissociation
Status: reserved

REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Ala. Code § 10-13-9 — Alabama Code / Title 10 / Chapter 13 / Section 10-13-9
Section 10-13-9 Powers
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-4-4.02 — Alabama Code / Title 10A / Chapter 4 / Section 10A-4-4.02
Section 10A-4-4.02 Merger and Conversion
Status: in_force

(a) A domestic professional corporation may convert to or merge with another corporation, professional corporation, or another type of entity, domestic or foreign, if permitted under the Alabama Business Corporation Law, the Alabama Nonprofit Corporation Law, or Article 8 of Chapter 1. Upon the merger or conversion, if the surviving or new corporation or converted entity, as the case may be, is to render professional services in this state, it shall comply with this chapter.

(b) An unincorporated professional association organized under Article 1 of Chapter 30 may merge with a domestic professional corporation . In the merger, the unincorporated professional association shall follow the procedure specified in the Alabama Business Corporation Law , provided that:

(1) The surviving corporation shall be a domestic professional corporation,

(2) The following terms, when used in the Alabama Business Corporation Law to refer to an unincorporated professional association, shall have the following meanings:

a. BOARD OF DIRECTORS means board of governors .

b. CORPORATION means unincorporated association .

c. STOCK or SECURITIES in the case of an unincorporated professional association which is a nonstock organization, means the undivided interests of the members in the assets of the association .

d. STOCKHOLDER in the case of an unincorporated association which is a nonstock organization, means member.

(3) The plan of merger or plan of conversion shall be approved by a vote of two-thirds of the members of the professional association.
Ala. Code § 10A-3-2.06 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-2.06
Section 10A-3-2.06 Quorum of Members
Status: in_force

The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any provision, members holding one-tenth of the votes entitled to be cast on the matter to be voted upon, represented in person or by proxy, shall constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for any action to be taken unless a greater proportion is required by this title or this chapter or by the nonprofit corporation’s governing documents.
Ala. Code § 10A-2A-8.09 — Alabama Code / Title 10A / Chapter 2A / Section 10A-2A-8.09
Section 10A-2A-8.09 Removal of Directors by Judicial Proceeding
Status: in_force

(a) 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 remove a director from office or may order other relief, including barring the director from reelection for a period prescribed by the court, in a proceeding commenced by or in the right of the corporation if the court finds that (i) the director engaged in fraudulent conduct with respect to the corporation or its stockholders, grossly abused the position of director, or intentionally inflicted harm on the corporation; and (ii) considering the director’s course of conduct and the inadequacy of other available remedies, removal or such other relief would be in the best interest of the corporation.

(b) A stockholder proceeding on behalf of the corporation under subsection (a) shall comply with all of the requirements of Division D of Article 7, except clause (2) of Section 10A-2A-7.42.
Ala. Code § 10-4-134 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-134
Section 10-4-134 Membership - Application; When Effective
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3-8.01 — Alabama Code / Title 10A / Chapter 3 / Section 10A-3-8.01
Section 10A-3-8.01 Unauthorized Assumption of Corporate Powers
Status: in_force

All persons who assume to act as a corporation without authority to do so shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.
Ala. Code § 10A-4-5.03 — Alabama Code / Title 10A / Chapter 4 / Section 10A-4-5.03
Section 10A-4-5.03 Revocation of Certificate of Authority
Status: in_force

The certificate of authority of a foreign professional corporation may be revoked by the Secretary of State if the foreign professional corporation fails to comply with any provision of this chapter applicable to the foreign professional corporation. Each licensing authority in this state shall certify to the Secretary of State, from time to time, the names of all foreign professional corporations which have given cause for revocation as provided in this chapter, together with the facts pertinent thereto. Whenever a licensing authority shall certify the name of a foreign professional corporation to the Secretary of State as having given cause for revocation, the licensing authority shall concurrently mail to the foreign professional corporation at its registered office in this state notice that the certification has been made. No certificate of authority of a foreign professional corporation shall be revoked by the Secretary of State unless the Secretary of State shall have given the foreign professional corporation not less than 60 days’ notice thereof and the foreign professional corporation shall fail prior to revocation to correct the noncompliance.
Ala. Code § 10A-5A-6.02 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-6.02
Section 10A-5A-6.02 Event Causing Dissociation
Status: in_force

A person is dissociated as a member from a limited liability company when any of the following occurs:

(a) the limited liability company has notice of the person’s express will to dissociate as a member, except that if the person specifies a dissociation date later than the date the limited liability company had notice, then the person is dissociated as a member on that later date;

(b) an event stated in the limited liability company agreement as causing the person’s dissociation occurs;

(c) the person is expelled as a member pursuant to the limited liability company agreement;

(d) the person is expelled as a member by the unanimous consent of the other members if:

(1) it is unlawful to carry on the limited liability company’s activities and affairs with the person as a member;

(2) there has been a transfer of all of the person’s transferable interest other than a transfer for security purposes;

(3) the person is an organization and, within 90 days after the limited liability company notifies the person that it will be expelled as a member because the person has filed a statement of dissolution or the equivalent, or its right to conduct activities and affairs has been suspended by its jurisdiction of formation, the statement of dissolution or the equivalent has not been revoked or its right to conduct activities and affairs has not been reinstated; or

(4) the person is an organization and, within 90 days after the limited liability company notifies the person that it will be expelled as a member because the person has been dissolved and its activities and affairs are being wound up, the organization has not been reinstated or the dissolution and winding up have not been revoked or cancelled;

(e) on application by the limited liability company, the person is expelled as a member by judicial order because the person:

(1) has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the limited liability company’s activities and affairs;

(2) has willfully or persistently committed, or is willfully and persistently committing, a material breach of the limited liability company agreement or the person’s duty or obligation under this chapter or other applicable law; or

(3) has engaged, or is engaging, in conduct relating to the limited liability company’s activities and affairs that makes it not reasonably practicable to carry on the activities and affairs with the person as a member;

(f) in the case of a person who is an individual, the person dies, there is appointed a guardian or general conservator for the person or there is a judicial determination that the person has otherwise become incapable of performing the person’s duties as a member under this chapter or the limited liability company agreement;

(g) the person becomes a debtor in bankruptcy, executes an assignment for the benefit of creditors, or seeks, consents, or acquiesces to the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person’s property, but this subsection (g) shall not apply to a person who is the sole remaining member of a limited liability company;

(h) in the case of a person that is a trust or is acting as a member by virtue of being a trustee of a trust, the trust’s entire transferable interest in the limited liability company is distributed, but not solely by reason of the substitution of a successor trustee;

(i) in the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate’s entire transferable interest in the limited liability company is distributed, but not solely by reason of the substitution of a successor personal representative;

(j) in the case of a member that is not an individual, the legal existence of the person otherwise terminates;

(k) the transfer of a member’s entire remaining transferable interest to another member; or

(l) the transfer of a member’s entire remaining transferable interest to a transferee upon the transferee’s becoming a member.
Ala. Code § 10-2B-14.05 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-14.05
Section 10-2B-14.05 Effect of Dissolution
Status: reserved

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

Subject to the effect of a statement of authority under Section 10A-8A-3.03:

(1) Each partner is an agent of the partnership for the purpose of its business or not for profit activity. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or not for profit activity, or business or not for profit activity of the kind carried on by the partnership, binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had notice that the partner lacked authority.

(2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or not for profit activity, or business or not for profit activity of the kind carried on by the partnership, binds the partnership only if the act was authorized by the other partners.
Ala. Code § 10-9C-402 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-402
Section 10-9C-402 General Partner Agent of Limited Partnership
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-15.40 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-15.40
Section 10-2B-15.40 Definitions
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-7.09 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-7.09
Section 10A-20-7.09 Powers of Stockholders and Members
Status: in_force

(a) The stockholders and the members of the corporation shall have the following powers of the corporation:

(1) To determine the number of and elect directors as provided in Section 10A-20-7.07.

(2) To make, amend, and repeal bylaws.

(3) To amend this charter as provided in Section 10A-20-7.20.

(4) To dissolve the corporation as provided in Section 10A-20-7.22.

(5) To do all things necessary or desirable to secure aid, assistance loans, and other financing from any financial institutions and from any agency established under the Small Business Investment Act of 1958, or other similar federal laws now or hereafter enacted.

(6) To exercise the other of the powers of the corporation consistent with this article as may be conferred on the stockholders and the members by the bylaws.

(b) As to all matters requiring action by the stockholders and the members of the corporation, the stockholders and members shall vote separately thereon by classes and, except as otherwise provided in this article, the matters shall require the affirmative vote of a majority of the votes to which the stockholders present or represented at the meeting shall be entitled and the affirmative vote of a majority of the votes to which the members present or represented at the meeting shall be entitled.

(c) Each stockholder shall have one vote, in person or by proxy, for each share of capital stock held, and each member shall have one vote, in person or by proxy; except, that any member having a loan limit of more than one thousand dollars ($1,000) shall have one additional vote, in person or by proxy, for each additional one thousand dollars ($1,000) which the member is authorized to have outstanding on loans to the corporation at any one time as determined under subdivision (3)b. of Section 10A-20-7.11.
Ala. Code § 10-8A-1105 — Alabama Code / Title 10 / Chapter 8A / Section 10-8A-1105
Section 10-8A-1105 Repeals
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-2B-10.01 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-10.01
Section 10-2B-10.01 Authority to Amend Articles of Incorporation
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-3A-4.05 — Alabama Code / Title 10A / Chapter 3A / Section 10A-3A-4.05
Section 10A-3A-4.05 Inspection Right of Directors
Status: in_force

(a) A director of a nonprofit corporation is entitled to inspect and copy the books, records, and documents of the nonprofit 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 nonprofit corporation.

(b) The designated court, and if none, the circuit court for the county in which the nonprofit corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the nonprofit corporation’s most recent registered office is located may order inspection and copying of the books, records, and documents at the nonprofit corporation’s expense, upon application of a director who has been refused inspection rights, unless the nonprofit 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 nonprofit 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 nonprofit corporation, and may also order the nonprofit corporation to reimburse the director for the director’s expenses incurred in connection with the application.
Ala. Code § 10A-5A-3.01 — Alabama Code / Title 10A / Chapter 5A / Section 10A-5A-3.01
Section 10A-5A-3.01 Liability of Members to Third Parties
Status: in_force

A member of a limited liability company is not liable, solely by reason of being a member, for a debt, obligation, or liability of the limited liability company or a series thereof, whether arising in contract, tort, or otherwise or for the acts or omissions of any other member, agent, or employee of the limited liability company or a series thereof.
Ala. Code § 10A-20-9.03 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-9.03
Section 10A-20-9.03 Powers
Status: in_force

A corporation formed pursuant to this article shall have the power to buy, sell, lease, and mortgage real estate, to build and operate wharves, boats, and other means of transportation and communication, to build, erect, and operate waterworks, electric lighting and power companies, libraries, schools, and parks, and to do any other lawful thing, incident to its purpose for the mutual benefit of its members and may admit other persons to participate in its benefits as it may see fit and upon conditions as it may impose.
Ala. Code § 10-2A-70.1 — Alabama Code / Title 10 / Chapter 2A / Section 10-2A-70.1
Section 10-2A-70.1 Limitation on Amount of Political Contribution; Provisions Supplemental
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-3A-38 — Alabama Code / Title 10 / Chapter 3A / Section 10-3A-38
Section 10-3A-38 Committees
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-20-15.04 — Alabama Code / Title 10A / Chapter 20 / Section 10A-20-15.04
Section 10A-20-15.04 Dams Considered as Authorized by Legislature
Status: in_force

Any dam erected in accordance with this article shall be considered a dam authorized by the Legislature of this state at the particular site selected and of the specific height and dimensions determined upon.
Ala. Code § 10-4-62 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-62
Section 10-4-62 Perpetual Existence of Conventions or Associations
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-7.07 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-7.07
Section 10A-1-7.07 Entity Name
Status: in_force

If the name of a foreign entity does not satisfy the requirements of Article 5, the foreign entity, for use in this state, may:

(1) if a corporation, add to its corporate name the word “corporation” or “incorporated” or an abbreviation of one of the words;

(2) if a banking corporation, add to its corporate name the words “bank,” “banking,” or “bankers”;

(3) if a limited partnership that is not a limited liability limited partnership, add to its partnership name the word “limited” or the abbreviation “Ltd.” or the phrase “limited partnership” or the abbreviation “L.P.” or “LP” but its name must not contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.”;

(4) if a limited partnership that is a limited liability limited partnership, add to its partnership name the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.” and must not contain the abbreviation “Ltd.,” “L.P.,” or “LP.”

(5) if a limited liability company, add to its company name the phrase “limited liability company” or the abbreviation “L.L.C.” or “LLC”;

(6) if a professional corporation, add to its corporate name the phrase “professional corporation” or the abbreviation “P.C.” or “PC”;

(7) if a limited liability partnership, add to its partnership name the phrase “limited liability partnership” or the abbreviation “L.L.P.” or “LLP”;

(8) if a general partnership that is authorized by the laws of the jurisdiction that govern its partnership agreement to file the equivalent of a statement of partnership as provided under Chapter 8A, add to its name the phrase “general partnership” or the abbreviation “G.P.” or “GP”;

(9) if a general partnership that is authorized by the laws of the jurisdiction that govern its partnership agreement to file the equivalent of a statement of not for profit partnership as provided under Chapter 8A, add to its name the phrase “not for profit general partnership” or the abbreviation “N.G.P.” or “NGP”; and

(10) use a fictitious name available for use in this state that satisfies the requirements of Article 5, if it delivers to the Secretary of State for filing a copy of the resolution of its governing authority, certified by its secretary, adopting the fictitious name.
Ala. Code § 10-2B-10.05 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-10.05
Section 10-2B-10.05 Amendment Before Issuance of Shares
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-9C-407 — Alabama Code / Title 10 / Chapter 9C / Section 10-9C-407
Section 10-9C-407 Right of General Partner and Former General Partner to Information
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-1-9.31 — Alabama Code / Title 10A / Chapter 1 / Section 10A-1-9.31
Section 10A-1-9.31 Revocation of Voluntary Winding Up
Status: in_force

(a) A domestic entity may revoke a voluntary decision to dissolve the entity by approval of the revocation in the manner and within the time specified in the chapter of this title governing the entity. If the chapter of this title does not specify a time within which a revocation must be made, revocation of a voluntary decision to dissolve must be made before winding up of the entity is complete.

(b) A domestic entity may continue its business following the revocation of a voluntary decision to wind up under subsection (a).
Ala. Code § 10A-30-2.04 — Alabama Code / Title 10A / Chapter 30 / Section 10A-30-2.04
Section 10A-30-2.04 Voluntary Termination of Close Corporation Status by Amendment of Certificate of Formation; Vote Required; Applicable to Corporations Formed as Close Corporations or Electing Close Corporation Status Prior to January 1, 1995
Status: reserved

(a) A corporation may voluntarily terminate its status as a close corporation and cease to be subject to this article by amending its certificate of formation to delete therefrom the additional provisions required or permitted by Section 10A-30-2.02 to be stated in the certificate of formation of close corporations except such provisions as are permitted by the Alabama Business Corporation Law which the corporation chooses to retain. Any such amendment shall be adopted and shall become effective in accordance with the Alabama Business Corporation Law, except that it must be approved by a vote of the holders of record of at least one-third of the shares of each class of stock of the corporation which are outstanding.

(b) The certificate of formation of a close corporation may provide that on any amendment to terminate its status as a close corporation, a vote greater than one-third or a vote of all shares of any class shall be required; and if the certificate of incorporation contains such a provision, that provision shall not be amended, repealed, or modified by any vote less than that required to terminate the corporation’s status as a close corporation.
Ala. Code § 10A-9A-4.09 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-4.09
Section 10A-9A-4.09 Reliance on Reports and Information
Status: in_force

A general partner of a limited partnership shall be fully protected in relying in good faith upon the records of the limited partnership and upon information, opinions, reports, or statements presented by another general partner or agent of the limited partnership, or by any other person as to matters the general partner reasonably believes are within that other person’s professional or expert competence, including information, opinions, reports, or statements as to the value and amount of the assets, liabilities, profits, or losses of the limited partnership, or the value and amount of assets or reserves or contracts, agreements, or other undertakings that would be sufficient to pay claims and obligations of the limited partnership, or to make reasonable provision to pay those claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to partners or creditors might properly be paid.
Ala. Code § 10-2B-1.30 — Alabama Code / Title 10 / Chapter 2B / Section 10-2B-1.30
Section 10-2B-1.30 Powers of Probate Judge and Secretary of State
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10-4-138 — Alabama Code / Title 10 / Chapter 4 / Section 10-4-138
Section 10-4-138 Powers of Stockholders and Members
Status: reserved

All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
Ala. Code § 10A-9A-5.03 — Alabama Code / Title 10A / Chapter 9A / Section 10A-9A-5.03
Section 10A-9A-5.03 Sharing of Distributions Before Dissolution
Status: in_force

All partners shall share equally in any distributions made by a limited partnership before its dissolution and winding up.