reglab/housing_qa huggingface dataset:
AL Code § 10A-1-5.33 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 1 - General Provisions.|Article 5 - Names of Entities; Registered Agents and Registered Officers.|Division D - Registered Agents and Registered Offices; Service of Process.|Section 10A-1-5.33 - Change by Registered Agent of Name or Address of Registered Agent.

Section 10A-1-5.33Change by registered agent of name or address of registered agent. (a) The registered agent of any entity required by Section 10A-1-5.31 to designate and maintain a registered agent or registered office may change its name, its address as the address of the entity's registered office, or both, by delivering to the Secretary of State for filing a statement of the change in accordance with the procedures in Article 4. (b) The statement must be signed by the registered agent, or a person authorized to sign the statement on behalf of the registered agent, and must contain: (1) the name of the entity represented by the registered agent; (2) the name of the entity's registered agent and the address at which the registered agent maintained the entity's registered office; (3) if the change relates to the name of the registered agent, the new name of that agent; (4) if the change relates to the address of the registered office, the new address of that office; and (5) a recitation that written notice of the change was given to the entity at least 10 days before the date the statement is filed. (c) On acceptance of the statement by the Secretary of State, the statement is: (1) in the case of a domestic filing entity, effective to make the change set forth in the statement without the necessity of amending the entity's certificate of formation; (2) in the case of a general partnership with an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, effective to change its registered agent or registered office, or both, without the necessity of amending its statement of partnership, statement of not for profit partnership, or statement of limited liability partnership under Chapter 8A; (3) in the case of a foreign filing entity, effective to make the change set forth in the statement, and effective as an amendment of its application for registration as a foreign entity under Article 7; or (4) in the case of a foreign limited liability partnership, effective to make the change set forth in the statement, and effective as an amendment to its statement of foreign limited liability partnership under Article 7. (d) A registered agent may file a statement under this section that applies to more than one entity. (Act 2009-513, p. 967, §43; Act 2018-125, §3.)
AL Code § 10A-1-5.34 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 1 - General Provisions.|Article 5 - Names of Entities; Registered Agents and Registered Officers.|Division D - Registered Agents and Registered Offices; Service of Process.|Section 10A-1-5.34 - Resignation of Registered Agent.

Section 10A-1-5.34Resignation of registered agent. (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 notice to that entity and to the Secretary of State. (b) Notice to the entity must be given to the entity at the address of the entity most recently known by the agent. (c) Notice to the Secretary of State must be given before the 11th day after the date notice under subsection (b) is mailed or delivered and must include: (1) the address of the entity most recently known by the agent; (2) a statement that written notice of the resignation has been given to the entity; and (3) the date on which that written notice of resignation was given. (d) On compliance with subsections (b) and (c), the appointment of the registered agent terminates. The termination is effective on the 31st day after the date the Secretary of State receives the notice. (e) If the Secretary of State finds that a notice of resignation received by the filing officer conforms to subsections (b) and (c), the Secretary of State shall: (1) notify the entity of the registered agent's resignation; and (2) file the resignation in accordance with Article 4, except that a fee is not required to file the resignation. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-5.03; amended and renumbered by Act 2009-513, p. 967, §44.)
AL Code § 10A-1-5.35 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 1 - General Provisions.|Article 5 - Names of Entities; Registered Agents and Registered Officers.|Division D - Registered Agents and Registered Offices; Service of Process.|Section 10A-1-5.35 - Failure to Designate and Maintain Registered Agent.

Section 10A-1-5.35Failure to designate and maintain registered agent. If an entity required by Section 10A-1-5.31 to designate and maintain a registered agent fails to do so, or the registered agent cannot with reasonable diligence be served, the entity may be served with process as provided by the Alabama Rules of Civil Procedure and may be served with any other notice or demand required or permitted by law to be served on the entity in a manner similar to the procedure provided by the Alabama Rules of Civil Procedure for the service of process. (Act 2009-513, p. 967, §45.)
AL Code § 10A-1-5.36 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 1 - General Provisions.|Article 5 - Names of Entities; Registered Agents and Registered Officers.|Division D - Registered Agents and Registered Offices; Service of Process.|Section 10A-1-5.36 - Method of Service on Entity Not Exclusive.

Section 10A-1-5.36Method of service on entity not exclusive. This division does not prescribe the only or required means of serving an entity. Nothing contained in this division specifically or in this title generally shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served on an entity in any other manner now or hereafter permitted by law. (Act 2009-513, p. 967, §45.)
AL Code § 10A-1-6.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 1 - General Provisions.|Article 6 - Indemnification and Insurance.|Division A - General Provisions.|Section 10A-1-6.01 - Definitions.

Section 10A-1-6.01Definitions. In this division: (1) "Delegate" means a person who is serving or who has served as a representative of an enterprise at the request of that enterprise at another enterprise. A person is a delegate to an employee benefit plan if the performance of the person's official duties to the enterprise also imposes duties on or otherwise involves service by the person to the plan or participants in or beneficiaries of the plan. (2) "Enterprise" means a domestic entity or an organization subject to this article, including a predecessor domestic entity or organization. (3) "Expenses" includes court costs and attorney's fees. The term does not include a judgment, a penalty, a settlement, a fine, or an excise or similar tax or an excise tax assessed against the person regarding an employee benefit plan. (4) "Former governing person" means a person who was a governing person of an enterprise. (5) "Official capacity" means:  (A) with respect to a governing person, the office of the governing person in the enterprise or the exercise of authority by or on behalf of the governing person pursuant to this title or the governing documents of the enterprise; and (B) with respect to a person other than a governing person, the elective or appointive office, if any, in the enterprise held by the person or the relationship undertaken by the person on behalf of the enterprise. (6) "Predecessor enterprise" means a sole proprietorship or organization that is a predecessor to an enterprise in: (A) a merger, conversion, consolidation, or other transaction in which the liabilities of the predecessor enterprise are transferred or allocated to the enterprise by operation of law; or (B) any other transaction in which the enterprise assumes the liabilities of the predecessor enterprise and the liabilities that are the subject matter of this chapter are not specifically excluded. (7) "Proceeding" means:  (A) a threatened, pending, or completed action or other proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal; (B) an appeal of an action or proceeding described by paragraph (A); and (C) an inquiry or investigation that could lead to an action or proceeding described by paragraph (A). (8) "Representative" means a person serving as a partner, director, officer, venturer, proprietor, trustee, employee, or agent of an enterprise or serving a similar function for an enterprise. (9) "Respondent" means a person named as a respondent or defendant in a proceeding. (Act 2009-513, p. 967, §47; Act 2019-94, §2.)
AL Code § 10A-1-6.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 1 - General Provisions.|Article 6 - Indemnification and Insurance.|Division A - General Provisions.|Section 10A-1-6.02 - Application of Article.

Section 10A-1-6.02Application of article. This article does not apply to: general partnerships, limited liability partnerships, limited liability companies, limited partnerships, limited liability limited partnerships, nonprofit corporations, professional corporations, and business corporations. (Act 2009-513, p. 967, §48; Act 2016-379, p. 934, §4; Act 2018-125, §3; Act 2019-94, §2; Act 2020-73, §7.)
AL Code § 10A-1-6.11 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 1 - General Provisions.|Article 6 - Indemnification and Insurance.|Division B - Mandatory and Court Ordered Indemnification.|Section 10A-1-6.11 - Mandatory Indemnification.

Section 10A-1-6.11Mandatory indemnification. (a) An enterprise shall indemnify a governing person or former governing person against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a governing person if the person is successful, on the merits or otherwise, in the defense of the proceeding, or any claim, issue, or matter in the proceeding, notwithstanding that he or she was not successful on any other claim, issue, or matter in the proceeding. (b) A court that determines, in a suit for indemnification, that a governing person is entitled to indemnification under this section shall order indemnification and award to the person the expenses incurred in securing the indemnification. (Act 2009-513, p. 967, §50.)
AL Code § 10A-1-6.12 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 1 - General Provisions.|Article 6 - Indemnification and Insurance.|Division B - Mandatory and Court Ordered Indemnification.|Section 10A-1-6.12 - Court-Ordered Indemnification.

Section 10A-1-6.12Court-ordered indemnification. (a) On application of a governing person, former governing person, or delegate and after notice is provided as required by the court, a court may order an enterprise to indemnify the person to the extent the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances. (b) This section applies without regard to whether the governing person, former governing person, or delegate applying to the court satisfies the requirements of Section 10A-1-6.21 or has been found liable: (1) to the enterprise; or (2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person's official capacity. (c) The indemnification ordered by the court under this section is limited to reasonable expenses if the governing person, former governing person, or delegate is found liable: (1) to the enterprise; or (2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person's official capacity. (Act 2009-513, p. 967, §50.)
AL Code § 10A-1-6.13 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 1 - General Provisions.|Article 6 - Indemnification and Insurance.|Division B - Mandatory and Court Ordered Indemnification.|Section 10A-1-6.13 - Limitations in Governing Documents.

Section 10A-1-6.13Limitations in governing documents. The certificate of formation of an enterprise may restrict the circumstances under which the enterprise must or may indemnify a person under this division. (Act 2009-513, p. 967, §50; Act 2016-379, §4.)
AL Code § 10A-1-6.21 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 1 - General Provisions.|Article 6 - Indemnification and Insurance.|Division C - Permissive Indemnification and Advancement of Expenses.|Section 10A-1-6.21 - Permissive Indemnification.

Section 10A-1-6.21Permissive indemnification. (a) An enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding to the extent permitted by Section 10A-1-6.22 if it is determined in accordance with Section 10A-1-6.23 that: (1) the person: (A) acted in good faith; and (B) reasonably believed: (i) in the case of conduct in the person's official capacity that the person's conduct was in the enterprise's best interests; and (ii) in all other cases, that the person's conduct was not opposed to the enterprise's best interests; and (C) in the case of a criminal proceeding, did not have a reasonable cause to believe the person's conduct was unlawful; (2) with respect to expenses, the amount of expenses is reasonable; and (3) indemnification should be paid. (b) Action taken or omitted by a governing person or delegate with respect to an employee benefit plan in the performance of the person's duties for a purpose reasonably believed by the person to be in the interests of the participants in and beneficiaries of the plan is for a purpose that is not opposed to the best interests of the enterprise. (c) Action taken or omitted by a delegate to another enterprise for a purpose reasonably believed by the delegate to be in the interest of the other enterprise or its owners or members is for a purpose that is not opposed to the best interests of the enterprise. (d) A person does not fail to meet the standard under subsection (a)(1) solely because of the termination of a proceeding by: (1) judgment; (2) order; (3) settlement; (4) conviction; or (5) a plea of nolo contendere or its equivalent. (Act 2009-513, p. 967, §52.)
AL Code § 10A-1-6.22 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 1 - General Provisions.|Article 6 - Indemnification and Insurance.|Division C - Permissive Indemnification and Advancement of Expenses.|Section 10A-1-6.22 - General Scope of Permissive Indemnification.

Section 10A-1-6.22General scope of permissive indemnification. (a) Except as otherwise provided by subsection (d) and subject to subsection (b), an enterprise may indemnify a governing person, former governing person, or delegate against a judgment, penalty, settlement, or fine, including an excise or similar tax or an excise tax assessed against the person regarding an employee benefit plan, and against reasonable expenses actually incurred by the person in connection with a proceeding. (b) Indemnification under this chapter of a person who is found liable to the enterprise or is found liable because the person improperly received a personal benefit: (1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding; and (2) may not be made in relation to a proceeding in which the person has been found liable for: (A) willful or intentional misconduct in the performance of the person's duty to the enterprise; (B) breach of the person's duty of loyalty owed to the enterprise; or (C) an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the enterprise.  (c) A governing person, former governing person, or delegate is considered to have been found liable in relation to a claim, issue, or matter only if the liability is established by an order, including a judgment or decree of a court, and all appeals of the order are exhausted or foreclosed by law. (d) Notwithstanding any other provision of this chapter, an enterprise may not indemnify or advance expenses to a person if the indemnification or advancement conflicts with a restriction in the enterprise's governing documents. (Act 2009-513, p. 967, §52.)
AL Code § 10A-1-6.23 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 1 - General Provisions.|Article 6 - Indemnification and Insurance.|Division C - Permissive Indemnification and Advancement of Expenses.|Section 10A-1-6.23 - Manner for Determining Permissive Indemnification.

Section 10A-1-6.23Manner for determining permissive indemnification. (a) Except as otherwise provided by subsections (b) and (c), the determinations required under Section 10A-1-6.21(a) must be made by: (1) a majority vote of a quorum composed of the governing persons who at the time of the vote are disinterested and independent; (2) if a quorum described by subsection (a)(1) cannot be obtained, a majority vote of a committee of the board of directors of the enterprise designated to act in the matter by a majority vote of the governing persons and composed of at least one governing person who at the time of the vote is disinterested and independent; (3) special legal counsel selected by the board of directors of the enterprise, or selected by a committee of the board of directors, by vote in accordance with subdivision (1) or subdivision (2) or, if a quorum described by subdivision (1) cannot be obtained and a committee described by subdivision (2) cannot be established, by a majority vote of the governing persons of the enterprise; (4) a majority of the membership interests that are entitled to vote on the transactions by virtue of not being owned by or under control of the governing persons constitutes a quorum for purposes of taking action under this section; or (5) a unanimous vote of the owners or members of the enterprise. (b) If special legal counsel determines under subsection (a)(3) that a person meets the standard under Section 10A-1-6.21(a)(1), the special legal counsel shall determine whether the amount of expenses is reasonable under Section 10A-1-6.21(a)(2) but may not determine whether indemnification should be paid under Section 10A-1-6.21(a)(3). The determination whether indemnification should be paid must be made in a manner specified by subsection (a)(1), (2), (4), or (5). (c) A provision contained in the governing documents of the enterprise, a resolution of the owners, members, or governing authority, or an agreement that requires the indemnification of a person who meets the standard under Section 10A-1-6.21(a)(1) constitutes a determination under Section 10A-1-6.21(a)(3) that indemnification should be paid even though the provision may not have been adopted or authorized in the same manner as the determinations required under Section 10A-1-6.21(a). The determinations required under Section 10A-1-6.21(a)(1) and (2) must be made in a manner provided by subsection (a). (Act 2009-513, p. 967, §52.)
AL Code § 10A-1-6.24 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 1 - General Provisions.|Article 6 - Indemnification and Insurance.|Division C - Permissive Indemnification and Advancement of Expenses.|Section 10A-1-6.24 - Advancement of Expenses.

Section 10A-1-6.24Advancement of expenses. (a) An enterprise may pay or reimburse reasonable expenses incurred by a governing person, former governing person, or delegate that was, is, or is threatened to be made a respondent in a proceeding in advance of the final disposition of the proceeding without making the determinations required under Section 10A-1-6.21(a) after the enterprise receives: (1) written affirmation by the person of the person's good faith belief that the person has met the standard of conduct necessary for indemnification under this article; and (2) written undertaking by or on behalf of the person to repay the amount paid or reimbursed if the final determination is that the person has not met that standard or that indemnification is prohibited by Section 10A-1-6.22. (b) A provision in the governing documents of the enterprise, a resolution of the owners, members, or governing authority, or an agreement that requires the payment or reimbursement permitted under this section authorizes that payment or reimbursement after the enterprise receives an affirmation and undertaking described by subsection (a). (c) The written undertaking required by subsection (a)(2) must be an unlimited general obligation of the person but need not be secured and may be accepted by the enterprise without regard to the person's ability to make repayment. (d) An enterprise may not advance expenses to or reimburse expenses of a person if the advancement or reimbursement conflicts with a restriction in the enterprise's governing documents. (Act 2009-513, p. 967, §52.)
AL Code § 10A-1-6.25 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 1 - General Provisions.|Article 6 - Indemnification and Insurance.|Division C - Permissive Indemnification and Advancement of Expenses.|Section 10A-1-6.25 - Indemnification and Advancement of Expenses to Persons Other Than Governing Persons.

Section 10A-1-6.25Indemnification and advancement of expenses to persons other than governing persons. (a) Notwithstanding any other provision of this chapter but subject to subsection (d) and to the extent consistent with other law, an enterprise may indemnify and advance expenses to a person who is not a governing person, including an officer, employee, agent, or delegate, as provided by: (1) the enterprise's governing documents; (2) general or specific action of the enterprise's governing authority; (3) resolution of the enterprise's owners or members; (4) contract; or (5) common law. (b) An enterprise shall indemnify and advance expenses to an officer to the same extent that indemnification or advancement of expenses is required under this chapter for a governing person. (c) A person described by subsection (a) may seek indemnification or advancement of expenses from an enterprise to the same extent that a governing person may seek indemnification or advancement of expenses under this chapter. (d) The certificate of formation of an enterprise may restrict the circumstances under which the enterprise must or may indemnify a person under this section. (Act 2009-513, p. 967, §52; Act 2016-379, §4.)
AL Code § 10A-1-6.26 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 1 - General Provisions.|Article 6 - Indemnification and Insurance.|Division C - Permissive Indemnification and Advancement of Expenses.|Section 10A-1-6.26 - Permissive Indemnification of and Reimbursement of Expenses to Witnesses.

Section 10A-1-6.26Permissive indemnification of and reimbursement of expenses to witnesses. Notwithstanding any other provision of this chapter, an enterprise may pay or reimburse reasonable expenses incurred by a governing person, officer, employee, agent, delegate, or other person in connection with that person's appearance as a witness or other participation in a proceeding at a time when the person is not a respondent in the proceeding. (Act 2009-513, p. 967, §52.)