reglab/statecodes huggingface dataset:
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division A - Formation, Existence, and Certificate. › Section 10A-1-3.08 - Filings Before January 1, 2021.

Section 10A-1-3.08
Filings before January 1, 2021.
(a) Filing instruments that (i) were required or permitted to be delivered for filing to a filing officer other than the Secretary of State prior to January 1, 2021, (ii) were delivered for filing to a filing officer other than the Secretary of State prior to January 1, 2021, (iii) were accepted by that filing officer and filed by that filing officer prior to January 1, 2021, and (iv) would, if they were delivered for filing on or after January 1, 2021, be required or permitted to be delivered to the Secretary of State for filing shall:
(1) remain in full force and effect until amended, restated, revoked, or otherwise altered by a filing instrument filed with the Secretary of State for that purpose; and
(2) not be affected as to their validity on or after January 1, 2021, solely by reason of the change of location of filings for similar filing instruments on or after January 1, 2021, to the office of the Secretary of State.
(b) A filing entity that has one or more filing instruments that are described in clauses (i) through (iv) of subsection (a) and that are not in the records of the Secretary of State, may, but is not required to, deliver to the Secretary of State for filing on or after January 1, 2021, a certificate of information listing and attaching certified copies of all of the above-described filing instruments of that entity.
(Act 2020-73, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division B - Amendments and Restatements of Certificate of Formation. › Section 10A-1-3.11 - Right to Amend Certificate of Formation.

Section 10A-1-3.11
Right to amend certificate of formation.
(a) A filing entity may amend its certificate of formation.
(b) An amended certificate of formation may contain only provisions that:
(1) would be permitted at the time of the amendment if the amended certificate of formation were a newly filed original certificate of formation; or
(2) effect a change, exchange, reclassification, or cancellation in the membership or ownership interests or the rights of owners or members of the filing entity.
(Acts 1984, No. 84-290, p. 502, §36; §10-3A-80; amended and renumbered by Act 2009-513, p. 967, §15.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division B - Amendments and Restatements of Certificate of Formation. › Section 10A-1-3.12 - Procedures to Amend Certificate of Formation.

Section 10A-1-3.12
Procedures to amend certificate of formation.
(a) The procedure to adopt an amendment to the certificate of formation is as provided by the chapter of this title which applies to the entity, provided that unless the governing documents of the entity or the chapter of this title which applies to the entity provide otherwise, the governing authorities of the entity shall have the power, without owner or member action, to adopt one or more amendments to the entity's certificate of formation:
(1) to delete the name and address of organizers or persons listed in the original certificate of formation as initial governing persons, other than the name and address of each general partner of a limited partnership;
(2) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State;
(3) to change the entity name by adding, deleting, or changing a geographical attribution in the name, or by substituting:
a. in the case of a corporation, the word "corporation" or "incorporated" or an abbreviation of one of the words for a similar word or abbreviation;
b. in the case of a professional corporation, the words "professional corporation" for the abbreviation thereof, or the abbreviation for the words;
c. in the case of a professional association in existence on December 31, 1983, the words "professional association" for the abbreviation thereof, or the abbreviation for the words;
d. in the case of a limited partnership, the word "limited" or "limited partnership" or an abbreviation of one of the words for a similar word or abbreviation;
e. in the case of a limited liability company, the words "limited liability company" for the abbreviation thereof, or the abbreviation for the words; or
(4) to make any other change to the certificate of formation expressly permitted by this title to be made without owner or member action.
(b) A filing entity that amends its certificate of formation shall sign and file, in the manner required by Article 4, a certificate of amendment complying with Section 10A-1-3.13 or a restated certificate of formation complying with Section 10A-1-3.17.
(Act 2009-513, p. 967, §16.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division B - Amendments and Restatements of Certificate of Formation. › Section 10A-1-3.13 - Certificate of Amendment.

Section 10A-1-3.13
Certificate of amendment.
A certificate of amendment for a filing entity must state:
(1) the name of the filing entity;
(2) the type of the filing entity;
(3) the date of filing of the certificate of formation, and of all prior amendments and the filing office or offices where filed;
(4) for each provision of the certificate of formation that is added, altered, or deleted, an identification by reference or description of the added, altered, or deleted provision and, if the provision is added or altered, a statement of the text of the amended or added provision;
(5) that the amendment or amendments have been approved in the manner required by this title and the governing documents of the entity; and
(6) all other information required by the provisions of this title applicable to the filing entity to be in the certificate of amendment.
(Act 2009-513, p. 967, §16.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division B - Amendments and Restatements of Certificate of Formation. › Section 10A-1-3.14 - Effect of Filing Certificate of Amendment.

Section 10A-1-3.14
Effect of filing certificate of amendment.
(a) An amendment to a certificate of formation takes effect when the filing of the certificate of amendment takes effect as provided by Article 4.
(b) An amendment to a certificate of formation does not affect:
(1) an existing cause of action in favor of or against the entity for which the certificate of amendment is sought;
(2) a pending suit to which the entity is a party; or
(3) an existing right of a person other than an existing owner.
(c) If the name of an entity is changed by amendment, an action brought by or against the entity in the former name of the entity does not abate because of the name change.
(Act 2009-513, p. 967, §16.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division B - Amendments and Restatements of Certificate of Formation. › Section 10A-1-3.15 - Right to Restate Certificate of Formation.

Section 10A-1-3.15
Right to restate certificate of formation.
(a) A filing entity may restate its certificate of formation.
(b) An amendment effected by a restated certificate of formation must comply with Section 10A-1-3.11(b).
(Act 2009-513, p. 967, §16.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division B - Amendments and Restatements of Certificate of Formation. › Section 10A-1-3.16 - Procedures to Restate Certificate of Formation.

Section 10A-1-3.16
Procedures to restate certificate of formation.
(a) The procedure to adopt a restated certificate of formation is governed by the chapter of this title which applies to the entity.
(b) A filing entity that restates its certificate of formation shall sign and file, in the manner required by Article 4, a restated certificate of formation and accompanying statements complying with Section 10A-1-3.17.
(Act 2009-513, p. 967, §16.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division B - Amendments and Restatements of Certificate of Formation. › Section 10A-1-3.17 - Restated Certificate of Formation.

Section 10A-1-3.17
Restated certificate of formation.
(a) A restated certificate of formation must accurately state the text of the previous certificate of formation, regardless of whether the certificate of formation is an original, corrected, or restated certificate, and include:
(1) each previous amendment to the certificate being restated that is carried forward; and
(2) each new amendment to the certificate being restated.
(b) A restated certificate of formation may omit:
(1) the name and address of each organizer other than the name and address of each general partner of a limited partnership; and
(2) any other information that may be omitted under the provisions of this title applicable to the filing entity.
(c) A restated certificate of formation that does not make new amendments requiring owner approval to the certificate of formation being restated must be accompanied by:
(1) a statement that (i) the restated certificate of formation accurately states the text of the certificate of formation being restated, as amended, restated, and corrected, except for information omitted under subsection (b), (ii) the restated certificate does not make new amendments requiring owner approval, and (iii) the governing persons have adopted the restatement in the manner required by this title and the governing documents of the entity; and
(2) any other information required by other provisions of this title applicable to the filing entity.
(d) A restated certificate of formation that makes new amendments requiring owner approval to the certificate of formation being restated must:
(1) be accompanied by a statement that each new amendment has been made in accordance with this title;
(2) identify by reference or description each added, altered, or deleted provision;
(3) be accompanied by a statement that each amendment has been approved in the manner required by this title and the governing documents of the entity, including any information required by this article to be set forth in an amendment to the certificate of formation as to the owner approval of the amendment;
(4) be accompanied by a statement that the restated certificate of formation:
(A) accurately states the text of the certificate of formation being restated and each amendment to the certificate of formation being restated that is in effect, as further amended by the restated certificate of formation; and
(B) does not contain any other change in the certificate of formation being restated except for information omitted under subsection (b); and
(5) include any other information required by the chapter of this title applicable to the entity.
(Act 2009-513, p. 967, §16; Act 2018-125, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division B - Amendments and Restatements of Certificate of Formation. › Section 10A-1-3.18 - Effect of Filing of Restated Certificate of Formation.

Section 10A-1-3.18
Effect of filing of restated certificate of formation.
(a) A restated certificate of formation takes effect when the filing of the restated certificate of formation takes effect as provided by Article 4.
(b) On the date the restated certificate of formation takes effect, the original certificate of formation and each prior amendment or restatement of the certificate of formation is superseded and the restated certificate of formation is the effective certificate of formation.
(c) Section 10A-1-3.14(b) and (c) apply to an amendment effected by a restated certificate of formation.
(Act 2009-513, p. 967, §16.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division C - Governing Persons and Officers. › Section 10A-1-3.21 - Rights of Governing Persons in Certain Cases.

Section 10A-1-3.21
Rights of governing persons in certain cases.
(a) In discharging a duty or exercising a power, a governing person, including a governing person who is a member of a committee, in good faith and with ordinary care, may rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning a domestic entity or another person and prepared or presented by:
(1) an officer or employee of the entity;
(2) legal counsel;
(3) a public accountant or certified public accountant;
(4) an investment banker;
(5) a person who the governing person reasonably believes possesses professional expertise in the matter; or
(6) a committee of the governing authority of which the governing person is not a member.
(b) A governing person may not in good faith rely on the information described by subsection (a) if the governing person has knowledge of a matter that makes the reliance unwarranted.
(c) A governing person held liable on a claim is entitled to contribution from each of the other governing persons held liable on the same claim, as appropriate to achieve equity.
(Act 2009-513, p. 967, §18.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division C - Governing Persons and Officers. › Section 10A-1-3.22 - Officers.

Section 10A-1-3.22
Officers.
(a) Officers of a domestic entity may be elected or appointed in accordance with the governing documents of the entity or by the governing authority of the entity unless prohibited by the governing documents.
(b) An officer of an entity shall perform the duties in the management of the entity and has the authority as provided by the governing documents of the entity or by the governing authority that elects or appoints the officer.
(c) A person may simultaneously hold any two or more offices of an entity unless prohibited by this title or the governing documents of the entity.
(Act 2009-513, p. 967, §18.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division C - Governing Persons and Officers. › Section 10A-1-3.23 - Removal of Officers.

Section 10A-1-3.23
Removal of officers.
(a) Unless otherwise provided by the governing documents of a domestic entity, an officer may be removed for or without cause by the governing authority or as provided by the governing documents of the entity. The removal of an officer does not prejudice any contract rights of the person removed.
(b) Election or appointment of an officer does not by itself create contract rights.
(Act 2009-513, p. 967, §18.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division C - Governing Persons and Officers. › Section 10A-1-3.24 - Rights of Officers in Certain Cases.

Section 10A-1-3.24
Rights of officers in certain cases.
(a) In discharging a duty or exercising a power, an officer of a domestic entity, in good faith and ordinary care, may rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the entity or another person and prepared or presented by:
(1) another officer or an employee of the entity;
(2) legal counsel;
(3) a public accountant or certified public accountant;
(4) an investment banker; or
(5) a person who the officer reasonably believes possesses professional expertise in the matter.
(b) An officer may not in good faith rely on the information described by subsection (a) if the officer has knowledge of a matter that makes the reliance unwarranted.
(Act 2009-513, p. 967, §18.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division D - Recordkeeping. › Section 10A-1-3.31 - Books and Records for Domestic Entities.

Section 10A-1-3.31
Books and records for domestic entities.
Each domestic entity covered shall keep the records as required by its governing documents or the chapter of this title applicable to the entity.
(Act 2009-513, p. 967, §20.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division D - Recordkeeping. › Section 10A-1-3.32 - Right of Inspection and Access by Certain Domestic Entities.

Section 10A-1-3.32
Right of inspection and access by certain domestic entities.
(a) This section applies to domestic entities other than (i) corporations formed pursuant to or governed by Chapter 2A or Chapter 4, and real estate investment trusts formed pursuant to or governed by Chapter 10, each of which is governed by the separate recordkeeping requirements and record inspections provisions of Chapter 2A and (ii) nonprofit corporations formed pursuant to or governed by Chapter 3, limited liability companies formed pursuant to or governed by Chapter 5A, general partnerships formed pursuant to or governed by Chapter 8A, and limited partnerships formed pursuant to or governed by Chapter 9A, each of which are governed by the separate recordkeeping requirements and record inspection provisions set forth in each entity's respective chapter governing that entity.
(b) With respect to a domestic entity covered by this section, the books and records maintained under the chapter of this title applicable to that entity and any other books and records of that entity, wherever situated, are subject to inspection and copying at the reasonable request, and at the expense of, any owner or member or the owner's or member's agent or attorney during regular business hours. The right of access extends to the legal representative of a deceased owner or member or owner or member under legal disability. The entity shall also provide former owners and members with access to its books and records pertaining to the period during which they were owners or members.
(c) The governing documents of a domestic entity may not unreasonably restrict an owner's or member's right to information or access to books and records.
(d) Any agent or governing person of a domestic entity who, without reasonable cause, refuses to allow any owner or member or the owner's or member's agent or legal counsel to inspect any books or records of that entity shall be personally liable to the agent or member for a penalty in an amount not to exceed 10 percent of the fair market value of the ownership interest of the owner or member, in addition to any other damages or remedy.
(Act 2009-513, p. 967, §20; Act 2018-125, §1; Act 2019-94, §2; Act 2020-73, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division E - Certificates Representing Ownership Interest. › Section 10A-1-3.41 - Certificated or Uncertificated Ownership Interest.

Section 10A-1-3.41
Certificated or uncertificated ownership interest.
(a) Ownership interests in a domestic entity may be certificated or uncertificated.
(b) The ownership interests in a business corporation, real estate investment trust, or professional corporation must be certificated unless the governing documents of the entity or a resolution adopted by the governing authority of the entity states that the ownership interests are uncertificated. If a domestic entity changes the form of its ownership interests from certificated to uncertificated, a certificated ownership interest subject to the change becomes an uncertificated ownership interest only after the certificate is surrendered to the domestic entity.
(c) Ownership interests in a domestic entity, other than a domestic entity described in subsection (b), are uncertificated unless this title or the governing documents of the domestic entity state that the interests are certificated.
(d) Unless an entity's chapter specifically provides otherwise, no certificate of a certificated ownership interest shall be issued in bearer form.
(Act 2009-513, p. 967, §22; Act 2018-125, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division E - Certificates Representing Ownership Interest. › Section 10A-1-3.42 - Form and Validity of Certificates; Enforcement of Entity's Rights; Abbreviations.

Section 10A-1-3.42
Form and validity of certificates; enforcement of entity's rights; abbreviations.
(a) A certificated ownership interest in a domestic entity may contain an impression of the seal of the entity, if any. A facsimile of the entity's seal may be printed or lithographed on the certificate.
(b) If a domestic entity is authorized to issue ownership interests of more than one class or series, each certificate representing ownership interests that is issued by the entity must conspicuously state on the front or back of the certificate:
(1) the designations, preferences, limitations, and relative rights of the ownership interests of each class or series to the extent they have been determined and the authority of the governing authority to make those determinations as to subsequent classes or series; or
(2) that the information required by subsection (1) is stated in the domestic entity's governing documents and that the domestic entity, on written request to the entity's principal office or registered office, will provide a free copy of that information to the record holder of the certificate.
(c) A certificate representing ownership interests must state on the front of the certificate:
(1) that the domestic entity is organized under the laws of this state;
(2) the name of the person to whom the certificate is issued;
(3) the number and class of ownership interests and the designation of the series, if any, represented by the certificate; and
(4) if the ownership interests are shares, the par value of each share represented by the certificate, or a statement that the shares are without par value.
(d) A certificate representing ownership interests that is subject to a restriction, placed by or agreed to by the domestic entity pursuant to this title on the transfer or registration of the transfer of the ownership interests must conspicuously note the existence of the restriction on the front or back of the certificate. Even if not so noted, a restriction is enforceable against a person with actual knowledge of the restriction.
(e) Abbreviations may be used in the inscribing of certificates representing ownership interests. Without limiting the use of other abbreviations, however, the following or substantially similar abbreviations may be used in the inscribing of such certificates, and shall be construed as though they were written out in full and shall be accorded the meaning ascribed herein.
Abbreviation:
Meaning:
TEN COM
As tenants in common.
JTWROS
As joint tenants with rights of survivorship and not as tenants in common.
JT TEN
As joint tenants with rights of survivorship and not as tenants in common.
CUSTODIAN FOR, UTMA
As custodian for______(name of minor) under the Uniform Transfers to Minors Act.
(Act 2009-513, p. 967, §22; Act 2018-125, §1; Act 2019-94, §2; Act 2020-73, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division E - Certificates Representing Ownership Interest. › Section 10A-1-3.43 - Signature Requirement.

Section 10A-1-3.43
Signature requirement.
(a) The managerial official or officials of a domestic entity authorized by the governing documents of the entity to sign certificated ownership interests of the entity must sign any certificate representing an ownership interest in the entity.
(b) A certificated ownership interest that contains the manual or facsimile signature of a person who is no longer a managerial official of a domestic entity when the certificate is issued may be issued by the entity in the same manner and with the same effect as if the person had remained a managerial official.
(Act 2009-513, p. 967, §22.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division E - Certificates Representing Ownership Interest. › Section 10A-1-3.44 - Delivery Requirement.

Section 10A-1-3.44
Delivery requirement.
A domestic entity shall deliver to the owner thereof a certificate representing a certificated ownership interest to which the owner is entitled.
(Act 2009-513, p. 967, §22.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division E - Certificates Representing Ownership Interest. › Section 10A-1-3.45 - Notice for Uncertificated Ownership Interest.

Section 10A-1-3.45
Notice for uncertificated ownership interest.
(a) Except as otherwise provided in subsection (c) and in accordance with Article 8 of Title 7, after issuing or transferring an uncertificated ownership interest, a domestic entity shall notify the owner of the ownership interest in writing of any information required under this division to be stated on a certificate representing the ownership interest.
(b) Except as otherwise expressly provided by law, the rights and obligations of the owner of an uncertificated ownership interest are the same as the rights and obligations of the owner of a certificated ownership interest of the same class and series.
(c) A domestic entity is not required to send a notice under subsection (a) if:
(1) the required information is included in the governing documents of the entity; and
(2) the owner of the uncertificated ownership interest is provided with a copy of the governing documents.
(Act 2009-513, p. 967, §22.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division A - General Provisions. › Section 10A-1-4.03 - Time for Filing.

Section 10A-1-4.03
Time for filing.
Unless this title prescribes a specific period for filing, an entity shall promptly file each filing instrument that this title requires the entity to file.
(Act 2009-513, p. 967, §26.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division A - General Provisions. › Section 10A-1-4.04 - Certificates and Certified Copies.

Section 10A-1-4.04
Certificates and certified copies.
(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.
(Act 2009-513, p. 967, §26; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division A - General Provisions. › Section 10A-1-4.05 - Forms Adopted by Secretary of State.

Section 10A-1-4.05
Forms adopted by Secretary of State.
(a) The Secretary of State may adopt forms for a filing instrument or a report authorized or required by this title to be filed with the Secretary of State.
(b) A person is not required to use a form adopted by the Secretary of State.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-1.21; amended and renumbered by Act 2009-513, p. 967, §27; Act 2020-73, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division A - General Provisions. › Section 10A-1-4.06 - Powers of Filing Office.

Section 10A-1-4.06
Powers of filing office.
Each filing officer shall have the powers reasonably necessary to perform the duties required of him or her by this title.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-1.30; amended and renumbered by Act 2009-513, p. 967, §27; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division A - General Provisions. › Section 10A-1-4.07 - Communication Between Filing Officer and Entity; Redaction of Information.

Section 10A-1-4.07
Communication between filing officer and entity; redaction of information.
(a) Any communication from a filing officer to an entity may be accomplished by electronic transmission or by mail or courier to that entity's principal office address.
(b) If any law prohibits the disclosure by a filing officer of information contained in a filing instrument delivered for filing, the filing officer shall file the filing instrument if it otherwise complies with the applicable law, but the filing officer may redact such information so that it is not available to the public.
(Act 2020-73, §4.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division B - When Filings Take Effect. › Section 10A-1-4.11 - General Rule.

Section 10A-1-4.11
General rule.
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.
(Act 2009-513, p. 967, §29; Act 2019-94, §2; Act 2020-73, §5.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division B - When Filings Take Effect. › Section 10A-1-4.12 - Time and Date of Effectiveness for Certain Filings; Time Zones.

Section 10A-1-4.12
Time and date of effectiveness for certain filings; time zones.
(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.
(Act 2009-513, p. 967, §29; Act 2018-125, §1; Act 2020-73, §5.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division B - When Filings Take Effect. › Section 10A-1-4.13 - Abandonment Before Effectiveness.

Section 10A-1-4.13
Abandonment before effectiveness.
(a) The parties to a filing instrument may abandon the filing instrument if the instrument has not taken effect.
(b) To abandon a filing instrument the parties to the instrument must file with the filing officer a certificate of abandonment.
(c) A certificate of abandonment must:
(1) be signed on behalf of each entity that is a party to the action or transaction by the person authorized by this title to act on behalf of the entity;
(2) state the nature of the filing instrument to be abandoned, the date of the instrument, and the parties to the instrument; and
(3) state that the filing instrument has been abandoned in accordance with the agreement of the parties.
(d) On the filing of the certificate of abandonment, the action or transaction evidenced by the original filing instrument is abandoned and may not take effect.
(e) If in the interim before a certificate of abandonment is filed, the name of an entity that is a party to the action or transaction becomes indistinguishable on the records of the Secretary of State from the name of another entity already on file or reserved or registered pursuant to this title, the filing officer may not file the certificate of abandonment unless the entity by or for whom the certificate is filed changes its name in the manner provided by this title for that entity.
(Act 2009-513, p. 967, §29; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division B - When Filings Take Effect. › Section 10A-1-4.14 - Delayed Effectiveness Not Permitted.

Section 10A-1-4.14
Delayed effectiveness not permitted.
The effect of the following filing instruments may not be delayed:
(1) a reservation of name as provided by Division B of Article 5;
(2) a registration of name as provided by Division C of Article 5; or
(3) a certificate of abandonment as provided by Section 10A-1-4.13.
(Act 2009-513, p. 967, §29.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division B - When Filings Take Effect. › Section 10A-1-4.15 - Acknowledgement of Filing With Delayed Effectiveness.

Section 10A-1-4.15
Acknowledgement of filing with delayed effectiveness.
An acknowledgment of filing issued or other action taken by the filing officer affirming the filing of a filing instrument that has a specific delayed effective date must state the date and time at which the instrument takes effect.
(Act 2009-513, p. 967, §29; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division C - Correction and Amendment. › Section 10A-1-4.21 - Corrections of Filings.

Section 10A-1-4.21
Corrections of filings.
(a) A filing instrument that has been filed with a filing officer that is an inaccurate record of the event or transaction evidenced in the instrument, that contains an inaccurate or erroneous statement, or that was defectively or erroneously signed, sealed, acknowledged, or verified may be corrected by filing a certificate of correction.
(b) A certificate of correction must be signed by the person authorized by this title to act on behalf of the entity.
(Act 2009-513, p. 967, §31; Act 2019-94, §2; Act 2020-73, §5.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division C - Correction and Amendment. › Section 10A-1-4.22 - Limitation on Correction of Filings.

Section 10A-1-4.22
Limitation on correction of filings.
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.
(Act 2009-513, p. 967, §31.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division C - Correction and Amendment. › Section 10A-1-4.23 - Certificate of Correction.

Section 10A-1-4.23
Certificate of correction.
The certificate of correction must:
(1) state the name of the entity;
(2) identify the filing instrument to be corrected by description and date of filing with the filing officer;
(3) identify the inaccuracy, error, or defect to be corrected; and
(4) state in corrected form the portion of the filing instrument to be corrected.
(Act 2009-513, p. 967, §31; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division C - Correction and Amendment. › Section 10A-1-4.24 - Filing Certificate of Correction.

Section 10A-1-4.24
Filing certificate of correction.
The certificate of correction shall be filed with and acted on by the filing officer as provided in Section 10A-1-4.02.
(Act 2009-513, p. 967, §31; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division C - Correction and Amendment. › Section 10A-1-4.25 - Effect of Certificate of Correction.

Section 10A-1-4.25
Effect of certificate of correction.
(a) After the filing officer files the certificate of correction, the filing instrument is considered to have been corrected on the date the filing instrument was originally filed, except as otherwise provided by subsection (b).
(b) As to a person who acted in reliance on the filing instrument prior to its correction and who is adversely affected by that correction, the filing instrument is considered to have been corrected on the date the certificate of correction is filed.
(c) An acknowledgment of filing or a similar instrument issued by the filing officer before a filing instrument is corrected, with respect to the effect of filing the original filing instrument, applies to the corrected filing instrument as of the date the corrected filing instrument is considered to have been filed under this section.
(Act 2009-513, p. 967, §31; Act 2018-125, §1; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division C - Correction and Amendment. › Section 10A-1-4.26 - Amendment of Filings.

Section 10A-1-4.26
Amendment of filings.
A filing instrument that an entity files with the filing officer may be amended or supplemented in accordance with the provisions of the chapter that apply to that entity or in accordance with that entity's governing documents. If neither the chapter that applies to that entity nor the governing documents of that entity provides or prohibits a process for the approval and filing of an amendment or supplement to that filing instrument for that entity, then that filing instrument may be amended or supplemented and filed utilizing the same process for approval and filing as was used to approve and file that filing instrument.
(Act 2009-513, p. 967, §31; Act 2016-379, p. 934, §2; Act 2019-94, §2.)
2023 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 A - General Provisions. › Section 10A-1-5.01 - Effect on Rights Under Other Law.

Section 10A-1-5.01
Effect on rights under other law.
The filing of a certificate of formation by a filing entity pursuant to this title, an application for registration or statement of foreign limited liability partnership by a foreign filing entity pursuant to this title, or an application for reservation or registration of a name pursuant to this article does not authorize the use of a name in this state in violation of a right of another under:
(1) The Trademark Act of 1946, as amended, 15 U.S.C. Section 1051 et seq.; or
(2) Chapter 12 of Title 8; or
(3) Common law.
(Act 2009-513, p. 967, §35; Act 2018-125, §1; Act 2019-94, §2.)
2023 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 A - General Provisions. › Section 10A-1-5.02 - Unauthorized Purpose in Name Prohibited.

Section 10A-1-5.02
Unauthorized purpose in name prohibited.
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.
(Act 2009-513, p. 967, §35; Act 2018-125, §1.)
2023 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 A - General Provisions. › Section 10A-1-5.03 - Names Prohibited.

Section 10A-1-5.03
Names prohibited.
(a) A domestic entity may not have a name and a foreign filing entity may not register to transact business in this state under a name that is the same as or not distinguishable on the records of the Secretary of State from:
(1) the name of another existing filing entity or a general partnership that has an effective statement of partnership, statement of not for profit partnership, or limited liability partnership under Chapter 8A;
(2) the name of a foreign filing entity that has a registration under Article 7;
(3) a name that is reserved under Division B.
(b) Subsection (a) does not apply if the other entity or the person for whom the name is reserved consents in writing to the use of a name not distinguishable on the records of the Secretary of State, and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable on the records of the Secretary of State from the name for which application was made.
(c) In determining whether a name is the same as or not distinguishable on the records of the Secretary of State from the name of another entity, words, phrases, or abbreviations indicating the type of entity, such as "corporation," "corp.," "general partnership," "GP," "G.P.," "not for profit general partnership," "NGP," "N.G.P.," "incorporated," "Inc.," "limited liability company," "LLC," "L.L.C.," "limited partnership," "LP," "L.P.," "Ltd.," "limited liability limited partnership," "LLLP," "L.L.L.P.," "limited liability partnership," "LLP," or "L.L.P." shall not be taken into account unless waived in writing by the incumbent holder of the name.
(Act 2009-513, p. 967, §35; Act 2013-338, p. 1196, §1; Act 2018-125, §1.)
2023 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 A - General Provisions. › Section 10A-1-5.04 - Name of Corporation or Foreign Corporation.

Section 10A-1-5.04
Name of corporation or foreign corporation.
(a) The name of a corporation or foreign corporation must contain:
(1) the word "corporation" or "incorporated"; or
(2) an abbreviation of one of those words.
(b) Subsection (a) does not apply to a nonprofit corporation or foreign nonprofit corporation, or to banks, trust companies, savings and loan associations, or insurance companies.
(c) In lieu of a word or abbreviation required by subsection (a), the name of a professional corporation must comply with the requirements of Section 10A-1-5.08.
(d) The requirements of subsection (a) do not apply to any corporation organized before January 1, 1981.
(e) For a corporation that elects to be a benefit corporation under the Alabama Business Corporation Law, the name of that benefit corporation must contain the words "benefit corporation," the abbreviation "B.C.," or the designation "BC" and may not use the word "incorporated" or an abbreviation thereof.
(Act 2009-513, p. 967, §35; Act 2013-338, p. 1196, §1; Act 2018-125, §1; Act 2020-73, §5.)
2023 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 A - General Provisions. › Section 10A-1-5.05 - Name of Limited Partnership.

Section 10A-1-5.05
Name of limited partnership.
(a) The name of a limited partnership or a foreign limited partnership registered to transact business in this state may contain the name of any partner.
(b) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase "limited partnership" or "Limited," or the abbreviation "L.P.," "LP," or "Ltd." and must not contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P."
(c) The name of a limited liability limited partnership must contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and must not contain the abbreviation "L.P.," "LP," or "Ltd."
(d) Subject to Section 10A-1-7.07, this section applies to any foreign limited partnership transacting business in this state, having a certificate of authority to transact business in this state, or applying for a certificate of authority.
(e) The name of a limited partnership may not contain the following words: "bank," "banking," "banker," "trust," "insurance," "insurer," "corporation," "incorporated," or any abbreviation of such words.
(Act 2016-379, p. 934, §3; Act 2018-125, §1.)
2023 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 A - General Provisions. › Section 10A-1-5.06 - Name of Limited Liability Company or Foreign Limited Liability Company.

Section 10A-1-5.06
Name of limited liability company or foreign limited liability company.
The name of a limited liability company or a foreign limited liability company registered to transact business in this state must contain the words "Limited Liability Company" or the abbreviation "L.L.C." or "LLC".
(Acts 1993, No. 93-724, p. 1425, §5; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-5; amended and renumbered by Act 2009-513, p. 967, §36; Act 2018-125, §1.)
2023 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 A - General Provisions. › Section 10A-1-5.07 - Name of Registered Limited Liability Partnership.

Section 10A-1-5.07
Name of registered limited liability partnership.
The name of a limited liability partnership or a foreign limited liability partnership registered to transact business in this state shall contain the words "Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP".
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1002; amended and renumbered by Act 2009-513, p. 967, §36; Act 2018-125, §1.)
2023 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 A - General Provisions. › Section 10A-1-5.08 - Name of Professional Corporation.

Section 10A-1-5.08
Name of professional corporation.
The name of a domestic professional corporation or of a foreign professional corporation registered to transact business in this state must contain the words "professional corporation" or the abbreviation "P.C." or "PC" and shall otherwise conform to any rule promulgated by a licensing authority having jurisdiction of a professional service described in the certificate of formation of the professional corporation.
(Acts 1983, No. 83-514, p. 763, §8; Acts 1988, 1st Ex. Sess., No. 88-905, p. 474, §1; §10-4-387; amended and renumbered by Act 2009-513, p. 967, §36; Act 2018-125, §1; Act 2019-94, §2.)