reglab/statecodes huggingface dataset:
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 11 - Miscellaneous Provisions. › Section 10A-9A-11.01 - Application to Existing Relationships.

Section 10A-9A-11.01
Application to existing relationships.
(a) Beginning January 1, 2017, this chapter governs all limited partnerships and all foreign limited partnerships.
(b) With respect to a limited partnership formed before January 1, 2010, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(1) Section 10A-1-3.03 does not apply and the limited partnership has whatever duration it had under the law applicable immediately before January 1, 2010.
(2) The limited partnership is not required to amend its certificate of formation to comply with Section 10A-9A-2.01(a)(5); but once amended or restated, the certificate of formation must comply with Section 10A-9A-2.01(a)(5).
(3) Sections 10A-9A-6.01 and 10A-9A-6.02 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2010.
(4) Section 10A-9A-6.03(4) does not apply.
(5) Section 10A-9A-6.03(5) does not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2010.
(6) Section 10A-9A-8.01(c) does not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2010.
(c) With respect to limited partnerships formed before January 1, 2017:
(1) the limited partnership's formation document, whether a certificate of limited partnership or a certificate of formation is deemed to be the limited partnership's certificate of formation; and
(2) the limited partnership's partnership agreement is deemed the limited partnership's partnership agreement.
(d) With respect to a limited partnership formed before October 1, 1998, the term "partnership agreement" as defined in Section 10A-9A-1.02(10), includes the certificate of partnership.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 11 - Miscellaneous Provisions. › Section 10A-9A-11.02 - Severability Clause.

Section 10A-9A-11.02
Severability clause.
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 11 - Miscellaneous Provisions. › Section 10A-9A-11.03 - Relation to Electronic Signatures in Global and National Commerce Act.

Section 10A-9A-11.03
Relation to Electronic Signatures in Global And National Commerce Act.
This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but this chapter does not modify, limit, or supersede Section 101(c) of that act or authorize electronic delivery of any of the notices described in Section 103(b) of that act.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 11 - Miscellaneous Provisions. › Section 10A-9A-11.04 - Effective Date.

Section 10A-9A-11.04
Effective date.
This chapter takes effect January 1, 2017.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 11 - Miscellaneous Provisions. › Section 10A-9A-11.05 - Repeals.

Section 10A-9A-11.05
Repeals.
Effective January 1, 2017, the following parts of the Code of Alabama 1975 are repealed: Sections 10A-9-1.01 to 10A-9-12.08, inclusive, as amended and in effect immediately before the effective date of this act.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 11 - Miscellaneous Provisions. › Section 10A-9A-11.06 - Savings Clause.

Section 10A-9A-11.06
Savings clause.
This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 9A - Alabama Limited Partnership Law. › Article 11 - Miscellaneous Provisions. › Section 10A-9A-11.07 - Classification.

Section 10A-9A-11.07
Classification.
For purposes of income taxation, other than under Chapter 14A of Title 40, a domestic or foreign limited partnership or limited liability limited partnership 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.
(Act 2016-379, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.01 - Short Title.

Section 10A-10-1.01
Short title.
This chapter and the provisions of Chapter 1 to the extent applicable to real estate investment trusts may be cited as the "Alabama Real Estate Investment Trust Law."
(Acts 1995, No. 95-628, p. 1317, §1; §10-13-1; amended and renumbered by Act 2009-513, p. 967, §308.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.02 - Definitions.

Section 10A-10-1.02
Definitions.
As used in this chapter, unless the context otherwise requires, the following words shall have the meanings respectively ascribed to them:
(1) REAL ESTATE INVESTMENT TRUST. An unincorporated trust or association in which property is acquired, held, managed, administered, controlled, invested, or disposed of for the benefit and profit of any person who may become a shareholder or an entity that otherwise complies with the provisions of 26 U.S.C. Sections 856 to 860, inclusive, of the U.S. Internal Revenue Code, as amended from time to time, and the rulings and regulations adopted thereunder.
(2) SHARE. A transferable unit of beneficial interest in a real estate investment trust.
(3) SHAREHOLDER. The holder of a transferable unit of beneficial interest in a real estate investment trust.
(Acts 1995, No. 95-628, p. 1317, §2; §10-13-2; amended and renumbered by Act 2009-513, p. 967, §308.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.03 - Permitted Form of Unincorporated Trust or Association.

Section 10A-10-1.03
Permitted form of unincorporated trust or association.
A real estate investment trust is a permitted form of unincorporated trust or association, and may conduct business in the state in accordance with this chapter and with Chapter 1.
(Acts 1995, No. 95-628, p. 1317, §3; §10-13-3; amended and renumbered by Act 2009-513, p. 967, §308.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.04 - Construction With Other Law.

Section 10A-10-1.04
Construction with other law.
(a) This chapter does not limit present law as it applies to the creation of or doing business in the state by:
(1) A common-law trust.
(2) A business trust.
(3) A Massachusetts trust.
(b) To the extent any provision of this chapter is contrary to or inconsistent with 26 U.S.C. Sections 856 to 860, inclusive, of the U.S. Internal Revenue Code, as amended from time to time, or the rulings and regulations adopted under those sections, the latter shall prevail as to any real estate investment trust qualifying under those sections, rulings, and regulations.
(Acts 1995, No. 95-628, p. 1317, §4; §10-13-4; amended and renumbered by Act 2009-513, p. 967, §308.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.05 - Compliance Required.

Section 10A-10-1.05
Compliance required.
A real estate investment trust may not do business in the state until it complies with this chapter and, in the case of a foreign real estate investment trust, with Article 7 of Chapter 1.
(Acts 1995, No. 95-628, p. 1317, §5; §10-13-5; amended and renumbered by Act 2009-513, p. 967, §308.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.06 - Declaration of Trust.

Section 10A-10-1.06
Declaration of trust.
(a) A real estate investment trust organized under this chapter shall file its declaration of trust in the same manner as the certificate of formation of an Alabama domestic filing entity and shall be subject in all respects to the provisions of Article 4 of Chapter 1, governing filing of documents except as those provisions may be inconsistent with the provisions of this chapter.
(b) The declaration of trust shall:
(1) Indicate clearly that the trust is a real estate investment trust.
(2) State the name of the trust.
(3) State the total number of shares that the real estate investment trust has authority to issue.
(4) Provide for an annual meeting of shareholders after the delivery of the annual report, at a convenient location and on proper notice.
(5) Provide for the election of trustees at least every third year at an annual meeting of shareholders.
(6) State the number of trustees and the names of those persons who will serve as trustees until the first meeting of shareholders and until their successors are elected and qualified or at a later time as may be specified in the declaration of trust.
(7) State the name and address of a resident agent of the real estate investment trust in Alabama.
(8) If the shares are divided into classes as permitted by Section 10A-10-1.07, provide a description of each class, including any preferences, conversion, and other rights, voting powers, restrictions, limitations as to dividends or distributions, qualifications, and terms and conditions of redemption.
(c) Notwithstanding any provision of this chapter which requires for any action, the concurrence of a greater proportion of the votes than a majority of the votes entitled to be cast, a real estate investment trust may provide by its declaration of trust that the action may be taken or authorized on the concurrence of a smaller proportion, but not less than a majority of the number of votes entitled to be cast on the matter.
(d) The declaration of trust shall be signed and acknowledged by each trustee.
(Acts 1995, No. 95-628, p. 1317, §6; §10-13-6; amended and renumbered by Act 2009-513, p. 967, §308.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.08 - Removal of Trustees.

Section 10A-10-1.08
Removal of trustees.
Unless the declaration of trust provides otherwise, the shareholders of a real estate investment trust may remove any trustee with or without cause by the affirmative vote of a majority of all the votes entitled to be cast for the election of trustees.
(Acts 1995, No. 95-628, p. 1317, §8; §10-13-8; amended and renumbered by Act 2009-513, p. 967, §308.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.09 - Powers.

Section 10A-10-1.09
Powers.
A real estate investment trust has the power to:
(1) Unless the declaration of trust provides otherwise, have perpetual existence unaffected by any rule against perpetuities.
(2) Sue, be sued, complain, and defend in all courts.
(3) Transact its business, carry on its operations, and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States and in any foreign country.
(4) Make contracts, incur liabilities, and borrow money.
(5) Sell, mortgage, lease, pledge, exchange, convey, transfer, and otherwise dispose of all or any part of its assets.
(6) Issue bonds, notes, and other obligations, and secure them by mortgage or deed of trust of all or any part of its assets.
(7) Subject to Section 10A-10-1.10, acquire by purchase, or in any other manner, take, receive, own, hold, use, employ, improve, encumber, and otherwise deal with any interest in real and personal property, wherever located.
(8) Purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of and deal with:
a. Securities, shares, and other interests in any obligations of domestic and foreign corporations, other real estate investment trusts, associations, partnerships, and individuals.
b. Direct and indirect obligations of the United States, any other government, state, territory, government district, and municipality, and any of their instrumentalities.
(9) Elect or appoint trustees, officers, and agents of the trust for the period of time the declaration of trust or bylaws provide, define their duties, and determine their compensation.
(10) Adopt and implement employee or officer benefit plans.
(11) Make and alter bylaws not inconsistent with law or with its declaration of trust to regulate the government of the real estate investment trust and the administration of its affairs.
(12) Exercise these powers, including the power to take, hold, and dispose of the title to real and personal property in the name of the trust or in the name of its trustees, without the filing of any bond.
(13) Generally exercise the powers set forth in its declaration of trust which are not inconsistent with law and are appropriate to promote and attain the purposes set forth in its declaration of trust.
(14) Indemnify or advance expenses to trustees, officers, employees, and agents of the trust to the same extent as permitted for directors, officers, employees, and agents of an Alabama corporation under the Alabama Business Corporation Law.
(Acts 1995, No. 95-628, p. 1317, §9; §10-13-9; amended and renumbered by Act 2009-513, p. 967, §308; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.10 - Provisions on Investments and Use.

Section 10A-10-1.10
Provisions on investments and use.
(a) A real estate investment trust shall hold, either directly or through other entities, assets of such character, in such percentages, and for such uses as permitted by Sections 856 to 860, inclusive, of the Internal Revenue Code, as amended from time to time.
(b) Except as provided in subsection (a), the trustees shall have the powers as to the investment of the trust estate as may be set out in the declaration of trust without regard to the type of investments to which trustees generally are restricted.
(Acts 1995, No. 95-628, p. 1317, §10; §10-13-10; amended and renumbered by Act 2009-513, p. 967, §308.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.11 - Annual Report.

Section 10A-10-1.11
Annual report.
(a) Each year, a real estate investment trust doing business in this state shall prepare an annual report of its operations. The report shall include a balance sheet, an income statement, and a surplus statement.
(b) The financial statements in the annual report shall be certified by an independent certified public accountant based on the accountant's full examination of the books and records of the real estate investment trust in accordance with generally accepted auditing procedures.
(c) The annual report shall be submitted to shareholders at or before the annual meeting of shareholders.
(d) A real estate investment trust shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year. Thereafter, on written request from a shareholder who was not mailed the statements, the real estate investment trust shall mail to him or her the latest financial statements.
(Acts 1995, No. 95-628, p. 1317, §11; §10-13-11; amended and renumbered by Act 2009-513, p. 967, §308.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.12 - Inspection of Records.

Section 10A-10-1.12
Inspection of records.
A shareholder has the same right to inspect the records of the real estate investment trust as a shareholder of a corporation under the Alabama Business Corporation Law.
(Acts 1995, No. 95-628, p. 1317, §12; §10-13-12; amended and renumbered by Act 2009-513, p. 967, §308; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.13 - Filing Fees.

Section 10A-10-1.13
Filing fees.
(a) A real estate investment trust shall pay the filing fees required under Section 10A-1-4.31.
(b) In computing fees under this section, a real estate investment trust shall treat its declaration of trust in the same manner as a certificate of formation.
(Acts 1995, No. 95-628, p. 1317, §13; §10-13-13; amended and renumbered by Act 2009-513, p. 967, §308.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.14 - Amendment of Declaration.

Section 10A-10-1.14
Amendment of declaration.
(a) Except as provided in subsection (c) of Section 10A-10-1.06 or subdivision (7) of subsection (a) of Section 10A-10-1.07, a declaration of trust may be amended only as provided in this section.
(b) The board of trustees of a real estate investment trust proposing an amendment to its declaration of trust shall:
(1) Adopt a resolution which sets forth the proposed amendment and declares that it is advisable.
(2) Direct that the proposed amendment be submitted for consideration at either an annual or special meeting of the shareholders.
(c) Notice which states that a purpose of the meeting will be to act upon the proposed amendment shall be given by the real estate investment trust in the manner provided in the declaration of trust or bylaws to:
(1) Each shareholder entitled to vote on the proposed amendment.
(2) Each shareholder not entitled to vote on the proposed amendment if the contract rights of the shareholder's shares, as expressly set forth in the declaration of trust, would be altered by the amendment.
(3) The notice shall include a copy of the amendment or a summary of the changes it will affect.
(d) The proposed amendment shall be approved by the shareholders of the real estate investment trust by the affirmative vote of two-thirds of all the votes entitled to be cast in the matter.
(e) A declaration of trust may permit the trustees by a two-thirds vote to amend provisions of the declaration of trust, from time to time, to qualify as a real estate investment trust under the Internal Revenue Code or under this chapter.
(f) A certificate of amendment setting forth the amendment and stating the manner in which it was adopted shall be signed and acknowledged by at least a majority of the trustees or an officer duly authorized by at least a majority of the trustees and deliver the certificate of amendment to the Secretary of State for filing.
(Acts 1995, No. 95-628, p. 1317, §14; §10-13-14; amended and renumbered by Act 2009-513, p. 967, §308; Act 2020-73, §10.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.16 - Dissolution.

Section 10A-10-1.16
Dissolution.
(a) A real estate investment trust may terminate its existence by voluntary dissolution and wind up its business and affairs in the manner and on the grounds provided in the Alabama Business Corporation Law.
(b) A real estate investment trust may curtail or cease its trust activities by partially or completely distributing its assets.
(c)(1) The Attorney General may institute proceedings to dissolve a real estate investment trust which has abused, misused, or failed to use its powers. The proceedings shall be brought in the manner and on the grounds provided in the Alabama Business Corporation Law, with respect to judicial dissolution of a corporation.
(2) The venue of an action under this subsection is in a county where an officer or resident agent of the real estate investment trust is located.
(Acts 1995, No. 95-628, p. 1317, §16; §10-13-16; amended and renumbered by Act 2009-513, p. 967, §308; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.17 - Liability of Trust.

Section 10A-10-1.17
Liability of trust.
The liability of a real estate investment trust extends to as much of the trust estate, including the whole, as necessary to discharge the liability.
(Acts 1995, No. 95-628, p. 1317, §17; §10-13-17; amended and renumbered by Act 2009-513, p. 967, §308.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.18 - Nonliability of Shareholders for Obligations of Trust.

Section 10A-10-1.18
Nonliability of shareholders for obligations of trust.
No holder of the shares of, or beneficial interest in, a real estate investment trust shall be personally liable for any liabilities, duties or obligations of, or claims against, the real estate investment trust, whether arising before or after the holder became the owner or holder of the shares or beneficial interest.
(Acts 1995, No. 95-628, p. 1317, §18; §10-13-18; amended and renumbered by Act 2009-513, p. 967, §308.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.19 - Liability of Trustee.

Section 10A-10-1.19
Liability of trustee.
(a) Subject to the provisions of subsection (b), a trustee of a real estate investment trust is not personally liable for the obligations of the real estate investment trust.
(b) If a trustee otherwise would be liable, the provisions of this subsection do not relieve the trustee from any liability to the trust or its security holders for any act that constitutes:
(1) Bad faith.
(2) Willful misfeasance.
(3) Gross negligence.
(4) Reckless disregard of the trustee's duties.
(c)(1) Except as provided in subdivision (2), the declaration of trust of a real estate investment trust may include any provision expanding or limiting the liability of its trustees and officers to the trust or its shareholders for money damages.
(2) The declaration of trust of a real estate investment trust may not include any provision that restricts or limits the liability of its trustees or officers to the trust or its shareholders:
a. To the extent that it is proven that the person actually received an improper benefit or profit in money, property, or services, for the amount of the benefit or profit in money, property, or services actually received.
b. To the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person's action or failure to act was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.
(3) This subsection may not be construed to affect the liability of a person in any capacity other than the person's capacity as a trustee or officer of a real estate investment trust.
(Acts 1995, No. 95-628, p. 1317, §19; §10-13-19; amended and renumbered by Act 2009-513, p. 967, §308.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.20 - Service of Process.

Section 10A-10-1.20
Service of process.
In an action against a real estate investment trust doing business in the state, process shall be served on any officer or resident agent of the real estate investment trust or by any method permitted under Section 10A-1-5.31, 10A-1-5.35, or 10A-1-5.36, and any notice or demand permitted or required by law may be served in like manner.
(Acts 1995, No. 95-628, p. 1317, §20; §10-13-20; amended and renumbered by Act 2009-513, p. 967, §308.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.21 - Income Tax.

Section 10A-10-1.21
Income tax.
(a) A real estate investment trust shall be subject to the tax imposed by Section 40-18-31, provided, that for purposes of Section 40-18-33, the "net income" of a real estate investment trust shall mean "real estate investment trust taxable income" as defined in 26 U.S.C. Section 857 as in effect from time to time.
(b) Solely for purposes of conforming federal law with Alabama law, the "net income" of a real estate investment trust determined pursuant to subsection (a) shall be further adjusted as follows:
(1) The deduction for intercorporate dividends received under Section 40-18-35(a) (7), shall not be allowed.
(2) The deduction for dividends paid, as defined in 26 U.S.C. Section 561, shall be allowed but (i) shall be computed without regard to that portion of the deduction which is attributable to the amount equal to the net income from foreclosure property as defined in 26 U.S.C. Section 857, and (ii) shall be limited by the provisions of Section 40-18-35(c). The dividends received deduction for dividends received from a Captive REIT shall be limited as provided in Section 40-18-35(a)(7)d.
(3) The net income shall be computed without regard to application by Section 40-18-13, or 26 U.S.C. Section 443(b), relating to computation of tax on change of annual accounting period.
(4) There shall be deducted an amount equal to the tax imposed for the taxable year by 26 U.S.C. Section 857(b) (5), as in effect from time to time.
(5) There shall be excluded an amount equal to any net income derived from prohibited transactions as defined in 26 U.S.C. Section 857, and no deduction shall be allowed for the federal tax equal to 100 percent of the net income derived from the prohibited transactions.
(c) In computing the tax imposed by this section, "qualified REIT subsidiaries" of a real estate investment trust shall be treated in accordance with 26 U.S.C. Section 856(i), as amended, from time to time, and the rulings and regulations adopted hereunder.
(d) For purposes of determining the source of income from distributions of a real estate investment trust to its shareholders, the income shall not be construed to arise from sources within Alabama merely because the title and ownership of the real estate investment trust property or the evidence thereof is vested in a real estate investment trust organized under this chapter.
(e) The Commissioner of Revenue shall adopt the rulings and regulations necessary to conform the treatment of real estate investment trusts to the applicable provisions of Title 26 of the United States Code, as amended from time to time.
(Acts 1995, No. 95-628, p. 1317, §21; Act 2008-543, p. 1175, §1; §10-13-21; amended and renumbered by Act 2009-513, p. 967, §308.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.23 - Treatment of Corporate Real Estate Investment Trust.

Section 10A-10-1.23
Treatment of corporate real estate investment trust.
A domestic or foreign corporation or any "qualified REIT subsidiary" of the domestic or foreign corporation as defined in 26 U.S.C. Section 856(i), otherwise in compliance with the provisions of Chapters 1 and 2, that elects to be treated as a real estate investment trust under 26 U.S.C. Section 856, as amended from time to time, shall compute its Alabama income tax in accordance with Section 10A-10-1.21.
(Acts 1995, No. 95-628, p. 1317, §23; §10-13-23; amended and renumbered by Act 2009-513, p. 967, §310.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 10 - Real Estate Investment Trusts. › Section 10A-10-1.24 - Treatment of Distribution.

Section 10A-10-1.24
Treatment of distribution.
Distributions made from ordinary income by a real estate investment trust are income. All other distributions made by the trust, including distributions from capital gains, depreciation, or depletion, whether in the form of cash or an option to take new stock or cash or an option to purchase additional shares, are principal.
(Acts 1995, No. 95-628, p. 1317, §24; §10-13-24; amended and renumbered by Act 2009-513, p. 967, §310.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.01 - Short Title.

Section 10A-11-1.01
Short title.
This chapter and the provisions of (A) Chapter 1 and (B) Chapter 2 or Chapter 2A, as applicable, to the extent applicable to employee cooperative associations may be cited as the Alabama Employee Cooperative Corporations Law.
(Act 97-949, p. 524, §1; §10-14-1; amended and renumbered by Act 2009-513, p. 967, §312; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.02 - Definitions.

Section 10A-11-1.02
Definitions.
As used in this chapter, the following words shall have the following meanings:
(1) COLLECTIVE RESERVE ACCOUNT. An internal capital account that represents the portion of the net book value of the corporation attributable to the cooperative.
(2) EMPLOYEE COOPERATIVE. A corporation which has elected to be governed by this chapter.
(3) INTERNAL CAPITAL ACCOUNT COOPERATIVE. An employee cooperative governed in accordance with Section 10A-11-1.11.
(4) INTERNAL CAPITAL ACCOUNTS. A system of accounts on the books of an employee cooperative that reflects the book value of the corporation.
(5) MEMBER. A natural person who has been accepted for membership in and owns a membership share issued by an employee cooperative.
(6) MEMBERSHIP FEE. The consideration paid for a membership share.
(7) MEMBERSHIP SHARE. A single share of voting stock issued to each member of a worker cooperative as evidence of membership.
(8) PATRONAGE. The amount of work performed as a member of an employee cooperative, measured in accordance with the governing documents.
(9) WRITTEN NOTICE OF ALLOCATION. A written statement which discloses to a member the stated dollar amount of the member's patronage allocation and the terms for payment of that amount by the employee cooperative.
(Act 97-949, p. 524, §2; §10-14-2; amended and renumbered by Act 2009-513, p. 967, §312.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.03 - Election as Employee Cooperative.

Section 10A-11-1.03
Election as employee cooperative.
Any corporation governed by the Alabama Business Corporation Law may elect to be governed as an employee cooperative under this chapter, by so stating in its certificate of formation or certificate of amendment filed in accordance with the Alabama Business Corporation Law.
(Act 97-949, p. 524, §3; §10-14-3; amended and renumbered by Act 2009-513, p. 967, §312; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.04 - Revocation.

Section 10A-11-1.04
Revocation.
An employee cooperative may revoke its election under this chapter by a vote of two-thirds of the members and through articles of amendment filed in accordance with the Alabama Business Corporation Law.
(Act 97-949, p. 524, §4; §10-14-4; amended and renumbered by Act 2009-513, p. 967, §312; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.05 - Corporate Name.

Section 10A-11-1.05
Corporate name.
An employee cooperative may include the word "cooperative" or "co-op" in its corporate name, provided, however, that the name shall not include the words "electric" or "power".
(Act 97-949, p. 524, §5; §10-14-5; amended and renumbered by Act 2009-513, p. 967, §312.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.06 - Members; Membership Shares; Rights and Responsibilities.

Section 10A-11-1.06
Members; membership shares; rights and responsibilities.
(a) The governing documents shall establish qualifications and the method of acceptance and termination of members. No person may be accepted as a member unless employed by the employee cooperative on a full-time or part-time basis. In order to qualify for membership, part-time employment shall be at least half-time.
(b) An employee cooperative shall issue a class of voting stock designated as "membership shares." Each member shall own only one membership share, and only members may own such shares.
(c) Membership shares shall be issued for a fee as shall be determined by the directors. An employee cooperative may allow for payment of such fee by payroll deduction, installments, or similar methods. A membership share may be issued to a person upon acceptance for membership regardless of whether the membership fee is fully paid.
(d) Members of an employee cooperative shall have all the rights and responsibilities of stockholders of a corporation governed by the Alabama Business Corporation Law, except as otherwise provided in this chapter.
(Act 97-949, p. 524, §6; §10-14-6; amended and renumbered by Act 2009-513, p. 967, §312; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.07 - Directors and Officers.

Section 10A-11-1.07
Directors and officers.
(a) The bylaws of an employee cooperative shall provide for the election, terms, classification, if any, and removal of directors and officers.
(b) Nonmembers may serve as directors or officers of an employee cooperative but at no time shall the number of nonmember directors or officers exceed 25 percent of the total number of directors or officers.
(c) Vacancies in director positions resulting from death, resignation, or removal shall be filled by vote of the member directors or by vote of the members.
(Act 97-949, p. 524, §7; §10-14-7; amended and renumbered by Act 2009-513, p. 967, §312.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.08 - Voting Power; Amendment or Repeal of Bylaws; Protection of Stockholders.

Section 10A-11-1.08
Voting power; amendment or repeal of bylaws; protection of stockholders.
(a) No capital stock other than membership shares shall be given voting power in an employee cooperative, except as otherwise provided in this chapter.
(b) Notwithstanding any other provision of law, the power to amend or repeal bylaws of an employee cooperative shall be vested in the members only.
(c) Amendments adversely affecting the rights of members may not be adopted without the vote of the members, except that the protection of this subsection may be extended to stockholders in the case of employee cooperative corporations that have not elected to operate as an internal capital account cooperative.
(Act 97-949, p. 524, §8; §10-14-8; amended and renumbered by Act 2009-513, p. 967, §312.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.09 - Apportionment, etc., of Net Earnings or Losses.

Section 10A-11-1.09
Apportionment, etc., of net earnings or losses.
(a) The net earnings or losses of an employee cooperative shall be apportioned and distributed at such times and in such manner as the governing documents specify. Net earnings declared as patronage allocations with respect to a period of time, and paid or credited to members, shall be apportioned among the members in accordance with the ratio which each member's patronage during the period involved bears to total patronage by all members during that period.
(b) The apportionment, distribution, and payment of net earnings required by subsection (a) may be in cash, credits, written notices of allocation, or capital stock issued by the employee cooperative.
(Act 97-949, p. 524, §9; §10-14-9; amended and renumbered by Act 2009-513, p. 967, §312.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.10 - Internal Capital Accounts.

Section 10A-11-1.10
Internal capital accounts.
(a) Any employee cooperative may establish through its governing documents a system of internal capital accounts, to reflect the book value and to determine the redemption price of membership shares, capital stock, and written notices of allocation.
(b) The governing documents of an employee cooperative may permit the periodic redemption of written notices of allocation and capital stock, and shall provide for recall and redemption of the membership share upon termination of membership in the cooperative. No redemption shall be made if the redemption would result in the liability of any director or officer of the employee cooperative.
(c) The governing documents may provide for the employee cooperative to pay or credit interest on the balance in each member's internal capital account.
(d) The governing documents may authorize assignment of a portion of retained net earnings and net losses to a collective reserve account. Earnings assigned to the collective reserve account may be used for any and all corporate purposes as determined by the board of directors.
(Act 97-949, p. 524, §10; §10-14-10; amended and renumbered by Act 2009-513, p. 967, §312.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.11 - Internal Capital Account Cooperatives.

Section 10A-11-1.11
Internal capital account cooperatives.
(a) An internal capital account cooperative is a worker cooperative whose entire net book value is reflected in internal capital accounts, one for each member, and a collective reserve account, and in which no persons other than members own capital stock. In an internal capital account cooperative, each member shall have one and only one vote in any matter requiring voting by stockholders.
(b) An internal capital account cooperative shall credit the paid-in membership fee and additional paid-in capital of a member to the member's internal capital account and shall also record the apportionment of retained net earnings or net losses to the members in accordance with patronage by appropriately crediting or debiting the internal capital accounts of members. The collective reserve account in an internal capital account cooperative shall reflect any paid-in capital, net losses, and retained net earnings not allocated to individual members.
(c) In an internal capital account cooperative, the balance in all the individual internal accounts and collective reserve account, if any, shall be adjusted at the end of each accounting period so that the sum of the balances is equal to the net book value of the employee cooperative.
(Act 97-949, p. 524, §11; §10-14-11; amended and renumbered by Act 2009-513, p. 967, §312.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 11 - Employee Cooperative Corporations. › Section 10A-11-1.12 - Conversion of Membership Shares, etc.; Merger of Employee Cooperatives.

Section 10A-11-1.12
Conversion of membership shares, etc.; merger of employee cooperatives.
(a) When an employee cooperative revokes its election in accordance with Section 10A-11-1.04, the certificate of amendment shall provide for conversion of membership shares and internal capital accounts or their conversion to securities or other property in a manner consistent with the Alabama Business Corporation Law.
(b) An employee cooperative which has not revoked its election under this chapter may not consolidate or merge with another corporation other than an employee cooperative. Two or more employee cooperatives may consolidate or merge in accordance with the Alabama Business Corporation Law.
(Act 97-949, p. 524, §12; §10-14-12; amended and renumbered by Act 2009-513, p. 967, §312; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 16 - Business Trusts. › Section 10A-16-1.01 - Definition of "Business trust."

Section 10A-16-1.01
Definition of "business trust."
A business trust is an express trust created by a written declaration of trust whereby property is conveyed to one or more trustees, who hold and manage the same for the benefit and profit of such persons as may be or become the holders of transferable certificates evidencing the beneficial interest in the trust estate.
(Acts 1961, Ex. Sess., No. 251, p. 2263, §1; §19-3-60; amended and renumbered by Act 2009-513, p. 967, §318.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 16 - Business Trusts. › Section 10A-16-1.02 - Establishment; Lawful Purposes.

Section 10A-16-1.02
Establishment; lawful purposes.
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.
(Acts 1961, Ex. Sess., No. 251, p. 2263, §2; §19-3-61; amended and renumbered by Act 2009-513, p. 967, §318.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 16 - Business Trusts. › Section 10A-16-1.03 - Powers and Liabilities of Trustees; Liability of Trust for Acts of Trustees.

Section 10A-16-1.03
Powers and liabilities of trustees; liability of trust for acts of trustees.
The trustees shall hold the legal title to all property at any time belonging to the business trust. They shall have control over the property as well as the control and management of the business and affairs of the business trust. Liability to third persons for any act, omission, or obligation of a trustee of a business trust, when acting in such capacity, shall extend to the whole of the trust estate, or so much thereof as may be necessary to discharge such obligation, but no trustee shall be personally liable for any such act, omission, or obligation. The trustees shall have the powers as to the investment of the trust estate as may be set out in the declaration of trust without regard to the type of investments to which trustees generally are restricted by the provisions of Article 6 of Chapter 3 of Title 19 or otherwise.
(Acts 1961, Ex. Sess., No. 251, p. 2263, §3; §19-3-62; amended and renumbered by Act 2009-513, p. 967, §318.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 16 - Business Trusts. › Section 10A-16-1.04 - Certificate of Ownership; Liability of Beneficial Owners.

Section 10A-16-1.04
Certificate of ownership; liability of beneficial owners.
The beneficial ownership in a business trust may be evidenced by certificates issued by the trustees. These beneficial interests, whether certificated or uncertificated, shall be transferable in the same manner as stock of a corporation is transferable. No assessment shall be made against the interest of any beneficial owner, and no beneficial owner shall be personally liable for any debts or liabilities incurred by the trustees or by the business trust.
(Acts 1961, Ex. Sess., No. 251, p. 2263, §4; §19-3-63; amended and renumbered by Act 2009-513, p. 967, §318.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 16 - Business Trusts. › Section 10A-16-1.05 - Contents and Recordation of Declaration of Trust.

Section 10A-16-1.05
Contents and recordation of declaration of trust.
(a) The written declaration of trust may provide for the election of successor trustees in the event of the death, resignation, and removal of a trustee and may provide for the amendment of the declaration of trust. The declaration of trust may also contain other provisions regarding the operation and administration of the business trust as may be necessary or desirable.
(b) The declaration of trust shall be delivered to the Secretary of State for filing, accompanied by the filing fee in the amount prescribed by Chapter 1 for a certificate of formation.
(Acts 1961, Ex. Sess., No. 251, p. 2263, §5; §19-3-64; amended and renumbered by Act 2009-513, p. 967, §318; Act 2020-73, §10.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 16 - Business Trusts. › Section 10A-16-1.06 - Duration of Business Trust; Rules Against Perpetuities and Restraint of Alienation Not Violated.

Section 10A-16-1.06
Duration of business trust; rules against perpetuities and restraint of alienation not violated.
A business trust shall not be deemed invalid as violating the rule against perpetuities or the law against suspension of the powers of alienation. Such trust may continue for the time as may be necessary to accomplish the purposes for which it may be created, provided the declaration of trust contains a provision that the trust may be terminated at any time by action of the trustees or by the vote of a specified percentage in interest of the beneficial owners thereof as set forth in the declaration of trust.
(Acts 1961, Ex. Sess., No. 251, p. 2263, §6; §19-3-65; amended and renumbered by Act 2009-513, p. 967, §318.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 16 - Business Trusts. › Section 10A-16-1.07 - Suits Against Trust; Property Subject to Attachment and Execution.

Section 10A-16-1.07
Suits against trust; property subject to attachment and execution.
A business trust may be sued for debts and other obligations incurred by the trustees in the performance of their duties under the declaration of trust and for any damages resulting from the negligence of the trustees, and its property shall be subject to attachment and execution in like manner as if it were a corporation.
(Acts 1961, Ex. Sess., No. 251, p. 2263, §7; §19-3-66; amended and renumbered by Act 2009-513, p. 967, §318.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 17 - Unincorporated Nonprofit Associations. › Section 10A-17-1.01 - Short Title.

Section 10A-17-1.01
Short title.
This chapter together with applicable provisions of Chapter 1 may be cited as the Alabama Unincorporated Nonprofit Association Law.
(Acts 1995, No. 95-527, p. 1064, §1; §10-3B-1; amended and renumbered by Act 2009-513, p. 967, §320.)