reglab/statecodes huggingface dataset:
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 2 - Corporate Powers of Eminent Domain. › Section 10A-21-2.05 - Condemnation of Ways and Rights-of-Way by Companies Constructing, Operating, or Maintaining Internal Improvement or Public Utility.

Section 10A-21-2.05
Condemnation of ways and rights-of-way by companies constructing, operating, or maintaining internal improvement or public utility.
Street railroad companies, telegraph, telephone, water, gas, electric, power, canal, pipeline companies, and all other companies formed for constructing, operating, or maintaining any work of internal improvement or public utility may acquire by condemnation for a right-of-way for their railways, lines, tunnels, canals, dams, pipelines, excavations, or works, lands for ways and rights-of-way not exceeding 100 feet in width throughout the entire length of such railways, lines, tunnels, canals, dams, pipelines, excavations, or works, together with the right to cut down such trees as might, by falling, injure the same, together with the necessary lands, other than lands for ways and rights-of-way, for the construction or installation of facilities, apparatus, or equipment necessary for the operation of such railways, lines, tunnels, canals, dams, pipelines, excavations, or works.
(Code 1907, §3486; Code 1923, §7020; Code 1940, T. 10, §75; Acts 1973, No. 1063, p. 1777, §2; §10-5-4 amended and renumbered by Act 2009-513, p. 967, §358.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 2 - Corporate Powers of Eminent Domain. › Section 10A-21-2.06 - Construction Through Curtilage of House, etc., Without Consent Prohibited.

Section 10A-21-2.06
Construction through curtilage of house, etc., without consent prohibited.
Unless otherwise provided by law, no street railroad company or any other corporation, except railroad companies, pipeline companies, and public works companies shall, without the consent of the owner, construct any railway, tramway, canal, tunnel, underground passage, telegraph or telephone line, aqueduct, pipeline, or any other line or works through any yard or curtilage of a dwelling house, garden, stable lot, or barn.
(Code 1907, §3487; Acts 1909, No. 13, p. 19; Code 1923, §7021; Code 1940, T. 10, §76; Acts 1973, No. 1063, p. 1777, §3; §10-5-5 amended and renumbered by Act 2009-513, p. 967, §358.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 2 - Corporate Powers of Eminent Domain. › Section 10A-21-2.08 - Condemnation of Lands for Depots, Yards, and Tracks by Railroads.

Section 10A-21-2.08
Condemnation of lands for depots, yards, and tracks by railroads.
Railroads or railroad companies operating in this state may acquire by condemnation proceedings, in the mode prescribed by law, lands for depots, freight yards, and team tracks; but no condemnation proceeding shall be begun for either of those purposes until an application for permission to bring the condemnation proceeding has first been submitted to, and the same approved by, the Public Service Commission of Alabama. Should the lands not be used for the purposes of condemnation within one year from the date of their condemnation or should the lands be abandoned for the use condemned or be used for purposes not authorized by the condemnation, the same shall revert to the owner or owners or his, her, or their heirs.
(Code 1907, §3492; Code 1923, §7026; Code 1940, T. 10, §81; §10-5-7 amended and renumbered by Act 2009-513, p. 967, §358.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 2 - Corporate Powers of Eminent Domain. › Section 10A-21-2.09 - Rights of Condemning Corporations in Selection of Routes and Sites.

Section 10A-21-2.09
Rights of condemning corporations in selection of routes and sites.
Railroads, street railroads, mining, manufacturing, power, quarrying, telegraph, telephone, pipeline, and other corporations having rights and powers to condemn:
(1) May cause such examinations and surveys for their proposed railroads, pipelines, lines, facilities, apparatus, or equipment as may be necessary to the selection of the most advantageous routes and sites; and for such purpose, may, by their officers, agents, and servants, enter upon the lands and waters of any person, subject to liability for all damages done thereto;
(2) May, in the construction of their lines or sites, cross navigable streams, but must not impede the navigation thereof;
(3) May use, cross, or change public roads, when necessary, in the construction of their railways, switches, branches, lines, pipelines, facilities, apparatus, equipment, or buildings, but must place the public road so crossed, used, or changed in condition satisfactory to the county authorities having the control thereof and, where practicable, the railroads must go over, or under, the public roadway or railroad track; and
(4) May cross or intersect with any other railroad or street railway and, if the crossing or intersection cannot be made by contract or agreement, may acquire the rights thereto by condemnation in the mode provided by law.
(Code 1907, §3493; Code 1923, §7027; Code 1940, T. 10, §82; Acts 1973, No. 1063, p. 1777, §4; §10-5-8 amended and renumbered by Act 2009-513, p. 967, §358.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 2 - Corporate Powers of Eminent Domain. › Section 10A-21-2.10 - Operation of Transportation Methods for Persons or Property by Railroad, Mining, Manufacturing, and Quarrying Companies.

Section 10A-21-2.10
Operation of transportation methods for persons or property by railroad, mining, manufacturing, and quarrying companies.
Railroad companies and mining, manufacturing, and quarrying companies may contract, purchase, or otherwise acquire, own, operate, and maintain steamboats, barges, ships, and other vessels for transportation of freight and passengers on the navigable waters of this state, any other state or foreign country and on the seas. Railroad companies may purchase or otherwise acquire, own, maintain, and operate motor vehicles for the transportation of persons or property, or both, upon the highways of this state; they may purchase or otherwise acquire, own, maintain, and operate airplanes for the transportation of persons or property, or both, in the air; they may purchase, lease, or otherwise acquire and own the property, rights, and franchises of any individual, firm, partnership, or other association of persons, or corporation, engaged in the transportation of persons or property, or both, by motor vehicle on the highways or by airplanes in the air, and they may subscribe to, acquire, and own the capital stock of any such corporation and may enter into any agreement or arrangement, not inconsistent with law, with any individual, firm, partnership, or other association of persons, or corporation, engaged in, or authorized to engage in, any of the methods of transportation; provided, however, that any railroad companies exercising in this state the powers granted in this section shall, in their operation of motor vehicles, be subject to all the laws of this state applicable to or authorizing, regulating, and governing motor carriers and their business or prescribing the condition under which operators of motor vehicles may operate vehicles on the highways of this state. All railroad companies organized under the laws of other states, but authorized to do business in this state, may exercise in this state the powers hereinabove granted, subject, however, to the limitations hereinabove set forth; provided, that before operating any motor vehicles upon the highways of this state, railroad companies must procure a certificate of convenience and necessity covering the operations.
(Code 1907, §3494; Code 1923, §7028; Acts 1939, No. 646, p. 1019, §1; Code 1940, T. 10, §83; §10-5-9 amended and renumbered by Act 2009-513, p. 967, §358.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 2 - Corporate Powers of Eminent Domain. › Section 10A-21-2.11 - Conveyance of Franchises, Rights, Roadbed, and Property to Another Railroad Corporation.

Section 10A-21-2.11
Conveyance of franchises, rights, roadbed, and property to another railroad corporation.
Whenever all the capital stock of a railroad corporation formed under this title is owned by a railroad corporation chartered under the laws of this state or another state, the corporation may sell and convey to the corporation owning its stock all its franchises, rights, roadbed, and property; but the purchasing company, if a foreign corporation, shall keep an office in this state and an agent thereat, service of process upon the agent shall be service upon the purchasing company. The railroad so purchased shall be in all respects subject to the laws of this state as if owned by a domestic corporation, and all liens and rights of creditors shall be preserved unimpaired.
(Code 1907, §3495; Code 1923, §7029; Code 1940, T. 10, §84; §10-5-10 amended and renumbered by Act 2009-513, p. 967, §358.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 2 - Corporate Powers of Eminent Domain. › Section 10A-21-2.12 - Aiding of Another Corporation in Railroad Construction or Entering Into Line Arrangements.

Section 10A-21-2.12
Aiding of another corporation in railroad construction or entering into line arrangements.
(a) Any railroad corporation and any mining, manufacturing, or quarrying corporation may, at any time, by means of subscription to the capital stock of any other corporation or company or otherwise, aid the corporation or company in the construction of its railroad for the purpose of forming a connection with the railroad or the principal place of business or works of the corporation furnishing the aid.
(b) Any corporation may purchase at judicial sale, or otherwise hold and use or lease any part or all of the railroad constructed by another corporation or company, together with its franchises, rights, and property, or may acquire, hold, and use all or any part of the capital stock of another corporation chartered under the laws of this state or any other state, if the railroad or railroads so purchased connect with, or will, when completed, connect with the railroad works, factory, or plant of the purchasing or leasing corporation, either directly or by means of an intervening line; or any two or more companies whose lines are or will be so connected may enter into any arrangement for their common benefit, consistent with and calculated to promote the objects for which they were created.
(c) No aid shall be furnished nor any purchase, lease, or arrangement perfected as mentioned in this section until a meeting of the stockholders of each of the corporations has been called by the directors thereof, at such time and place and in such manner as they shall designate, and the holders of the larger amount in value of the stock of each of the corporations represented, by voting at a meeting in person or by proxy, shall have assented thereto and copies of the proceedings of the meetings certified by the president, or other managing head of the corporations, under the corporate seal shall be filed in the office of the Secretary of State.
(Code 1907, §§3496-3498; Code 1923, §§7030-7032; Code 1940, T. 10, §§85-87; §10-5-11 amended and renumbered by Act 2009-513, p. 967, §358.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 2 - Corporate Powers of Eminent Domain. › Section 10A-21-2.13 - Operation of Railroads or Canals Without State and Making Extensions Within State by Railroad, Mining, Manufacturing, and Quarrying Companies.

Section 10A-21-2.13
Operation of railroads or canals without state and making extensions within state by railroad, mining, manufacturing, and quarrying companies.
Railroads, mining, manufacturing, and quarrying companies may purchase, lease, or acquire in any other manner, hold and operate a railroad or railroads or canals without this state for the purpose of making extensions or connections, and within this state may extend their roads or may construct and operate branch roads from any point or points on their lines and may also construct and operate second tracks, roads, or branch roads connecting any two points on their lines. The purchase must be made by resolution of the board of directors, which must be submitted to a meeting of the stockholders, called for the purpose of its consideration; at the meeting the resolution must be approved by the vote of holders of the larger amount in value of the stock, and if the resolution is so approved, a copy thereof and of the proceedings of the meeting of the stockholders, certified by the president and the secretary under the corporate seal, must be filed and recorded in the office of the Secretary of State. The extension or construction of the branch and second tracks or roads must be made by resolution of the board of directors, to be entered in the record of the proceedings of the corporation, designating the point from which and the point to which the extension or second tracks or roads, or branch roads, are to be constructed. A copy of the resolution, certified by the president and secretary under the corporate seal, must be filed in the office of the Secretary of State; and thereafter, for the purpose of making the extension or building the branch and second tracks or roads, the corporation shall have all the rights, powers, and immunities which are now or may hereafter, by the laws of this state, be granted to and vested in railroad corporations under and by virtue of the general corporation laws of this state.
(Code 1907, §3499; Acts 1911, No. 324, p. 576; Code 1923, §7033; Code 1940, T. 10, §88; §10-5-12 amended and renumbered by Act 2009-513, p. 967, §358.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 2 - Corporate Powers of Eminent Domain. › Section 10A-21-2.14 - Construction and Operation of Connections to Public Ways by Mining, Manufacturing, and Quarrying Corporations.

Section 10A-21-2.14
Construction and operation of connections to public ways by mining, manufacturing, and quarrying corporations.
Mining, manufacturing, and quarrying corporations may construct and operate to, and from, their mines, furnaces, mills, factories, quarries, or other works, railways, tramways, canals, tunnels, underground passages, or roads whereby connections may be made to, and from, their principal places of business, mines, furnaces, mills, quarries, or other works and any public highways, turnpike, macadamized, plank, or other graded road, railroad, or navigable waters, or to or with their mines, ore beds, coking, or cooling grounds, timberlands, canals, or aqueducts to or from their mills, factories, furnaces, quarries, other works, or any water or watercourses, and may transport as common carriers freight and passengers on any railroad, other roads, canals, or aqueducts constructed or purchased by them, taking reasonable compensation therefor.
(Code 1907, §3500; Code 1923, §7034; Code 1940, T. 10, §89; §10-5-13 amended and renumbered by Act 2009-513, p. 967, §358.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 2 - Corporate Powers of Eminent Domain. › Section 10A-21-2.15 - Contracting With Local Authorities on Use of Public Roads and Places by Internal Improvement and Public Utility Corporations.

Section 10A-21-2.15
Contracting with local authorities on use of public roads and places by internal improvement and public utility corporations.
Street railway, gas, electric, and water companies and all other corporations, except railroads, formed for the purpose of constructing, operating, or maintaining any works of internal improvement or public utility in any county or municipal corporation may contract with the authorities of the county or municipal corporation in reference to the use of the streets, public roads, and other public places therein the manner of constructing and operating their lines or works, the public service they are to render, and the compensation they are to receive for the carriage of persons and property, for water, gas, electric light and power, or for any other commodity to be supplied or service rendered to the county or municipal corporation and the inhabitants thereof, which contract may be altered by mutual consent; but nothing in this section shall prevent any cities or towns from regulating, from time to time, the use of the streets and public places or requiring a change in the construction of the lines and works of the corporations, if necessary, whenever the public good or convenience requires.
(Code 1907, §3501; Code 1923, §7035; Code 1940, T. 10, §90; §10-5-14; amended and renumbered by Act 2009-513, p. 967, §358.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 3 - Prosecutions of Corporations. › Section 10A-21-3.01 - Docketing and Issuance of Notice of Indictment.

Section 10A-21-3.01
Docketing and issuance of notice of indictment.
When an indictment is returned against a corporation doing business in this state, such indictment shall be forthwith docketed, and the clerk of the court shall issue a notice thereof to the defendant corporation, accompanied by a certified copy of the indictment.
(Code 1896, §5316; Code 1907, §6624; Code 1923, §3727; Code 1940, T. 10, §199; §10-7-1; amended and renumbered by Act 2009-513, p. 967, §360.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 3 - Prosecutions of Corporations. › Section 10A-21-3.02 - Service of Notice and Copy; When Case Stands for Trial.

Section 10A-21-3.02
Service of notice and copy; when case stands for trial.
Such notice and copy may be served upon any officer or agent of the defendant corporation authorized by law to receive service of summons or other civil process issuing against such corporation, and upon the return of the sheriff showing proper service, the indictment stands for trial.
(Code 1896, §5317; Code 1907, §6625; Code 1923, §3728; Code 1940, T. 10, §200; §10-7-2; amended and renumbered by Act 2009-513, p. 967, §360.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 3 - Prosecutions of Corporations. › Section 10A-21-3.03 - Entry of Not Guilty Plea for Corporation Failing to Appear, Etc.

Section 10A-21-3.03
Entry of not guilty plea for corporation failing to appear, etc.
If the defendant corporation fails to appear and plead to the indictment, the court must cause the plea of not guilty to be entered for it, and the trial shall proceed as if the corporation had appeared and pleaded not guilty; but, in such case, proof must be made to the court that the person upon whom the notice and copy of the indictment were served was an officer or agent of the corporation authorized by law to receive such service.
(Code 1896, §5318; Code 1907, §6626; Code 1923, §3729; Code 1940, T. 10, §201; §10-7-3; amended and renumbered by Act 2009-513, p. 967, §360.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 3 - Prosecutions of Corporations. › Section 10A-21-3.04 - Execution on Judgment; Stay Thereof.

Section 10A-21-3.04
Execution on judgment; stay thereof.
Upon the conviction of such corporation, judgment shall be entered against it for the fine imposed, together with the costs of the prosecution, and execution thereon shall forthwith issue against the property of the corporation; and other executions may issue thereon until the judgment is satisfied. But in case of appeal from such judgment, the execution thereof may be stayed as in civil cases.
(Code 1896, §5319; Code 1907, §6627; Code 1923, §3730; Code 1940, T. 10, §202; §10-7-4; amended and renumbered by Act 2009-513, p. 967, §360.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 30 - Provisions Applicable to Exisiting Entities of a Type That May No Longer Be Formed:unincorporated Professional Associations and Close Corporations. › Article 1 - Unincorporated Professional Associations. › Section 10A-30-1.01 - Definitions; Applicable to Professional Associations Formed Prior to January 1, 1984.

Section 10A-30-1.01
Definitions; applicable to professional associations formed prior to January 1, 1984.
For the purposes of this article, the following terms shall have the meanings respectively ascribed to them by this section:
(1) PROFESSIONAL ASSOCIATION. An unincorporated association organized under this article for the purpose of rendering professional service.
(2) PROFESSIONAL SERVICE. Any type of professional service which may be legally performed only pursuant to a license issued by a state court, state regulatory licensing board, or other like agency pursuant to state laws.
(Acts 1961, No. 865, p. 1349, §1; §10-10-1; amended and renumbered by Act 2009-513, p. 967, §370.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 30 - Provisions Applicable to Exisiting Entities of a Type That May No Longer Be Formed:unincorporated Professional Associations and Close Corporations. › Article 1 - Unincorporated Professional Associations. › Section 10A-30-1.02 - Laws Governing - Generally; Applicability of Article to Professional Associations Formed Prior to January 1, 1984.

Section 10A-30-1.02
Laws governing - Generally; applicability of article to professional associations formed prior to January 1, 1984.
(a) Professional associations organized pursuant to this article shall be governed generally by all laws governing or applicable to corporations, where applicable, and not in conflict herewith. No such association shall be held or deemed to be a partnership, nor shall such association be governed by laws relating to partnerships.
(b) This chapter shall apply only to professional associations organized hereunder before January 1, 1984.
(Acts 1961, No. 865, p. 1349, §16; Acts 1983, No. 83-514, §30; §10-10-2; amended and renumbered by Act 2009-513, p. 967, §370.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 30 - Provisions Applicable to Exisiting Entities of a Type That May No Longer Be Formed:unincorporated Professional Associations and Close Corporations. › Article 1 - Unincorporated Professional Associations. › Section 10A-30-1.03 - Laws Governing - Actions; Applicable to Professional Associations Formed Prior to January 1, 1984.

Section 10A-30-1.03
Laws governing - Actions; applicable to professional associations formed prior to January 1, 1984.
Actions by and against a professional association organized pursuant to this article shall be governed by Article 7 of Chapter 7 of Title 6.
(Acts 1961, No. 865, p. 1349, §15; §10-10-3; amended and renumbered by Act 2009-513, p. 967, §370.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 30 - Provisions Applicable to Exisiting Entities of a Type That May No Longer Be Formed:unincorporated Professional Associations and Close Corporations. › Article 1 - Unincorporated Professional Associations. › Section 10A-30-1.04 - Formation; Restriction on Service Rendered; Applicable to Professional Associations Formed Prior to January 1, 1984.

Section 10A-30-1.04
Formation; restriction on service rendered; applicable to professional associations formed prior to January 1, 1984.
Prior to January 1, 1984, one or more persons duly licensed to practice a profession under the laws of this state may form a professional association, as distinguished from a partnership or corporation, for the purpose of carrying on a profession upon compliance with the terms of this article; provided, that no professional association organized pursuant to the provisions of this article shall render professional service in more than one type of professional service.
(Acts 1961, No. 865, p. 1349, §2; Acts 1971, No. 184, p. 479; §10-10-4; amended and renumbered by Act 2009-513, p. 967, §370.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 30 - Provisions Applicable to Exisiting Entities of a Type That May No Longer Be Formed:unincorporated Professional Associations and Close Corporations. › Article 1 - Unincorporated Professional Associations. › Section 10A-30-1.05 - Certificate of Formation; Name of Association; Dissolution; Applicable to Professional Associations Formed Prior to January 1, 1984.

Section 10A-30-1.05
Certificate of formation; name of association; dissolution; applicable to professional associations formed prior to January 1, 1984.
Prior to January 1, 1984, person or persons may form a professional association by executing and recording the certificate of formation in the office of the judge of probate of the county in which the principal office of the association is located, and must be by the judge recorded in a book kept for that purpose. After recording the certificate of formation, the judge of probate shall endorse thereon a certificate of registration, showing the book and page where recorded, and for services for recording the certificate shall receive fifteen cents ($.15) for each 100 words of the certificate of formation and two dollars fifty cents ($2.50) for examining the certificate of formation.
The person or persons forming the association shall adopt such name for the association as they in their discretion may determine, provided that the name selected shall be followed by the words "Professional Association" or the abbreviation "P.A." Any dentist or dentists forming the association shall be governed by the rules of the regulating board of their profession in adopting a name for the association.
The certificate of formation may contain any provisions not in violation of law or the public policy of this state as the members of the association may decide.
The certificate of formation may be amended or dissolved at any time and from time to time by agreement of two thirds of the members at any regular meeting or at a special meeting called for that purpose, upon likewise recording an amendment or instrument of dissolution in the same place or places as the original certificate of formation.
(Acts 1961, No. 865, p. 1349, §3; Acts 1971, No. 184, p. 479; §10-10-5; amended and renumbered by Act 2009-513, p. 967, §370.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 30 - Provisions Applicable to Exisiting Entities of a Type That May No Longer Be Formed:unincorporated Professional Associations and Close Corporations. › Article 1 - Unincorporated Professional Associations. › Section 10A-30-1.06 - Purposes; Applicable to Professional Associations Formed Prior to January 1, 1984.

Section 10A-30-1.06
Purposes; applicable to professional associations formed prior to January 1, 1984.
A professional association may be organized only for the purpose of rendering one specific kind of professional service and shall not engage in any business other than rendering the professional service for which it was organized. However, it may invest its funds in real estate, mortgages, stocks, bonds, or any other type of investment and may own real or personal property necessary or appropriate for rendering professional service.
(Acts 1961, No. 865, p. 1349, §4; §10-10-6; amended and renumbered by Act 2009-513, p. 967, §370.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 30 - Provisions Applicable to Exisiting Entities of a Type That May No Longer Be Formed:unincorporated Professional Associations and Close Corporations. › Article 1 - Unincorporated Professional Associations. › Section 10A-30-1.07 - Stock and Nonstock Associations; Nature and Transferability of Members' Interests; Applicable to Professional Associations Formed Prior to January 1, 1984.

Section 10A-30-1.07
Stock and nonstock associations; nature and transferability of members' interests; applicable to professional associations formed prior to January 1, 1984.
A professional association organized pursuant to this article may issue stock or certificates of evidence of ownership of an interest in the assets of the professional association to the members of a stock-type association, or the association may be a nonstock organization with the members owning no individual interest in the assets of the association but with the rights and duties specified in the certificate of formation, or the association may be a nonstock organization with the members owning undivided interests in the assets of the association according to the certificate of formation. The stock or certificates of ownership, if a stock-type association, or a membership in a nonstock association, shall be freely transferable, except as may be lawfully restricted in the certificate of formation. A professional association may issue its capital stock to, if it is a stock-type association, or accept as members of the professional association, if a nonstock association, only persons who are duly licensed or otherwise legally authorized to render the same professional service as that for which the professional association was organized. Subject to the provisions of the certificate of formation, the estate of a member or shareholder who was a person duly licensed or otherwise legally authorized to render the same professional service as that for which the professional association was organized may continue to hold stock or membership pursuant to the certificate of formation for a reasonable period of administration of the estate, but shall not be authorized to participate in any decisions concerning the rendering of professional service.
(Acts 1961, No. 865, p. 1349, §9; §10-10-7; amended and renumbered by Act 2009-513, p. 967, §370.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 30 - Provisions Applicable to Exisiting Entities of a Type That May No Longer Be Formed:unincorporated Professional Associations and Close Corporations. › Article 1 - Unincorporated Professional Associations. › Section 10A-30-1.08 - Board of Governors; Officers; Bylaws; Voting by Members or Shareholders; Applicable to Professional Associations Formed Prior to January 1, 1984.

Section 10A-30-1.08
Board of governors; officers; bylaws; voting by members or shareholders; applicable to professional associations formed prior to January 1, 1984.
A professional association organized pursuant to this article shall be governed by a board of governors elected by the members or shareholders and represented by officers elected by the board of governors, so that centralization of management will be assured, and no member shall have the power to bind the association within the scope of the association's business or profession merely by virtue of being a member or shareholder of the association. Members of the board of governors need not be members or shareholders of the professional association and officers need not be members of the board of governors; except, that the president shall be a member of the board of governors; provided, that no officer or member of the board of governors who is not duly licensed to practice the profession for which the professional association was organized shall participate in any decisions constituting the practice of the profession. The members may adopt bylaws as they may deem proper, or the power to promulgate bylaws of the association may be delegated by the certificate of formation to the board of governors of the professional association, as the members or shareholders may decide. Each member or shareholder shall have the power to cast a vote or votes at the meeting of the members or shareholders as the certificate of formation shall provide. The officers of the professional association may employ agents or employees of the association as they may deem advisable subject to Section 10A-30-1.12. The officers of the association shall include a president, vice-president, secretary, treasurer, and other officers as the board of governors may determine. Any one person may serve in more than one office; provided, that the president and the secretary of the professional association shall not be the same person.
(Acts 1961, No. 865, p. 1349, §7; §10-10-8; amended and renumbered by Act 2009-513, p. 967, §370.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 30 - Provisions Applicable to Exisiting Entities of a Type That May No Longer Be Formed:unincorporated Professional Associations and Close Corporations. › Article 1 - Unincorporated Professional Associations. › Section 10A-30-1.09 - Powers; Conveyances; Exemption From Liability; Applicable to Professional Associations Formed Prior to January 1, 1984.

Section 10A-30-1.09
Powers; conveyances; exemption from liability; applicable to professional associations formed prior to January 1, 1984.
A professional association organized pursuant to the provisions of this article may contract in its own name, take, hold, and sell real and personal property in its own name, independent of its members, and sue and be sued as independent entities as now provided by law. Any conveyance in the name of the professional association to a third person executed by the president and attested by the secretary shall be conclusively presumed to be properly executed and shall divest all right, title, and interest of the professional association, its members, and the board of governors thereof. The assets of a professional association shall not be liable to attachment for the individual debts of its members or shareholders.
(Acts 1961, No. 865, p. 1349, §14; §10-10-9; amended and renumbered by Act 2009-513, p. 967, §370.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 30 - Provisions Applicable to Exisiting Entities of a Type That May No Longer Be Formed:unincorporated Professional Associations and Close Corporations. › Article 1 - Unincorporated Professional Associations. › Section 10A-30-1.10 - Furnishing of Statements to Secretary of State; Applicable to Professional Associations Formed Prior to January 1, 1984.

Section 10A-30-1.10
Furnishing of statements to Secretary of State; applicable to professional associations formed prior to January 1, 1984.
A professional association shall, within 30 days after the organization of the professional association pursuant to this article and within 30 days after November 1 of each year thereafter, furnish a statement to the Secretary of State showing the names and post office addresses of all members or shareholders in the professional association and shall certify that all members or shareholders are duly licensed or otherwise legally authorized to render professional service in this state. This report shall be made on such forms and shall be prescribed and furnished upon request by the Secretary of State, shall be signed by the president or vice-president of the professional association and acknowledged and sworn to before a notary public by the person signing the report and shall be filed in the office of the Secretary of State. Upon the failure or refusal of any professional association to make the return or report to the Secretary of State, the professional association shall be liable for a penalty of fifty dollars ($50), and the Secretary of State is authorized to issue his or her execution therefor, including all costs incurred.
(Acts 1961, No. 865, p. 1349, §12; Acts 1989, Ex. Sess., No. 89-1005, p. 49, §1; §10-10-10; amended and renumbered by Act 2009-513, p. 967, §370.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 30 - Provisions Applicable to Exisiting Entities of a Type That May No Longer Be Formed:unincorporated Professional Associations and Close Corporations. › Article 1 - Unincorporated Professional Associations. › Section 10A-30-1.11 - Effect of Article on Professional Relationships; Liability of Members or Shareholders; Applicable to Professional Associations Formed Prior to January 1, 1984.

Section 10A-30-1.11
Effect of article on professional relationships; liability of members or shareholders; applicable to professional associations formed prior to January 1, 1984.
This article does not modify any law applicable to the relationship between a person furnishing professional services and a person receiving the service, including liability for tort arising out of such professional service and including the confidential relationship between the person rendering the professional service and the person receiving such professional service, if any; and all confidential relationships previously enjoyed under the laws of this state or hereinafter enacted shall remain inviolate. Subject to the foregoing provisions of this section, the members or shareholders of any professional association organized pursuant to this article shall not be individually liable for the debts of, or claims against, the professional association unless such member or shareholder has personally participated in the transaction for which the debt or claim is made or out of which it arises.
(Acts 1961, No. 865, p. 1349, §6; §10-10-11; amended and renumbered by Act 2009-513, p. 967, §370.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 30 - Provisions Applicable to Exisiting Entities of a Type That May No Longer Be Formed:unincorporated Professional Associations and Close Corporations. › Article 1 - Unincorporated Professional Associations. › Section 10A-30-1.12 - Professional Services to Be Rendered Only Through Licensed Officers or Employees; Applicable to Professional Associations Formed Prior to January 1, 1984.

Section 10A-30-1.12
Professional services to be rendered only through licensed officers or employees; applicable to professional associations formed prior to January 1, 1984.
A professional association may render professional services only through officers, employees, and agents who are themselves duly licensed or otherwise legally authorized to render professional service within this state. The term "employee," as used in this section, does not include clerks, bookkeepers, technicians, nurses, or other individuals who are not usually or ordinarily considered by custom and practice to be rendering professional services for which a license or other legal authorization is required in connection with the profession practiced by a particular professional association, nor does the term "employee" include any other person who performs all his or her employment under the direct supervision and control of an officer, agent, or employee who is himself or herself rendering professional service to the public on behalf of the professional association; provided, that no person shall under the guise of employment practice a profession unless duly licensed to practice that profession under the laws of this state.
(Acts 1961, No. 865, p. 1349, §5; §10-10-12; amended and renumbered by Act 2009-513, p. 967, §370.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 30 - Provisions Applicable to Exisiting Entities of a Type That May No Longer Be Formed:unincorporated Professional Associations and Close Corporations. › Article 1 - Unincorporated Professional Associations. › Section 10A-30-1.13 - Withdrawal of Members and Employees Becoming Disqualified to Practice; Proceedings to Dissolve Noncomplying Association; Applicable to Professional Associations Formed Prior to January 1, 1984.

Section 10A-30-1.13
Withdrawal of members and employees becoming disqualified to practice; proceedings to dissolve noncomplying association; applicable to professional associations formed prior to January 1, 1984.
If any member, shareholder, agent, or employee of a professional association becomes legally disqualified to render a professional service within the state or accepts employment or is elected to a public office that, pursuant to existing law, is a restriction or limitation upon rendering of professional service, he or she shall sever all employment with, or financial interest in, such professional association forthwith. A professional association's failure to comply or require compliance with this section shall be a ground for the forfeiture of its right to render professional service as a professional association pursuant to this article. When a professional association's failure to comply with this section is brought to the attention of the Secretary of State, the Secretary of State shall certify that fact to the Attorney General for appropriate action to dissolve the professional association.
(Acts 1961, No. 865, p. 1349, §10; §10-10-13; amended and renumbered by Act 2009-513, p. 967, §370.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 30 - Provisions Applicable to Exisiting Entities of a Type That May No Longer Be Formed:unincorporated Professional Associations and Close Corporations. › Article 1 - Unincorporated Professional Associations. › Section 10A-30-1.14 - Purchase of Membership or Shares of Former Member or Shareholder; Applicable to Professional Associations Formed Prior to January 1, 1984.

Section 10A-30-1.14
Purchase of membership or shares of former member or shareholder; applicable to professional associations formed prior to January 1, 1984.
If the governing documents of a professional association fail to fix a price at which a professional association or its members or shareholders may purchase the membership or shares of a deceased, retired, expelled, or disqualified member or shareholder and if the governing documents do not otherwise provide, then the price for such share or shares or membership shall be the book value of such share or shares or membership at the end of the month immediately preceding the death or disqualification of the member or shareholder. Book value shall be determined by an independent certified accountant employed for such purpose from the books and records of the professional association by the regular method of accounting employed by the professional association. The determination by the certified public accountant of book value shall be conclusive on the professional association and its members or shareholders.
(Acts 1961, No. 865, p. 1349, §11; §10-10-14; amended and renumbered by Act 2009-513, p. 967, §370.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 30 - Provisions Applicable to Exisiting Entities of a Type That May No Longer Be Formed:unincorporated Professional Associations and Close Corporations. › Article 1 - Unincorporated Professional Associations. › Section 10A-30-1.15 - Continuity of Association Independent of Members or Shareholders; Applicable to Professional Associations Formed Prior to January 1, 1984.

Section 10A-30-1.15
Continuity of association independent of members or shareholders; applicable to professional associations formed prior to January 1, 1984.
Unless the certificate of formation expressly provide otherwise, a professional association shall continue as a separate entity independent of its members or shareholders for all purposes for such period of time as provided in the certificate of formation or until dissolved by a vote of two thirds of the members, and shall continue notwithstanding the death, insanity, incompetency, conviction for felony, resignation, withdrawal, transfer of membership or ownership of shares, retirement, or expulsion of any one or more of the members or shareholders, the admission or transfer of membership or shares to any new member, members, shareholder, or shareholders or the happening of any other event which, under the law of this state and under like circumstances, would work a dissolution of the partnership, it being the aim and intention of this section that such professional association shall have continuity of life independent of the life or status of its members or shareholders.
(Acts 1961, No. 865, p. 1349, §8; Acts 1971, No. 184, p. 479; §10-10-15; amended and renumbered by Act 2009-513, p. 967, §370.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 30 - Provisions Applicable to Exisiting Entities of a Type That May No Longer Be Formed:unincorporated Professional Associations and Close Corporations. › Article 1 - Unincorporated Professional Associations. › Section 10A-30-1.16 - Distribution of Assets on Dissolution; Applicable to Professional Associations Formed Prior to January 1, 1984.

Section 10A-30-1.16
Distribution of assets on dissolution; applicable to professional associations formed prior to January 1, 1984.
In the event of dissolution of a stock-type professional association, the board of governors, as trustees of the property of such professional association, shall apply the assets first to the payment of debts of the association and, secondly, to the holders of the stock as provided in the certificate of formation. In the event of dissolution of a nonstock-type association, the assets shall be distributed, or sold, and the net proceeds distributed first to the payment of debts of the association and, secondly, to or among the members of the association, as the certificate of formation shall provide.
(Acts 1961, No. 865, p. 1349, §13; §10-10-16; amended and renumbered by Act 2009-513, p. 967, §370.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 30 - Provisions Applicable to Exisiting Entities of a Type That May No Longer Be Formed:unincorporated Professional Associations and Close Corporations. › Article 2 - Close Corporations. › Section 10A-30-2.01 - Article Applicable to Close Corporations; Applicability of Chapter.

Section 10A-30-2.01
Article applicable to close corporations; applicability of chapter.
(a) This article applies to all close corporations, as defined in Section 10A-30-2.02.
(b) All provisions of this article shall be applicable to all close corporations as defined in Section 10A-30-2.02 except insofar as this article otherwise provides.
(c) Neither election to become, nor operation as, a close corporation shall deprive any shareholder of such corporation of the limitation of liability provided under the Alabama Business Corporation Law.
(d) This chapter shall apply only to close corporations formed in accordance with Section 10A-30-2.03 before January 1, 1995, or electing to become a close corporation pursuant to Section 10A-30-2.04 before January 1, 1995, and which has not voluntarily terminated its status as a close corporation or otherwise ceased to be a close corporation to which the provisions of this article apply before January 1, 1995.
(Acts 1980, No. 80-633, p. 1094, §161; Acts 1994, No. 94-245, p. 457, §4; §10-2A-300; amended and renumbered by Act 2009-513, p. 967, §372; Act 2019-94, §2.)