reglab/statecodes huggingface dataset:
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 12 - Limited Liability Company Act. › Article 10 - Merger and Consolidation. › Section 10-12-56 - Vesting of Certain Rights, Privileges, Powers, Property, Liabilities and Duties.

Section 10-12-56
Vesting of certain rights, privileges, powers, property, liabilities and duties.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1993, No. 93-724, p. 1425, §56.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 12 - Limited Liability Company Act. › Article 10 - Merger and Consolidation. › Section 10-12-57 - Recording of Articles of Merger; Effect When Secretary of State Files Articles; Copy of Certified Articles Conclusive Evidence of Matters.

Section 10-12-57
Recording of articles of merger; effect when Secretary of State files articles; copy of certified articles conclusive evidence of matters.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1993, No. 93-724, p. 1425, §57.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 12 - Limited Liability Company Act. › Article 10 - Merger and Consolidation. › Section 10-12-58 - Applicability of Article 5 of Chapter 2a of Title 10.

Section 10-12-58
Applicability of Article 5 of Chapter 2A of Title 10.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1993, No. 93-724, p. 1425, §58.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 12 - Limited Liability Company Act. › Article 11 - Fees. › Section 10-12-59 - Fees, Charges, and Penalties to Be Collected by Judge of Probate and Secretary of State.

Section 10-12-59
Fees, charges, and penalties to be collected by judge of probate and Secretary of State.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1993, No. 93-724, p. 1425, §59.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 12 - Limited Liability Company Act. › Article 11 - Fees. › Section 10-12-60 - Fees for Filing Documents and Issuing Certificates; Secretary of State Limited Liability Companies Fund Created; Deposits and Expenditures; Deposits to State General Fund.

Section 10-12-60
Fees for filing documents and issuing certificates; Secretary of State Limited Liability Companies Fund created; deposits and expenditures; deposits to State General Fund.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1993, No. 93-724, p. 1425, §60.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 12 - Limited Liability Company Act. › Article 11 - Fees. › Section 10-12-61 - Miscellaneous Charges.

Section 10-12-61
Miscellaneous charges.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1993, No. 93-724, p. 1425, §61.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-1 - Short Title.

Section 10-13-1
Short title.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1995, No. 95-628, 1317, §1.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-2 - Definitions.

Section 10-13-2
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 shareholder or an entity that otherwise complies with the provisions of 26 U.S.C. Sections 856 to 858, inclusive, of the U.S. Internal Revenue Code, 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.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-3 - Permitted Form of Unincorporated Trust or Association.

Section 10-13-3
Permitted form of unincorporated trust or association.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1995, No. 95-628, p. 1317, §3.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-4 - Construction With Other Law.

Section 10-13-4
Construction with other law.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1995, No. 95-628, p. 1317, §4.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-5 - Compliance Required.

Section 10-13-5
Compliance required.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1995, No. 95-628, p. 1317, §5.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-6 - Declaration of Trust.

Section 10-13-6
Declaration of trust.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1995, No. 95-628, p. 1317, §6.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-7 - Classification of Shares.

Section 10-13-7
Classification of shares.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1995, No. 95-628, p. 1317, §7.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-8 - Removal of Trustees.

Section 10-13-8
Removal of trustees.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1995, No. 95-628, p. 1317, §8.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-9 - Powers.

Section 10-13-9
Powers.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1995, No. 95-628, p. 1317, §9.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-10 - Restrictions on Investments and Use.

Section 10-13-10
Restrictions on investments and use.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1995, No. 95-628, p. 1317, §10.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-11 - Annual Report.

Section 10-13-11
Annual report.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1995, No. 95-628, p. 1317, §11.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-12 - Inspection of Records.

Section 10-13-12
Inspection of records.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1995, No. 95-628, p. 1317, §12.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-13 - Filing Fees.

Section 10-13-13
Filing fees.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1995, No. 95-628, p. 1317, §13.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-14 - Amendment of Declaration.

Section 10-13-14
Amendment of declaration.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1995, No. 95-628, p. 1317, §14.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-15 - Merger.

Section 10-13-15
Merger.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1995, No. 95-628, p. 1317, §15.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-16 - Termination of Existence.

Section 10-13-16
Termination of existence.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1995, No. 95-628, p. 1317, §16.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-17 - Liability of Trust.

Section 10-13-17
Liability of trust.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1995, No. 95-628, p. 1317, §17.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-18 - Nonliability of Shareholders for Obligations of Trust.

Section 10-13-18
Nonliability of shareholders for obligations of trust.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1995, No. 95-628, p. 1317, §18.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-19 - Liability of Trustee.

Section 10-13-19
Liability of trustee.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1995, No. 95-628, p. 1317, §19.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-20 - Service of Process.

Section 10-13-20
Service of process.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1995, No. 95-628, p. 1317, §20.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-21 - Income Tax.

Section 10-13-21
Income tax.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1995, No. 95-628, p. 1317, §21; Act 2008-543, p. 1175, §1.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-22 - Share Tax Exemption.

Section 10-13-22
Share tax exemption.
Repealed by Act 2000-705, § 5, 2000 Regular Session, effective May 23, 2000.
(Acts 1995, No. 95-628, p. 1317, §22.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-23 - Treatment of Corporate Real Estate Investment Trust.

Section 10-13-23
Treatment of corporate real estate investment trust.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1995, No. 95-628, p. 1317, §23.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 13 - Real Estate Investment Trusts. › Section 10-13-24 - Treatment of Distributions.

Section 10-13-24
Treatment of distributions.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Acts 1995, No. 95-628, p. 1317, §24.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 14 - Employee Cooperative Corporations › Section 10-14-1 - Short Title.

Section 10-14-1
Short title.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Act 97-949, p. 524, §1.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 14 - Employee Cooperative Corporations › Section 10-14-2 - Definitions.

Section 10-14-2
Definitions.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Act 97-949, p. 524, §2.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 14 - Employee Cooperative Corporations › Section 10-14-3 - Election as Employee Cooperative.

Section 10-14-3
Election as employee cooperative.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Act 97-949, p. 524, §3.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 14 - Employee Cooperative Corporations › Section 10-14-4 - Revocation of Election.

Section 10-14-4
Revocation of election.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Act 97-949, p. 524, §4.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 14 - Employee Cooperative Corporations › Section 10-14-5 - Corporate Name.

Section 10-14-5
Corporate name.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Act 97-949, p. 524, §5.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 14 - Employee Cooperative Corporations › Section 10-14-6 - Members; Membership Shares; Rights and Responsibilities.

Section 10-14-6
Members; membership shares; rights and responsibilities.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Act 97-949, p. 524, §6.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 14 - Employee Cooperative Corporations › Section 10-14-7 - Directors and Officers.

Section 10-14-7
Directors and officers.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Act 97-949, p. 524, §7.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 14 - Employee Cooperative Corporations › Section 10-14-8 - Voting Powers; Amendment or Repeal of Bylaws; Protection of Stockholders.

Section 10-14-8
Voting powers; amendment or repeal of bylaws; protection of stockholders.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Act 97-949, p. 524, §8.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 14 - Employee Cooperative Corporations › Section 10-14-9 - Apportionment, etc., of Net Earnings or Losses.

Section 10-14-9
Apportionment, etc., of net earnings or losses.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Act 97-949, p. 524, §9.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 14 - Employee Cooperative Corporations › Section 10-14-10 - Internal Capital Accounts.

Section 10-14-10
Internal capital accounts.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Act 97-949, p. 524, §10.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 14 - Employee Cooperative Corporations › Section 10-14-11 - Internal Capital Account Cooperatives.

Section 10-14-11
Internal capital account cooperatives.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Act 97-949, p. 524, §11.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 14 - Employee Cooperative Corporations › Section 10-14-12 - Conversion of Membership Shares, etc.; Merger of Employee Cooperatives.

Section 10-14-12
Conversion of membership shares, etc.; merger of employee cooperatives.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Act 97-949, p. 524, §12.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 15 - Alabama Business Entities Conversion and Merger Act. › Section 10-15-1 - Short Title.

Section 10-15-1
Short title.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Act 2000-211, p. 279, §7.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 15 - Alabama Business Entities Conversion and Merger Act. › Section 10-15-2 - Definitions.

Section 10-15-2
Definitions.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Act 2000-211, p. 279, §1.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 15 - Alabama Business Entities Conversion and Merger Act. › Section 10-15-3 - Conversions of Business Entities; Documentation and Filing Requirements; Effective Date of Conversion; Effects of Conversion.

Section 10-15-3
Conversions of business entities; documentation and filing requirements; effective date of conversion; effects of conversion.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Act 2000-211, p. 279, §2.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 15 - Alabama Business Entities Conversion and Merger Act. › Section 10-15-4 - Mergers of Business Entities.

Section 10-15-4
Mergers of business entities.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Act 2000-211, p. 279, §3.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 15 - Alabama Business Entities Conversion and Merger Act. › Section 10-15-5 - Nonexclusive Application of Chapter.

Section 10-15-5
Nonexclusive application of chapter.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Act 2000-211, p. 279, §4.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 15 - Alabama Business Entities Conversion and Merger Act. › Section 10-15-6 - Merger With or Conversion From or to a Foreign Business Entity.

Section 10-15-6
Merger with or conversion from or to a foreign business entity.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Act 2000-211, p. 279, §5.)
2023 Code of Alabama › Title 10 - Corporations, Partnerships, and Associations. › Chapter 15 - Alabama Business Entities Conversion and Merger Act. › Section 10-15-7 - Alabama Business Entities Convertion and Merger Act.

Section 10-15-7
Filing fees.
All provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1, 2011.
(Act 2000-211, p. 279, §6; Act 2001-344, p. 446, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 1 - Definitions and Other General Provisions. › Division A - Definitions, Applicability, and Purpose. › Section 10A-1-1.01 - Short Title.

Section 10A-1-1.01
Short title.
This title shall be known and may be cited as the "Alabama Business and Nonprofit Entity Code."
(Act 2009-513, p. 967, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 1 - Definitions and Other General Provisions. › Division A - Definitions, Applicability, and Purpose. › Section 10A-1-1.02 - Applicability of Chapter.

Section 10A-1-1.02
Applicability of chapter.
(a) All provisions of this chapter shall apply to all entities formed pursuant to or governed by Chapters 2A to 11, inclusive, and Chapter 17, except as set forth in this chapter and except as set forth in subsections (c), (d), and (e).
(b) The provisions of this chapter shall apply to entities formed pursuant to or governed by Chapter 16, Chapter 20, and Chapter 30 only as provided therein or expressly provided in this chapter.
(c) If a provision of this chapter conflicts with a provision in another chapter of this title, the provision of the other chapter, to the extent of the conflict, supersedes the provision of this chapter.
(d) Provisions in another chapter may provide that the provisions of this chapter do not apply by specifically providing which provisions in this chapter do not apply.
(e) Provisions in another chapter may provide that the governing documents of an entity governed by that other chapter may supersede the provisions of this chapter by specifically providing which provisions in this chapter may be superseded by those governing documents.
(Act 2009-513, p. 967, §2; Act 2018-125, §1; Act 2019-94, §2; Act 2020-73, §1; Act 2021-299, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 1 - Definitions and Other General Provisions. › Division A - Definitions, Applicability, and Purpose. › Section 10A-1-1.04 - Disinterested Person.

Section 10A-1-1.04
Disinterested person.
(a) For purposes of this title, a person is disinterested with respect to the approval of a contract, transaction, or other matter or to the consideration of the disposition of a claim or challenge relating to a contract, transaction, or particular conduct, if the person or the person's associate:
(1) is not a party to the contract or transaction or materially involved in the conduct that is the subject of the claim or challenge; and
(2) does not have a material financial interest in the outcome of the contract or transaction or the disposition of the claim or challenge.
(b) For purposes of subsection (a), a person is not materially involved in the conduct that is the subject of a claim or challenge and does not have a material financial interest in the outcome of a contract or transaction or the disposition of a claim or challenge solely because:
(1) the person was nominated or elected as a governing person by a person who is:
(A) interested in the contract or transaction; or
(B) alleged to have engaged in the conduct that is the subject of the claim or challenge;
(2) the person receives normal fees or customary compensation, reimbursement for expenses, or benefits as a governing person of the entity;
(3) the person has a direct or indirect equity interest in the entity;
(4) the entity has, or its subsidiaries have, an interest in the contract or transaction or was affected by the alleged conduct;
(5) the person or an associate of the person receives ordinary and reasonable compensation for reviewing, making recommendations regarding, or deciding on the disposition of the claim or challenge; or
(6) in the case of a review by the person of the alleged conduct that is the subject of the claim or challenge:
(A) the person is named as a defendant in the derivative proceeding regarding the matter or as a person who engaged in the alleged conduct; or
(B) the person, acting as a governing person, approved, voted for, or acquiesced in the act being challenged if the act did not result in a material personal or financial benefit to the person and the challenging party fails to allege particular facts that, if true, raise a significant prospect that the governing person would be held liable to the entity or its owners or members as a result of the conduct.
(Act 2009-513, p. 967, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 1 - Definitions and Other General Provisions. › Division A - Definitions, Applicability, and Purpose. › Section 10A-1-1.05 - Conspicuous Information.

Section 10A-1-1.05
Conspicuous information.
In this title, required information is conspicuous if the information is placed in a manner or displayed using a font that provides or is intended to provide notice to a reasonable person affected by the information. Required information in a document is conspicuous if the font used for the information is capitalized, boldfaced, italicized, or underlined or larger or of a different color than the remainder of the document.
(Act 2009-513, p. 967, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 1 - Definitions and Other General Provisions. › Division A - Definitions, Applicability, and Purpose. › Section 10A-1-1.06 - Synonymous Terms.

Section 10A-1-1.06
Synonymous terms.
To the extent not inconsistent with the Constitution of Alabama of 1901, and other statutes of this state wherein the terms may be found, and as the context requires, in this title or any other statute of this state:
(1) a reference to certificate of formation includes, in the case of a corporation, articles of incorporation, certificate of incorporation, and charter; in the case of limited partnership, a certificate of limited partnership and a certificate of formation; in the case of a limited liability company, certificate of formation and articles of organization; and in the case of a business trust or a real estate investment trust, declaration of trust and, similarly, a reference to articles of incorporation, certificate of incorporation, charter, certificate of limited partnership, or articles of organization includes a certificate of formation;
(2) a reference to articles of dissolution includes statement of dissolution and certificate of dissolution, and similarly a reference to statement of dissolution includes articles of dissolution and certificate of dissolution, and similarly, a reference to certificate of dissolution includes articles of dissolution and statement of dissolution;
(3) a reference to certificate of merger includes articles of merger and statement of merger and similarly, a reference to articles of merger includes certificate of merger and statement of merger, and similarly, a reference to statement of merger includes certificate of merger and articles of merger;
(4) a reference to authorized capital stock includes authorized shares;
(5) a reference to capital stock includes authorized and issued shares, issued shares, and stated capital;
(6) a reference to a certificate of registration, certificate of authority, statement of foreign limited liability partnership, and permit to transact business includes registration;
(7) a reference to stock and shares of stock includes shares;
(8) a reference to stockholder includes shareholder; and
(9) a reference to no par stock includes shares without par value.
(Act 2009-513, p. 967, §2; Act 2016-379, p. 934, §2; Act 2018-125, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 1 - Definitions and Other General Provisions. › Division A - Definitions, Applicability, and Purpose. › Section 10A-1-1.07 - Signing of Document or Other Writing.

Section 10A-1-1.07
Signing of document or other writing.
For purposes of this title, a writing has been signed by a person when the writing includes the person's signature. A transmission or reproduction of a writing signed by a person is considered signed by that person for purposes of this title.
(Act 2009-513, p. 967, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 1 - Definitions and Other General Provisions. › Division A - Definitions, Applicability, and Purpose. › Section 10A-1-1.08 - Short Titles.

Section 10A-1-1.08
Short titles.
(a) The provisions of this title as described by this section may be cited as provided by this section.
(b) Chapter 2A and the provisions of Chapter 1 to the extent applicable to business corporations may be cited as the Alabama Business Corporation Law.
(c) Chapter 3 and the provisions of Chapter 1 to the extent applicable to nonprofit corporations may be cited as the Alabama Nonprofit Corporation Law.
(d) Chapter 4 and the provisions of Chapter 1 to the extent applicable to professional corporations may be cited as the Alabama Professional Corporation Law.
(e) Chapter 5A and the provisions of Chapter 1 to the extent applicable to limited liability companies may be cited as the Alabama Limited Liability Company Law.
(f) Chapter 8A and the provisions of Chapter 1 to the extent applicable to general partnerships may be cited as the Alabama Partnership Law.
(g) Chapter 9A and the provisions of Chapter 1 to the extent applicable to limited partnerships may be cited as the Alabama Limited Partnership Law.
(h) Chapter 10 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.
(i) Chapter 11 and the provisions of Chapter 1 and Chapter 2A to the extent applicable to employee cooperative corporations may be cited as the Alabama Employee Cooperative Corporations Law.
(j) Chapter 17 and the provisions of Chapter 1 to the extent applicable to unincorporated nonprofit associations may be cited as the Alabama Unincorporated Nonprofit Association Law.
(Act 2009-513, p. 967, §2; Act 2014-144, p. 265, §2; Act 2016-379, p. 934, §2; Act 2018-125, §1; Act 2019-94, §2; Act 2020-73, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 1 - Definitions and Other General Provisions. › Division A - Definitions, Applicability, and Purpose. › Section 10A-1-1.09 - Reference in Law to Statute Revised by Title.

Section 10A-1-1.09
Reference in law to statute revised by title.
A reference in a law to a statute or a part of a statute revised by this title is considered to be a reference to the part of this title that revises that statute or part of that statute.
(Act 2009-513, p. 967, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 1 - Definitions and Other General Provisions. › Division A - Definitions, Applicability, and Purpose. › Section 10A-1-1.10 - Reservation of Power.

Section 10A-1-1.10
Reservation of power.
The Alabama Legislature has power to amend or repeal all or any part of this title at any time, and all domestic or foreign entities subject to this title are governed by the amendment or repeal.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-1.02; amended and renumbered by Act 2009-513, p. 967, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 1 - Definitions and Other General Provisions. › Division B - Determination of Applicable Law. › Section 10A-1-1.11 - Law Governing Filing Entities.

Section 10A-1-1.11
Law governing filing entities.
(a) The law of this state governs the formation and internal affairs of an entity if the entity's formation occurs when a certificate of formation filed in accordance with Article 4 takes effect.
(b) If the formation of an entity occurs when a certificate of formation or similar instrument filed with a foreign governmental authority takes effect, the laws of the state or other jurisdiction in which that foreign governmental authority is located governs the formation and internal affairs of the entity, and the liability of its members.
(Act 2009-513, p. 967, §5.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 1 - Definitions and Other General Provisions. › Division B - Determination of Applicable Law. › Section 10A-1-1.12 - Entities Not Formed by Filing Instrument.

Section 10A-1-1.12
Entities not formed by filing instrument.
For entities other than general partnerships, if the formation of an entity does not occur when a certificate of formation or similar instrument filed with the filing officer, or with a foreign governmental authority takes effect, the law governing the entity's formation and internal affairs is the law of the entity's jurisdiction of formation.
(Act 2009-513, p. 967, §5; Act 2018-125, §1; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 1 - Definitions and Other General Provisions. › Division B - Determination of Applicable Law. › Section 10A-1-1.13 - Internal Affairs.

Section 10A-1-1.13
Internal affairs.
For purposes of this title, the internal affairs of an entity include:
(1) the rights, powers, and duties of its governing authority, governing persons, officers, owners, and members; and
(2) matters relating to its membership or ownership interests, other than the right of members or owners to inspect entity records.
(Act 2009-513, p. 967, §5.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 2 - Purposes and Powers of Domestic Entity. › Division A - Purposes of Domestic Entity. › Section 10A-1-2.01 - General Scope of Permissible Purposes.

Section 10A-1-2.01
General scope of permissible purposes.
A domestic entity may have any lawful purpose or purposes, unless otherwise provided by this title. If the purpose for which it is organized or its form makes it subject to a special provision of law or limitation of purpose, the entity shall also comply with that provision or conform to that limitation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-3.01; amended and renumbered by Act 2009-513, p. 967, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 2 - Purposes and Powers of Domestic Entity. › Division A - Purposes of Domestic Entity. › Section 10A-1-2.02 - Prohibited Purposes.

Section 10A-1-2.02
Prohibited purposes.
A domestic entity may not engage in a business, activity, not for profit activity, or any other activity, whether or not for profit, that:
(A) is expressly unlawful or prohibited by a law of this state;
(B) cannot lawfully be engaged in by that entity under a law of this state; or
(C) may not be engaged in by an entity without first obtaining a license under the laws of this state to engage in that business, activity, not for profit activity, or any other activity, whether or not for profit, and a license cannot lawfully be granted to the entity.
(Act 2009-513, p. 967, §8; Act 2018-125, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 2 - Purposes and Powers of Domestic Entity. › Division A - Purposes of Domestic Entity. › Section 10A-1-2.03 - Limitation on Purposes of Professional Entity.

Section 10A-1-2.03
Limitation on purposes of professional entity.
Except as provided in the chapter of this title applicable to the entity, a professional entity may engage in only:
(1) one type of professional service, unless the entity is expressly authorized to provide more than one type of professional service under state law regulating the professional services; and
(2) services ancillary to that type of professional service.
(Act 2009-513, p. 967, §8.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 2 - Purposes and Powers of Domestic Entity. › Division A - Purposes of Domestic Entity. › Section 10A-1-2.04 - Limitation in Governing Documents.

Section 10A-1-2.04
Limitation in governing documents.
The governing documents of a domestic entity may contain limitations on the entity's purposes.
(Act 2009-513, p. 967, §8.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 2 - Purposes and Powers of Domestic Entity. › Division B - Powers of Domestic Entity. › Section 10A-1-2.12 - Consideration for Indebtedness.

Section 10A-1-2.12
Consideration for indebtedness.
(a) Unless otherwise provided by its governing documents or this title a domestic entity may create indebtedness for any consideration the entity considers appropriate, including:
(1) cash;
(2) property;
(3) a contract to receive property;
(4) a debt or other obligation of the entity or of another person;
(5) services performed or a contract for services to be performed; or
(6) a direct or indirect benefit realized by the entity.
(b) In the absence of fraud in the transaction, the judgment of the governing authority of a domestic entity as to the value of the consideration received by the entity for indebtedness is conclusive.
(c) For purposes of establishing the receipt of consideration under this section, a domestic entity is treated as part of the entity creating indebtedness if the domestic entity is directly or indirectly or wholly or partly owned by that entity.
(Act 2009-513, p. 967, §11.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 2 - Purposes and Powers of Domestic Entity. › Division B - Powers of Domestic Entity. › Section 10A-1-2.13 - Power to Make Guaranties.

Section 10A-1-2.13
Power to make guaranties.
(a) In this section, "guaranty" means a mortgage, pledge, security agreement, or other agreement making the domestic entity or its assets secondarily liable for another person's contract, security, or other obligation.
(b) Unless otherwise provided by its governing documents or this title, a domestic entity may:
(1) make a guaranty on behalf of a parent, subsidiary, or affiliate of the entity; or
(2) make a guaranty of the indebtedness of another person if the guaranty may reasonably be expected directly or indirectly to benefit the entity.
(c) For purposes of subsection (b)(2), a decision by the governing authority of the domestic entity that a guaranty may reasonably be expected to benefit the entity is conclusive and not subject to attack by any person, except:
(1) a guaranty may not be enforced by a person who participated in a fraud on the domestic entity resulting in the making of the guaranty or by a person who had notice of that fraud at the time the person acquired rights under the guaranty;
(2) a proposed guaranty may be enjoined at the request of an owner of the domestic entity on the ground that the guaranty cannot reasonably be expected to benefit the domestic entity; or
(3) the domestic entity, whether acting directly or through a receiver, trustee, or other legal representative, or through an owner on behalf of the domestic entity, may bring suit for damages against the managerial officials, owners, or members who authorized the guaranty on the ground that the guaranty could not reasonably be expected to benefit the domestic entity.
(Act 2009-513, p. 967, §11.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 2 - Purposes and Powers of Domestic Entity. › Division B - Powers of Domestic Entity. › Section 10A-1-2.14 - Stated Powers in Division Sufficient.

Section 10A-1-2.14
Stated powers in division sufficient.
A domestic entity is not required to state in its governing documents any of the powers provided to the entity by this division.
(Act 2009-513, p. 967, §11.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 2 - Purposes and Powers of Domestic Entity. › Division B - Powers of Domestic Entity. › Section 10A-1-2.15 - Limitation on Powers.

Section 10A-1-2.15
Limitation on powers.
This division does not authorize a domestic entity or a managerial official of a domestic entity to exercise a power in a manner inconsistent with a limitation on the purposes or powers of the entity contained in its governing documents, this title, or other law of this state.
(Act 2009-513, p. 967, §11.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 2 - Purposes and Powers of Domestic Entity. › Division B - Powers of Domestic Entity. › Section 10A-1-2.16 - Certificated Indebtedness; Manner of Issuance; Signature and Seal.

Section 10A-1-2.16
Certificated indebtedness; manner of issuance; signature and seal.
(a) Except as otherwise provided by the governing documents of the domestic entity, this title, or other law, on the issuance by a domestic entity of a bond, debenture, or other evidence of indebtedness in certificated form, the seal of the entity, if the entity has adopted a seal, may be a facsimile that may be engraved or printed on the certificate.
(b) Except as otherwise provided by the governing documents of the domestic entity, this title, or other law, if a security described by subsection (a) is authenticated with the manual signature of an authorized officer of the domestic entity or an authorized officer or representative, to the extent permitted by law, of a transfer agent or trustee appointed or named by an indenture of trust or other agreement under which the security is issued, the signature of any officer of the domestic entity may be a facsimile signature.
(c) A security described by subsection (a) that contains the manual or facsimile signature of a person who is no longer an officer when the security is delivered by the entity may be adopted, issued, and delivered by the entity in the same manner and to the same extent as if the person had remained an officer of the entity.
(Act 2009-513, p. 967, §11.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 2 - Purposes and Powers of Domestic Entity. › Division B - Powers of Domestic Entity. › Section 10A-1-2.17 - Business Transactions of Owner With Entity.

Section 10A-1-2.17
Business transactions of owner with entity.
Except as otherwise provided in the governing documents or in the specific article that applies to that entity, an owner may lend money to and transact any lawful business with the entity and, subject to other applicable law, have the same rights and obligations with respect thereto as a person who is not an owner.
(Act 2009-513, p. 967, §11.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division A - Formation, Existence, and Certificate. › Section 10A-1-3.01 - Formation and Existence of Filing Entities.

Section 10A-1-3.01
Formation and existence of filing entities.
(a) To form a filing entity, a certificate of formation complying with Sections 10A-1-3.03, 10A-1-3.04, and 10A-1-3.05 must be filed in accordance with Article 4.
(b) The filing of a certificate of formation described by subsection (a) may be included in a filing under Article 8.
(c) The existence of a filing entity commences when the filing of the certificate of formation takes effect as provided by Article 4.
(d) Except in a proceeding by the state to terminate the existence of a filing entity, the filing of a certificate of formation by the filing officer is conclusive evidence of:
(1) the formation and existence of the filing entity;
(2) the satisfaction of all conditions precedent to the formation of the filing entity; and
(3) the authority of the filing entity to transact business in this state.
(Act 2009-513, p. 967, §13.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division A - Formation, Existence, and Certificate. › Section 10A-1-3.02 - Formation and Existence of Nonfiling Entities.

Section 10A-1-3.02
Formation and existence of nonfiling entities.
The requirements for the formation of and the determination of the existence of a nonfiling entity are governed by the chapter of this title which applies to that entity.
(Act 2009-513, p. 967, §13.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division A - Formation, Existence, and Certificate. › Section 10A-1-3.03 - Duration.

Section 10A-1-3.03
Duration.
A domestic filing entity exists perpetually unless otherwise provided in the governing documents of the entity. A domestic entity may be terminated in accordance with this title.
(Act 2009-513, p. 967, §13.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division A - Formation, Existence, and Certificate. › Section 10A-1-3.04 - Execution of Certificate of Formation.

Section 10A-1-3.04
Execution of certificate of formation.
Unless provided otherwise in a chapter of this title governing a filing entity, one or more organizers of a filing entity must sign the certificate of formation of the filing entity.
(Act 2009-513, p. 967, §13; Act 2018-125, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division A - Formation, Existence, and Certificate. › Section 10A-1-3.05 - Certificate of Formation.

Section 10A-1-3.05
Certificate of formation.
Unless provided otherwise in a chapter of this title governing a filing entity:
(a) The certificate of formation must state:
(1) the name of the filing entity being formed;
(2) the type of filing entity being formed;
(3) for filing entities other than limited partnerships, the purpose or purposes for which the filing entity is formed, which may be stated to be or include any lawful purpose for that type of entity;
(4) the period of duration, if the entity is not formed to exist perpetually;
(5) the street address and, if different, the mailing address of the initial registered office of the filing entity and the name of the initial registered agent of the filing entity at the office;
(6) the name and address of each:
(A) organizer for the filing entity, unless the entity is formed pursuant to a statement of conversion or merger; or
(B) general partner, if the filing entity is a limited partnership;
(7) if the filing entity is formed pursuant to a conversion or merger, a statement to that effect and, if formed pursuant to a conversion, the name, mailing address of the principal office, date of formation, prior form of entity, and jurisdiction of formation of the converting entity; and
(8) any other information required by this title including, without limitation, any information required by the specific chapter of this title governing the filing entity or by Article 8 to be included in the certificate of formation for the filing entity.
(b) The certificate of formation may contain other provisions not inconsistent with law relating to the organization, ownership, governance, business, or affairs of the filing entity.
(c) Except as provided by Section 10A-1-3.04, Article 4 governs the signing and filing of a certificate of formation for a domestic entity.
(Act 2009-513, p. 967, §13; Act 2018-125, §1; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division A - Formation, Existence, and Certificate. › Section 10A-1-3.06 - Filings in Case of Merger or Conversion.

Section 10A-1-3.06
Filings in case of merger or conversion.
Unless provided otherwise in a chapter of this title governing an entity, the formation and existence of a domestic entity that is a converted entity in a conversion or that is to be created pursuant to a plan of merger takes effect and commences on the effectiveness of the conversion or merger, as appropriate.
(Act 2009-513, p. 967, §13; Act 2018-125, §1; Act 2019-94, §2.)