reglab/statecodes huggingface dataset:
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 5 - Names of Entities; Registered Agents and Registered Officers. › Division A - General Provisions. › Section 10A-1-5.09 - Name of Professional Entity; Conflict With Other Law or Ethical Rule.

Section 10A-1-5.09
Name of professional entity; conflict with other law or ethical rule.
The name of a professional entity must be consistent with a statute or regulation that governs a person that provides a professional service through the professional entity, including a rule of professional ethics.
(Act 2009-513, p. 967, §37.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 5 - Names of Entities; Registered Agents and Registered Officers. › Division A - General Provisions. › Section 10A-1-5.10 - Name of General Partnership.

Section 10A-1-5.10
Name of general partnership.
(a) The name of a general partnership that has filed a statement of partnership in accordance with Section 10A-8A-2.02 must include the words "general partnership" or the abbreviation "G.P." or "GP."
(b) The name of a general partnership that has filed a statement of not for profit partnership in accordance with Section 10A-8A-2.02 must include the words "not for profit general partnership" or the abbreviation "N.G.P." or "NGP."
(Act 2018-125, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 5 - Names of Entities; Registered Agents and Registered Officers. › Division B - Reservation of Names. › Section 10A-1-5.11 - Application for Reservation of Name.

Section 10A-1-5.11
Application for reservation of name.
(a) To reserve the exclusive use of an entity name, including a fictitious name for a foreign entity whose name is not available, a person must deliver an application to the Secretary of State for filing. Any person may file an application with the Secretary of State to reserve the exclusive use of a name under this article.
(b) The application must set forth the name and address of the applicant and the name proposed to be reserved and must be:
(1) accompanied by any required filing fee; and
(2) signed by the applicant or by the agent or attorney of the applicant.
(c) The name may also be reserved, renewed, withdrawn, and transferred by electronic means as set forth in Section 10A-1-5.17.
(Act 2009-513, p. 967, §39; Act 2013-338, p. 1196, §1; Act 2018-125, §3; Act 2020-73, §5.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 5 - Names of Entities; Registered Agents and Registered Officers. › Division B - Reservation of Names. › Section 10A-1-5.12 - Reservation of Certain Names Prohibited; Exceptions.

Section 10A-1-5.12
Reservation of certain names prohibited; exceptions.
(a) The Secretary of State may not reserve a name that is the same as, or not distinguishable on the records of the Secretary of State from:
(1) the name of an existing filing entity; the name of a general partnership that has an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State under Chapter 8A;
(2) the name of a foreign filing entity that has a registration under Article 7; or
(3) a name that is reserved under this division.
(b) Subsection (a) does not apply if the other entity or the person for whom the name is reserved consents in writing to the subsequent reservation of a name not distinguishable on the records of the Secretary of State, and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable on the records of the Secretary of State from the name applied for or, if the conflict is with a reserved or registered name, transfers its reservation to the applicant pursuant to Section 10A-1-5.16.
(Act 2009-513, p. 967, §39; Act 2013-338, p. 1196, §1; Act 2018-125, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 5 - Names of Entities; Registered Agents and Registered Officers. › Division B - Reservation of Names. › Section 10A-1-5.13 - Action on Application.

Section 10A-1-5.13
Action on application.
If the Secretary of State determines that the name specified in the application is eligible for reservation, the Secretary of State shall reserve that name for the exclusive use of the applicant.
(Act 2009-513, p. 967, §39.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 5 - Names of Entities; Registered Agents and Registered Officers. › Division B - Reservation of Names. › Section 10A-1-5.14 - Duration of Reservation of Name.

Section 10A-1-5.14
Duration of reservation of name.
The Secretary of State shall reserve the name for the applicant until the earlier of:
(1) one year from the date the application is accepted for filing; or
(2) the date the applicant files with the Secretary of State a written notice of withdrawal of the reservation.
(Act 2009-513, p. 967, §39; Act 2013-338, p. 1196, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 5 - Names of Entities; Registered Agents and Registered Officers. › Division B - Reservation of Names. › Section 10A-1-5.15 - Renewal of Reservation.

Section 10A-1-5.15
Renewal of reservation.
A person may renew the person's reservation of a name under this division for successive one-year periods if, during the 90-day period preceding the expiration of that reservation, the person:
(1) files an application to renew the name reservation; and
(2) pays the required filing fee.
(Act 2009-513, p. 967, §39; Act 2013-338, p. 1196, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 5 - Names of Entities; Registered Agents and Registered Officers. › Division B - Reservation of Names. › Section 10A-1-5.16 - Transfer of Reservation of Name.

Section 10A-1-5.16
Transfer of reservation of name.
(a) A person may transfer the person's reservation of a name by filing with the Secretary of State a notice of transfer.
(b) The notice of transfer must:
(1) be signed by the person for whom the name is reserved; and
(2) state the name and address of the person to whom the reservation is to be transferred.
(Act 2009-513, p. 967, §39.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 5 - Names of Entities; Registered Agents and Registered Officers. › Division B - Reservation of Names. › Section 10A-1-5.17 - Electronic Name Reservation.

Section 10A-1-5.17
Electronic name reservation.
The Secretary of State shall establish and maintain an automated electronic name reservation system that enables (i) the reservation of a name, (ii) the renewal of that reserved name, (iii) the withdrawal of that reserved name, (iv) the transfer of that reserved name, and (v) the payment of the fees associated therewith, in order to provide for an immediate reservation, renewal, withdrawal, or transfer of the reserved name 24 hours a day, seven days a week, each day of the year, including holidays and weekends.
(Act 2020-73, §6.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 5 - Names of Entities; Registered Agents and Registered Officers. › Division B - Reservation of Names. › Section 10A-1-5.18 - Name at Time of Revocation and Reinstatement.

Section 10A-1-5.18
Name at time of revocation and reinstatement.
If an entity is listed in the Secretary of State's records as an entity that has been dissolved, then if that entity is reinstated in accordance with this chapter or the chapter that governs the dissolved entity, the name of that entity following revocation and reinstatement shall be that entity's name at the time of revocation and reinstatement if that entity's name complies with this article at the time of revocation and reinstatement. If that entity's name does not comply with this article, the name of that entity following revocation and reinstatement shall be that entity's name followed by the word "reinstated."
(Act 2021-299, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 5 - Names of Entities; Registered Agents and Registered Officers. › Division C - Registration of Names. › Section 10A-1-5.21 - Application by Certain Entities for Registration of Name.

Section 10A-1-5.21
Application by certain entities for registration of name.
Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.
(Act 2009-513, p. 967, §41.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 5 - Names of Entities; Registered Agents and Registered Officers. › Division C - Registration of Names. › Section 10A-1-5.22 - Application for Registration of Name.

Section 10A-1-5.22
Application for registration of name.
Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.
(Act 2009-513, p. 967, §41.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 5 - Names of Entities; Registered Agents and Registered Officers. › Division C - Registration of Names. › Section 10A-1-5.23 - Certain Registrations Prohibited; Exceptions.

Section 10A-1-5.23
Certain registrations prohibited; exceptions.
Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.
(Act 2009-513, p. 967, §41.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 5 - Names of Entities; Registered Agents and Registered Officers. › Division C - Registration of Names. › Section 10A-1-5.24 - Duration of Registration of Name.

Section 10A-1-5.24
Duration of registration of name.
Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.
(Act 2009-513, p. 967, §41.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 5 - Names of Entities; Registered Agents and Registered Officers. › Division C - Registration of Names. › Section 10A-1-5.25 - Renewal of Registration; Rights With Respect to Registered Name.

Section 10A-1-5.25
Renewal of registration; rights with respect to registered name.
Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.
(Act 2009-513, p. 967, §41.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 5 - Names of Entities; Registered Agents and Registered Officers. › Division D - Registered Agents and Registered Offices; Service of Process. › Section 10A-1-5.31 - Designation and Maintenance of Registered Agent and Registered Office.

Section 10A-1-5.31
Designation and maintenance of registered agent and registered office.
(a) Each filing entity and each foreign filing entity with a registration under Article 7, and each general partnership that has an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State in accordance with Chapter 8A, shall designate and continuously maintain in this state:
(1) a registered agent; and
(2) a registered office.
(b) A registered agent:
(1) is an agent of the entity on which may be served any process, notice, or demand required or permitted by law to be served on the entity;
(2) may be:
(A) an individual who is a resident of this state; or
(B) a domestic entity or a foreign entity that is registered to transact business in this state; and
(3) must maintain a business office at the same address as the entity's registered office.
(c) The registered office:
(1) must be located at a street address where process may be personally served on the entity's registered agent;
(2) is not required to be a place of business of the filing entity or foreign filing entity; and
(3) may not be solely a mailbox service or a telephone answering service.
(Act 2009-513, p. 967, §43; Act 2018-125, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 5 - Names of Entities; Registered Agents and Registered Officers. › Division D - Registered Agents and Registered Offices; Service of Process. › Section 10A-1-5.32 - Change by Entity of Registered Office or Registered Agent.

Section 10A-1-5.32
Change by entity of registered office or registered agent.
(a) An entity required to maintain a registered office and registered agent under Section 10A-1-5.31 may change its registered office, its registered agent, or both, by delivering to the Secretary of State for filing a statement of the change in accordance with the procedures in Article 4.
(b) The statement must contain:
(1) the name of the entity;
(2) the name of the entity's registered agent;
(3) the street address of the entity's registered agent;
(4) if the change relates to the registered agent, the name of the entity's new registered agent and the new registered agent's written consent to the appointment, either on the statement or attached to it;
(5) if the change relates to the registered office, the street address of the entity's new registered office;
(6) a recitation that the change specified in the statement is authorized by the entity; and
(7) a recitation that the street address of the registered office and the street address of the registered agent's business are the same.
(c) On acceptance of the statement by the Secretary of State, the statement is:
(1) in the case of a domestic filing entity, effective to change the designation of the entity's registered agent or registered office, or both, without the necessity of amending the entity's certificate of formation;
(2) in the case of a general partnership with an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State under Chapter 8A, effective to change its registered agent or registered office, or both, without the necessity of amending its statement of partnership, statement of not for profit partnership, or statement of limited liability partnership under Chapter 8A;
(3) in the case of a foreign filing entity other than a foreign limited liability partnership, effective to change the designation of the entity's registered agent or registered office, or both, and effective as an amendment of its application for registration as a foreign entity under Article 7; or
(4) in the case of a foreign limited liability partnership, effective to change the designation of its registered agent or registered office, or both, without the necessity of amending its statement of foreign limited liability partnership under Article 7.
(Act 2009-513, p. 967, §43; Act 2018-125, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 5 - Names of Entities; Registered Agents and Registered Officers. › Division D - Registered Agents and Registered Offices; Service of Process. › Section 10A-1-5.33 - Change by Registered Agent of Name or Address of Registered Agent.

Section 10A-1-5.33
Change by registered agent of name or address of registered agent.
(a) The registered agent of any entity required by Section 10A-1-5.31 to designate and maintain a registered agent or registered office may change its name, its address as the address of the entity's registered office, or both, by delivering to the Secretary of State for filing a statement of the change in accordance with the procedures in Article 4.
(b) The statement must be signed by the registered agent, or a person authorized to sign the statement on behalf of the registered agent, and must contain:
(1) the name of the entity represented by the registered agent;
(2) the name of the entity's registered agent and the address at which the registered agent maintained the entity's registered office;
(3) if the change relates to the name of the registered agent, the new name of that agent;
(4) if the change relates to the address of the registered office, the new address of that office; and
(5) a recitation that written notice of the change was given to the entity at least 10 days before the date the statement is filed.
(c) On acceptance of the statement by the Secretary of State, the statement is:
(1) in the case of a domestic filing entity, effective to make the change set forth in the statement without the necessity of amending the entity's certificate of formation;
(2) in the case of a general partnership with an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State, effective to change its registered agent or registered office, or both, without the necessity of amending its statement of partnership, statement of not for profit partnership, or statement of limited liability partnership under Chapter 8A;
(3) in the case of a foreign filing entity, effective to make the change set forth in the statement, and effective as an amendment of its application for registration as a foreign entity under Article 7; or
(4) in the case of a foreign limited liability partnership, effective to make the change set forth in the statement, and effective as an amendment to its statement of foreign limited liability partnership under Article 7.
(d) A registered agent may file a statement under this section that applies to more than one entity.
(Act 2009-513, p. 967, §43; Act 2018-125, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 5 - Names of Entities; Registered Agents and Registered Officers. › Division D - Registered Agents and Registered Offices; Service of Process. › Section 10A-1-5.34 - Resignation of Registered Agent.

Section 10A-1-5.34
Resignation of registered agent.
(a) A registered agent of any entity required by Section 10A-1-5.31 to designate and maintain a registered agent or registered office may resign as the registered agent by giving notice to that entity and to the Secretary of State.
(b) Notice to the entity must be given to the entity at the address of the entity most recently known by the agent.
(c) Notice to the Secretary of State must be given before the 11th day after the date notice under subsection (b) is mailed or delivered and must include:
(1) the address of the entity most recently known by the agent;
(2) a statement that written notice of the resignation has been given to the entity; and
(3) the date on which that written notice of resignation was given.
(d) On compliance with subsections (b) and (c), the appointment of the registered agent terminates. The termination is effective on the 31st day after the date the Secretary of State receives the notice.
(e) If the Secretary of State finds that a notice of resignation received by the filing officer conforms to subsections (b) and (c), the Secretary of State shall:
(1) notify the entity of the registered agent's resignation; and
(2) file the resignation in accordance with Article 4, except that a fee is not required to file the resignation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-5.03; amended and renumbered by Act 2009-513, p. 967, §44.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 5 - Names of Entities; Registered Agents and Registered Officers. › Division D - Registered Agents and Registered Offices; Service of Process. › Section 10A-1-5.35 - Failure to Designate and Maintain Registered Agent.

Section 10A-1-5.35
Failure to designate and maintain registered agent.
If an entity required by Section 10A-1-5.31 to designate and maintain a registered agent fails to do so, or the registered agent cannot with reasonable diligence be served, the entity may be served with process as provided by the Alabama Rules of Civil Procedure and may be served with any other notice or demand required or permitted by law to be served on the entity in a manner similar to the procedure provided by the Alabama Rules of Civil Procedure for the service of process.
(Act 2009-513, p. 967, §45.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 5 - Names of Entities; Registered Agents and Registered Officers. › Division D - Registered Agents and Registered Offices; Service of Process. › Section 10A-1-5.36 - Method of Service on Entity Not Exclusive.

Section 10A-1-5.36
Method of service on entity not exclusive.
This division does not prescribe the only or required means of serving an entity. Nothing contained in this division specifically or in this title generally shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served on an entity in any other manner now or hereafter permitted by law.
(Act 2009-513, p. 967, §45.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 6 - Indemnification and Insurance. › Division A - General Provisions. › Section 10A-1-6.01 - Definitions.

Section 10A-1-6.01
Definitions.
In this division:
(1) "Delegate" means a person who is serving or who has served as a representative of an enterprise at the request of that enterprise at another enterprise. A person is a delegate to an employee benefit plan if the performance of the person's official duties to the enterprise also imposes duties on or otherwise involves service by the person to the plan or participants in or beneficiaries of the plan.
(2) "Enterprise" means a domestic entity or an organization subject to this article, including a predecessor domestic entity or organization.
(3) "Expenses" includes court costs and attorney's fees. The term does not include a judgment, a penalty, a settlement, a fine, or an excise or similar tax or an excise tax assessed against the person regarding an employee benefit plan.
(4) "Former governing person" means a person who was a governing person of an enterprise.
(5) "Official capacity" means:
(A) with respect to a governing person, the office of the governing person in the enterprise or the exercise of authority by or on behalf of the governing person pursuant to this title or the governing documents of the enterprise; and
(B) with respect to a person other than a governing person, the elective or appointive office, if any, in the enterprise held by the person or the relationship undertaken by the person on behalf of the enterprise.
(6) "Predecessor enterprise" means a sole proprietorship or organization that is a predecessor to an enterprise in:
(A) a merger, conversion, consolidation, or other transaction in which the liabilities of the predecessor enterprise are transferred or allocated to the enterprise by operation of law; or
(B) any other transaction in which the enterprise assumes the liabilities of the predecessor enterprise and the liabilities that are the subject matter of this chapter are not specifically excluded.
(7) "Proceeding" means:
(A) a threatened, pending, or completed action or other proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal;
(B) an appeal of an action or proceeding described by paragraph (A); and
(C) an inquiry or investigation that could lead to an action or proceeding described by paragraph (A).
(8) "Representative" means a person serving as a partner, director, officer, venturer, proprietor, trustee, employee, or agent of an enterprise or serving a similar function for an enterprise.
(9) "Respondent" means a person named as a respondent or defendant in a proceeding.
(Act 2009-513, p. 967, §47; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 6 - Indemnification and Insurance. › Division A - General Provisions. › Section 10A-1-6.02 - Application of Article.

Section 10A-1-6.02
Application of article.
This article does not apply to: general partnerships, limited liability partnerships, limited liability companies, limited partnerships, limited liability limited partnerships, nonprofit corporations, professional corporations, and business corporations.
(Act 2009-513, p. 967, §48; Act 2016-379, p. 934, §4; Act 2018-125, §3; Act 2019-94, §2; Act 2020-73, §7.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 6 - Indemnification and Insurance. › Division B - Mandatory and Court Ordered Indemnification. › Section 10A-1-6.11 - Mandatory Indemnification.

Section 10A-1-6.11
Mandatory indemnification.
(a) An enterprise shall indemnify a governing person or former governing person against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a governing person if the person is successful, on the merits or otherwise, in the defense of the proceeding, or any claim, issue, or matter in the proceeding, notwithstanding that he or she was not successful on any other claim, issue, or matter in the proceeding.
(b) A court that determines, in a suit for indemnification, that a governing person is entitled to indemnification under this section shall order indemnification and award to the person the expenses incurred in securing the indemnification.
(Act 2009-513, p. 967, §50.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 6 - Indemnification and Insurance. › Division B - Mandatory and Court Ordered Indemnification. › Section 10A-1-6.12 - Court-Ordered Indemnification.

Section 10A-1-6.12
Court-ordered indemnification.
(a) On application of a governing person, former governing person, or delegate and after notice is provided as required by the court, a court may order an enterprise to indemnify the person to the extent the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances.
(b) This section applies without regard to whether the governing person, former governing person, or delegate applying to the court satisfies the requirements of Section 10A-1-6.21 or has been found liable:
(1) to the enterprise; or
(2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person's official capacity.
(c) The indemnification ordered by the court under this section is limited to reasonable expenses if the governing person, former governing person, or delegate is found liable:
(1) to the enterprise; or
(2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person's official capacity.
(Act 2009-513, p. 967, §50.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 6 - Indemnification and Insurance. › Division B - Mandatory and Court Ordered Indemnification. › Section 10A-1-6.13 - Limitations in Governing Documents.

Section 10A-1-6.13
Limitations in governing documents.
The certificate of formation of an enterprise may restrict the circumstances under which the enterprise must or may indemnify a person under this division.
(Act 2009-513, p. 967, §50; Act 2016-379, §4.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 6 - Indemnification and Insurance. › Division C - Permissive Indemnification and Advancement of Expenses. › Section 10A-1-6.21 - Permissive Indemnification.

Section 10A-1-6.21
Permissive indemnification.
(a) An enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding to the extent permitted by Section 10A-1-6.22 if it is determined in accordance with Section 10A-1-6.23 that:
(1) the person:
(A) acted in good faith; and
(B) reasonably believed:
(i) in the case of conduct in the person's official capacity that the person's conduct was in the enterprise's best interests; and
(ii) in all other cases, that the person's conduct was not opposed to the enterprise's best interests; and
(C) in the case of a criminal proceeding, did not have a reasonable cause to believe the person's conduct was unlawful;
(2) with respect to expenses, the amount of expenses is reasonable; and
(3) indemnification should be paid.
(b) Action taken or omitted by a governing person or delegate with respect to an employee benefit plan in the performance of the person's duties for a purpose reasonably believed by the person to be in the interests of the participants in and beneficiaries of the plan is for a purpose that is not opposed to the best interests of the enterprise.
(c) Action taken or omitted by a delegate to another enterprise for a purpose reasonably believed by the delegate to be in the interest of the other enterprise or its owners or members is for a purpose that is not opposed to the best interests of the enterprise.
(d) A person does not fail to meet the standard under subsection (a)(1) solely because of the termination of a proceeding by:
(1) judgment;
(2) order;
(3) settlement;
(4) conviction; or
(5) a plea of nolo contendere or its equivalent.
(Act 2009-513, p. 967, §52.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 6 - Indemnification and Insurance. › Division C - Permissive Indemnification and Advancement of Expenses. › Section 10A-1-6.22 - General Scope of Permissive Indemnification.

Section 10A-1-6.22
General scope of permissive indemnification.
(a) Except as otherwise provided by subsection (d) and subject to subsection (b), an enterprise may indemnify a governing person, former governing person, or delegate against a judgment, penalty, settlement, or fine, including an excise or similar tax or an excise tax assessed against the person regarding an employee benefit plan, and against reasonable expenses actually incurred by the person in connection with a proceeding.
(b) Indemnification under this chapter of a person who is found liable to the enterprise or is found liable because the person improperly received a personal benefit:
(1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding; and
(2) may not be made in relation to a proceeding in which the person has been found liable for:
(A) willful or intentional misconduct in the performance of the person's duty to the enterprise;
(B) breach of the person's duty of loyalty owed to the enterprise; or
(C) an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the enterprise.
(c) A governing person, former governing person, or delegate is considered to have been found liable in relation to a claim, issue, or matter only if the liability is established by an order, including a judgment or decree of a court, and all appeals of the order are exhausted or foreclosed by law.
(d) Notwithstanding any other provision of this chapter, an enterprise may not indemnify or advance expenses to a person if the indemnification or advancement conflicts with a restriction in the enterprise's governing documents.
(Act 2009-513, p. 967, §52.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 6 - Indemnification and Insurance. › Division C - Permissive Indemnification and Advancement of Expenses. › Section 10A-1-6.23 - Manner for Determining Permissive Indemnification.

Section 10A-1-6.23
Manner for determining permissive indemnification.
(a) Except as otherwise provided by subsections (b) and (c), the determinations required under Section 10A-1-6.21(a) must be made by:
(1) a majority vote of a quorum composed of the governing persons who at the time of the vote are disinterested and independent;
(2) if a quorum described by subsection (a)(1) cannot be obtained, a majority vote of a committee of the board of directors of the enterprise designated to act in the matter by a majority vote of the governing persons and composed of at least one governing person who at the time of the vote is disinterested and independent;
(3) special legal counsel selected by the board of directors of the enterprise, or selected by a committee of the board of directors, by vote in accordance with subdivision (1) or subdivision (2) or, if a quorum described by subdivision (1) cannot be obtained and a committee described by subdivision (2) cannot be established, by a majority vote of the governing persons of the enterprise;
(4) a majority of the membership interests that are entitled to vote on the transactions by virtue of not being owned by or under control of the governing persons constitutes a quorum for purposes of taking action under this section; or
(5) a unanimous vote of the owners or members of the enterprise.
(b) If special legal counsel determines under subsection (a)(3) that a person meets the standard under Section 10A-1-6.21(a)(1), the special legal counsel shall determine whether the amount of expenses is reasonable under Section 10A-1-6.21(a)(2) but may not determine whether indemnification should be paid under Section 10A-1-6.21(a)(3). The determination whether indemnification should be paid must be made in a manner specified by subsection (a)(1), (2), (4), or (5).
(c) A provision contained in the governing documents of the enterprise, a resolution of the owners, members, or governing authority, or an agreement that requires the indemnification of a person who meets the standard under Section 10A-1-6.21(a)(1) constitutes a determination under Section 10A-1-6.21(a)(3) that indemnification should be paid even though the provision may not have been adopted or authorized in the same manner as the determinations required under Section 10A-1-6.21(a). The determinations required under Section 10A-1-6.21(a)(1) and (2) must be made in a manner provided by subsection (a).
(Act 2009-513, p. 967, §52.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 6 - Indemnification and Insurance. › Division C - Permissive Indemnification and Advancement of Expenses. › Section 10A-1-6.24 - Advancement of Expenses.

Section 10A-1-6.24
Advancement of expenses.
(a) An enterprise may pay or reimburse reasonable expenses incurred by a governing person, former governing person, or delegate that was, is, or is threatened to be made a respondent in a proceeding in advance of the final disposition of the proceeding without making the determinations required under Section 10A-1-6.21(a) after the enterprise receives:
(1) written affirmation by the person of the person's good faith belief that the person has met the standard of conduct necessary for indemnification under this article; and
(2) written undertaking by or on behalf of the person to repay the amount paid or reimbursed if the final determination is that the person has not met that standard or that indemnification is prohibited by Section 10A-1-6.22.
(b) A provision in the governing documents of the enterprise, a resolution of the owners, members, or governing authority, or an agreement that requires the payment or reimbursement permitted under this section authorizes that payment or reimbursement after the enterprise receives an affirmation and undertaking described by subsection (a).
(c) The written undertaking required by subsection (a)(2) must be an unlimited general obligation of the person but need not be secured and may be accepted by the enterprise without regard to the person's ability to make repayment.
(d) An enterprise may not advance expenses to or reimburse expenses of a person if the advancement or reimbursement conflicts with a restriction in the enterprise's governing documents.
(Act 2009-513, p. 967, §52.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 6 - Indemnification and Insurance. › Division C - Permissive Indemnification and Advancement of Expenses. › Section 10A-1-6.25 - Indemnification and Advancement of Expenses to Persons Other Than Governing Persons.

Section 10A-1-6.25
Indemnification and advancement of expenses to persons other than governing persons.
(a) Notwithstanding any other provision of this chapter but subject to subsection (d) and to the extent consistent with other law, an enterprise may indemnify and advance expenses to a person who is not a governing person, including an officer, employee, agent, or delegate, as provided by:
(1) the enterprise's governing documents;
(2) general or specific action of the enterprise's governing authority;
(3) resolution of the enterprise's owners or members;
(4) contract; or
(5) common law.
(b) An enterprise shall indemnify and advance expenses to an officer to the same extent that indemnification or advancement of expenses is required under this chapter for a governing person.
(c) A person described by subsection (a) may seek indemnification or advancement of expenses from an enterprise to the same extent that a governing person may seek indemnification or advancement of expenses under this chapter.
(d) The certificate of formation of an enterprise may restrict the circumstances under which the enterprise must or may indemnify a person under this section.
(Act 2009-513, p. 967, §52; Act 2016-379, §4.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 6 - Indemnification and Insurance. › Division C - Permissive Indemnification and Advancement of Expenses. › Section 10A-1-6.26 - Permissive Indemnification of and Reimbursement of Expenses to Witnesses.

Section 10A-1-6.26
Permissive indemnification of and reimbursement of expenses to witnesses.
Notwithstanding any other provision of this chapter, an enterprise may pay or reimburse reasonable expenses incurred by a governing person, officer, employee, agent, delegate, or other person in connection with that person's appearance as a witness or other participation in a proceeding at a time when the person is not a respondent in the proceeding.
(Act 2009-513, p. 967, §52.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 6 - Indemnification and Insurance. › Division D - Liability Insurance; Reporting Requirements. › Section 10A-1-6.31 - Insurance and Other Arrangements.

Section 10A-1-6.31
Insurance and other arrangements.
(a) Notwithstanding any other provision of this article, an enterprise may purchase or procure or establish and maintain insurance or another arrangement to indemnify or hold harmless an existing or former governing person, delegate, officer, employee, or agent against any liability:
(1) asserted against and incurred by the person in that capacity; or
(2) arising out of the person's status in that capacity.
(b) The insurance or other arrangement established under subsection (a) may insure or indemnify against the liability described by subsection (a) without regard to whether the enterprise otherwise would have had the power to indemnify the person against that liability under this chapter.
(c) Insurance or another arrangement that involves self-insurance or an agreement to indemnify made with the enterprise or a person that is not regularly engaged in the business of providing insurance coverage may provide for payment of a liability with respect to which the enterprise does not otherwise have the power to provide indemnification only if the insurance or arrangement is approved by the owners or members of the enterprise.
(d) For the benefit of persons to be indemnified by the enterprise, an enterprise, in addition to purchasing or procuring or establishing and maintaining insurance or another arrangement, may:
(1) create a trust fund;
(2) establish any form of self-insurance, including a contract to indemnify;
(3) secure the enterprise's indemnity obligation by grant of a security interest or other lien on the assets of the enterprise; or
(4) establish a letter of credit, guaranty, or surety arrangement.
(e) Insurance or another arrangement established under this section may be purchased or procured or established and maintained:
(1) within the enterprise; or
(2) with any insurer or other person considered appropriate by the governing authority, regardless of whether all or part of the stock, securities, or other ownership interest in the insurer or other person is owned in whole or in part by the enterprise.
(f) A governing authority's decision as to the terms of the insurance or other arrangement and the selection of the insurer or other person participating in an arrangement is conclusive. The insurance or arrangement is not voidable and does not subject the governing persons approving the insurance or arrangement to liability, on any ground, regardless of whether the governing persons participating in approving the insurance or other arrangement are beneficiaries of the insurance or arrangement. This subsection does not apply in case of actual fraud.
(Act 2009-513, p. 967, §54.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 6 - Indemnification and Insurance. › Division D - Liability Insurance; Reporting Requirements. › Section 10A-1-6.32 - Reports of Indemnification and Advances.

Section 10A-1-6.32
Reports of indemnification and advances.
(a) An enterprise shall report in writing to the owners or members of the enterprise an indemnification of or advance of expenses to a governing person.
(b) Subject to subsection (c), the report must be made with or before the notice or waiver of notice of the next meeting of the owners or members of the enterprise and before the next submission to the owners or members of a consent to action without a meeting.
(c) A report required by this section must be made not later than the first anniversary of the date of the indemnification or advance.
(Act 2009-513, p. 967, §54.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division A - Registration. › Section 10A-1-7.01 - Foreign Entities Required to Register.

Section 10A-1-7.01
Foreign entities required to register.
(a)(1) For purposes of this Article 7, the terms register, registering, and registered include (i) a foreign entity other than a foreign limited liability partnership delivering to the Secretary of State for filing an application for registration and the Secretary of State filing the application for registration, and (ii) a foreign limited liability partnership delivering to the Secretary of State for filing a statement of foreign limited liability partnership and the Secretary of State filing the statement of foreign limited liability partnership.
(2) For purposes of this Article 7, the term registration includes (i) a filed application for registration and (ii) a filed statement of foreign limited liability partnership.
(b) For purposes of this Article 7, the terms transact business and transacting business shall include conducting a business, activity, not for profit activity, and any other activity, whether or not for profit.
(c) To transact business in this state, a foreign entity must register under this chapter if the foreign entity:
(1) is a foreign entity, the formation of which, if formed in this state, would require the filing under Article 3 of a certificate of formation;
(2) is a foreign limited liability partnership; or
(3) affords limited liability under the law of its jurisdiction of formation for any owner or member.
(d) A foreign entity described by subsection (b) must maintain the foreign entity's registration while transacting business in this state.
(Act 2009-513, p. 967, §56; Act 2018-125, §3; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division A - Registration. › Section 10A-1-7.02 - Foreign Entities Not Required to Register.

Section 10A-1-7.02
Foreign entities not required to register.
(a) A foreign entity not described by Section 10A-1-7.01 (c) may transact business in this state without registering under this chapter.
(b) Subsection (a) does not relieve a foreign entity from the duty to comply with applicable requirements under other law to file or register.
(c) A foreign entity is not required to register under this chapter if other law of this state or of federal law authorizes the foreign entity to transact the particular business authorized by law in this state.
(d) A foreign unincorporated nonprofit association is not required to register under this chapter.
(e) A foreign entity which is exempt from the requirements of Chapter 46 of Title 16, is not required to register under this chapter.
(Act 2009-513, p. 967, §56; Act 2014-330, p. 1221, §1; Act 2018-125, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division A - Registration. › Section 10A-1-7.03 - Permissive Registration.

Section 10A-1-7.03
Permissive registration.
A foreign entity that is eligible under other law of this state to register to transact business in this state, but that is not registered under that law, may register under this chapter unless that registering is prohibited by the other law. A registration under this chapter confers only the authority provided by this chapter.
(Act 2009-513, p. 967, §56; Act 2018-125, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division A - Registration. › Section 10A-1-7.05 - Effect of Registration.

Section 10A-1-7.05
Effect of registration.
(a) The application for registration of a foreign entity and the statement of foreign limited liability partnership takes effect in accordance with Article 4 of this chapter. The registration of a foreign entity remains in effect until the registration terminates, is withdrawn, or is revoked.
(b) Except in a proceeding to revoke the registration of a foreign entity or as otherwise provided by the law of Alabama, the Secretary of State's issuance of an acknowledgment that the foreign entity has filed an application for registration or a statement of foreign limited liability partnership, as applicable, is conclusive evidence of the authority of the foreign entity to transact business in this state under the foreign entity's name or under another name stated in the application for registration in accordance with Section 10A-1-7.04(b)(1) or stated in the statement of foreign limited liability partnership in accordance with Section 10A-1-7.04(c)(1), as applicable.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.05; amended and renumbered by Act 2009-513, p. 967, §57; Act 2018-125, §3.)