reglab/statecodes huggingface dataset:
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 5 - Merger and Consolidation. › Section 10A-3-5.03 - Approval of Merger or Consolidation.

Section 10A-3-5.03
Approval of merger or consolidation.
(a) A plan of merger or consolidation shall be adopted in the following manner:
(1) If the members of any merging or consolidating nonprofit corporation are entitled to vote thereon, the board of directors of the nonprofit corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or a summary thereof shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meeting of members. The proposed plan shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting.
(2) If any merging or consolidating nonprofit corporation has no members, or no members entitled to vote thereon, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of the corporation upon receiving the vote of a majority of the directors in office.
(b) After the approval, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.
(Acts 1984, No. 84-290, p. 502, §43; §10-3A-102; amended and renumbered by Act 2009-513, p. 967, §187.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 5 - Merger and Consolidation. › Section 10A-3-5.04 - Articles of Merger or Consolidation.

Section 10A-3-5.04
Articles of merger or consolidation.
(a) Upon the approval, articles of merger or articles of consolidation shall be executed for each nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the articles, and shall set forth:
(1) The plan of merger or the plan of consolidation;
(2) If the members of any merging or consolidating nonprofit corporation are entitled to vote thereon, then as to each nonprofit corporation (i) a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting, or (ii) a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and
(3) If any merging or consolidating nonprofit corporation has no members, or no members entitled to vote thereon, then as to each nonprofit corporation a statement of the fact, the date of the meeting of the board of directors at which the plan was adopted, and a statement of the fact that the plan received the vote of a majority of the directors in office.
(b) The articles of merger or articles of consolidation shall be delivered to the Secretary of State for filing.
(Acts 1984, No. 84-290, p. 502, §44; §10-3A-103; amended and renumbered by Act 2009-513, p. 967, §187; Act 2020-73, §10.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 5 - Merger and Consolidation. › Section 10A-3-5.06 - Merger or Consolidation of Domestic and Foreign Nonprofit Corporations.

Section 10A-3-5.06
Merger or consolidation of domestic and foreign nonprofit corporations.
(a) One or more foreign nonprofit corporations and one or more domestic nonprofit corporations may be merged or consolidated in the following manner, if the merger or consolidation is permitted by the laws of the state under which each foreign nonprofit corporation is organized:
(1) Each domestic nonprofit corporation shall comply with the provisions of this title with respect to the merger or consolidation, as the case may be, of domestic nonprofit corporations and each foreign nonprofit corporation shall comply with the applicable provisions of the laws of the state under which it is organized.
(2) If the surviving or new nonprofit corporation, as the case may be, is to be governed by the laws of any state other than Alabama, it shall comply with the provisions of this title with respect to foreign entities if it is to conduct affairs in Alabama, and in every case it shall be deemed to have consented that it may be served with process in Alabama as provided by the statutes of Alabama or the rules of the Alabama Supreme Court in any proceeding for the enforcement of any obligation of any domestic nonprofit corporation which is a party to the merger or consolidation.
(b) The effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic nonprofit corporations, if the surviving or new nonprofit corporation is to be governed by the laws of Alabama. If the surviving or new nonprofit corporation is to be governed by the laws of any state other than Alabama, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic nonprofit corporations except insofar as the laws of the other state provide otherwise.
(c) After approval by the members or, if there be no members entitled to vote thereon, by the board of directors, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.
(Acts 1984, No. 84-290, p. 502, §46; §10-3A-105; amended and renumbered by Act 2009-513, p. 967, §187.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 5 - Merger and Consolidation. › Section 10A-3-5.07 - Nonexclusive.

Section 10A-3-5.07
Nonexclusive.
The provisions of this chapter on merger and consolidation are not exclusive. Nonprofit corporations may be merged or consolidated, or converted, in any other manner provided by law, including as provided by Article 8 of Chapter 1.
(Act 2009-513, p. 967, §188.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 6 - Sale of Assets. › Section 10A-3-6.01 - Sale, Lease, Exchange, or Mortgage of Assets.

Section 10A-3-6.01
Sale, lease, exchange, or mortgage of assets.
A sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of a nonprofit corporation may be made upon the terms and conditions and for the consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized in the following manner:
(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending the sale, lease, exchange, mortgage, pledge or other disposition and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of the nonprofit corporation shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. At the meeting the members may authorize the sale, lease, exchange, mortgage, pledge, or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the nonprofit corporation therefor. The authorization shall require at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting. After the authorization by a vote of members, the board of directors, nevertheless, in its discretion, may abandon the sale, lease, exchange, mortgage, pledge, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members.
(2) If there are no members, or no members entitled to vote thereon, a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a nonprofit corporation shall be authorized upon receiving the vote of a majority of the directors in office.
(Acts 1984, No. 84-290, p. 502, §47; §10-3A-120; amended and renumbered by Act 2009-513, p. 967, §190.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.02 - Voluntary Dissolution - Distribution of Assets Generally.

Section 10A-3-7.02
Voluntary dissolution - Distribution of assets generally.
The assets of a nonprofit corporation in the process of dissolution shall be applied and distributed as follows:
(1) All liabilities and obligations of the nonprofit corporation shall be paid and discharged, or adequate provision shall be made therefor;
(2) Assets held by the nonprofit corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with the requirements;
(3) Assets received and held by the nonprofit corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving nonprofit corporation, pursuant to a plan of distribution adopted as provided in this chapter;
(4) Other assets, if any, shall be distributed in accordance with the provisions of the governing documents to the extent that the governing documents determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;
(5) Any remaining assets may be distributed to the persons, societies, organizations, or domestic or foreign corporations, whether for profit or nonprofit, as may be specified in a plan of distribution adopted as provided in this chapter.
(Acts 1984, No. 84-290, p. 502, §49; §10-3A-141; amended and renumbered by Act 2009-513, p. 967, §192.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.03 - Voluntary Dissolution - Plan of Distribution of Assets.

Section 10A-3-7.03
Voluntary dissolution - Plan of distribution of assets.
A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a nonprofit corporation in the process of dissolution and shall be adopted by a nonprofit corporation for the purpose of authorizing any transfer or conveyance of assets for which this chapter requires a plan of distribution, in the following manner:
(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan of distribution or a summary thereof shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The plan of distribution shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting.
(2) If there are no members, or no members entitled to vote thereon, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of a majority of the directors in office.
(Acts 1984, No. 84-290, p. 502, §50; §10-3A-142; amended and renumbered by Act 2009-513, p. 967, §192.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.05 - Voluntary Dissolution - Articles of Dissolution.

Section 10A-3-7.05
Voluntary dissolution - Articles of dissolution.
If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities, and obligations of the corporation shall have been paid and discharged, or adequate provision shall have been made therefor, and all of the remaining property and assets of the nonprofit corporation shall have been transferred, conveyed, or distributed in accordance with the provisions of this chapter, articles of dissolution shall be executed for the nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the articles, which statement shall set forth:
(1) The name of the nonprofit corporation.
(2) That a statement of intent to dissolve the nonprofit corporation has theretofore been filed, and the date on which the statement was filed.
(3) That all debts, obligations, and liabilities of the nonprofit corporation have been paid and discharged or that adequate provision has been made therefor.
(4) A copy of the plan of distribution, if any, as adopted by the nonprofit corporation, or a statement that no plan was so adopted.
(5) That all the remaining property and assets of the nonprofit corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter.
(6) That there are no suits pending against the nonprofit corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit.
(7) The unique identifying number or other designation as assigned by the Secretary of State.
(Acts 1984, No. 84-290, p. 502, §52; §10-3A-144; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.06 - Voluntary Dissolution - Filing of Articles of Dissolution.

Section 10A-3-7.06
Voluntary dissolution - Filing of articles of dissolution.
(a) The articles of dissolution shall be delivered to the Secretary of State for filing.
(b) Upon the filing of the articles of dissolution, the existence of the nonprofit corporation shall cease, except for the purpose of suits, other proceedings, and appropriate corporate action by members, directors, and officers as provided in this chapter or otherwise in this title.
(Acts 1984, No. 84-290, p. 502, §53; §10-3A-145; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.07 - Involuntary Dissolution - Grounds.

Section 10A-3-7.07
Involuntary dissolution - Grounds.
A nonprofit corporation may be dissolved involuntarily by an order of the circuit court of the county in which the principal office of the nonprofit corporation in this state is located, and if none is located in this state, the circuit court for the county in which the most recent registered office of the nonprofit corporation is located in an action filed by the Attorney General when it is established that:
(1) The nonprofit corporation procured its certificate of formation through fraud;
(2) The nonprofit corporation has continued to exceed or abuse the authority conferred upon it by law;
(3) The nonprofit corporation has failed for 90 days to appoint and maintain a registered agent in Alabama; or
(4) The nonprofit corporation has failed for 90 days after change of its registered agent to file in the office of the Secretary of State a statement of the change.
(Acts 1984, No. 84-290, p. 502, §54; §10-3A-146; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.08 - Involuntary Dissolution - Procedure; Notification to Attorney General.

Section 10A-3-7.08
Involuntary dissolution - Procedure; notification to Attorney General.
The Secretary of State shall certify to the Attorney General, from time to time, the names of all nonprofit corporations which have given cause for dissolution as provided in this chapter, together with the facts pertinent thereto. Whenever the Secretary of State shall certify the name of a nonprofit corporation to the Attorney General as having given any cause for dissolution, the Secretary of State shall concurrently mail to the nonprofit corporation at its registered office a notice that the certification has been made. Upon the receipt of the certification, the Attorney General shall, no sooner than 30 days nor more than 90 days after the receipt, file an action in the name of the State of Alabama against the nonprofit corporation for its dissolution. If, before an action is filed, the nonprofit corporation shall appoint or maintain a registered agent as provided in this title, or shall file with the Secretary of State the required statement of change of registered agent, the fact shall be forthwith certified by the Secretary of State to the Attorney General and he or she shall not file an action against the nonprofit corporation for the cause. If, after an action is filed, the nonprofit corporation shall appoint or maintain a registered agent as provided in this title, or shall file with the Secretary of State the required statement of change of registered agent, and shall pay the costs of the action, the action for the cause shall abate.
(Acts 1984, No. 84-290, p. 502, §55; §10-3A-147; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.09 - Involuntary Dissolution - Venue and Service of Process.

Section 10A-3-7.09
Involuntary dissolution - Venue and service of process.
Every action for the involuntary dissolution of a nonprofit corporation shall be commenced by the Attorney General in the circuit court for the county in which the nonprofit corporation's principal office is located in this state, and if none in this state, in the circuit court for the county in which the nonprofit corporation's most recent registered office is located. Summons shall issue and be served as in other civil actions. If process is returned not found, the Attorney General shall cause publication to be made as in other civil cases in some newspaper published in the county in which the nonprofit corporation's principal office is located in this state, and if none in this state, in the county in which the nonprofit corporation's most recent registered office is located, containing a notice of the pendency of the action, the title of the court, the title of the action, and the date on or after which default may be entered. The Attorney General may include in one notice the names of any number of nonprofit corporations against which actions are then pending in the same court. The Attorney General shall cause a copy of the notice to be mailed to the nonprofit corporation at its registered office within 10 days after the first publication thereof. The certificate of the Attorney General of the mailing of the notice shall be prima facie evidence thereof. The notice shall be published once each week for two successive weeks, and the first publication thereof may begin at any time after the summons has been returned. Unless a nonprofit corporation shall have been served with summons, no default shall be taken against it earlier than 30 days after the last publication of the notice.
(Acts 1984, No. 84-290, p. 502, §56; §10-3A-148; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.10 - Liquidation - Jurisdiction of Court to Liquidate Assets and Affairs of Corporation.

Section 10A-3-7.10
Liquidation - Jurisdiction of court to liquidate assets and affairs of corporation.
(a) The circuit court of the county in which the nonprofit corporation's principal office is located in this state, and if none in this state, the circuit court for the county in which the nonprofit corporation's most recent registered office is located shall have full power to liquidate the assets and affairs of a nonprofit corporation:
(1) In an action by a member or director when it is established:
a. That the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the nonprofit corporation is being suffered or is threatened by reason thereof, and either that the members are unable to break the deadlock or there are no members having voting rights;
b. That the acts of the directors or those in control of the nonprofit corporation are illegal, oppressive, or fraudulent;
c. That the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least two years to elect successors to directors whose terms have expired or would have expired upon the election of their successors;
d. That the corporate assets are being misapplied or wasted; or
e. That the nonprofit corporation is unable to carry out its purposes.
(2) In an action by a creditor:
a. When the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that the nonprofit corporation is insolvent; or
b. When the nonprofit corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the nonprofit corporation is insolvent.
(3) Upon application by a nonprofit corporation to have its dissolution continued under the supervision of the court.
(4) When an action has been filed by the Attorney General to dissolve a nonprofit corporation and it is established that liquidation of its affairs should precede the entry of an order of dissolution.
(b) Proceedings under this section shall be brought in the circuit court for the county in which the nonprofit corporation's principal office is located in this state, and if none in this state, in the circuit court for the county in which the nonprofit corporation's most recent registered office is located.
(c) It shall not be necessary to make directors or members parties to any action or proceedings unless relief is sought against them personally.
(Acts 1984, No. 84-290, p. 502, §57; §10-3A-149; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.12 - Liquidation - Qualification of Receivers.

Section 10A-3-7.12
Liquidation - Qualification of receivers.
A receiver shall be a natural person, a partnership, a professional association, a professional corporation, or a business corporation authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in Alabama, and shall in all cases give bond as the court may direct with the sureties the court may require.
(Acts 1984, No. 84-290, p. 502, §59; §10-3A-151; amended and renumbered by Act 2009-513, p. 967, §192.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.13 - Liquidation - Filing of Claims in Liquidation Proceedings.

Section 10A-3-7.13
Liquidation - Filing of claims in liquidation proceedings.
In proceedings to liquidate the assets and affairs of a nonprofit corporation, the court may require all creditors of the nonprofit corporation to file with the clerk of the court or with the receiver, in the form as the court may prescribe, proofs under oath of their respective claims. If the court requires the filing of claims, it shall fix a date, which shall be not less than four months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed. Prior to the date so fixed, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claim on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the nonprofit corporation.
(Acts 1984, No. 84-290, p. 502, §60; §10-3A-152; amended and renumbered by Act 2009-513, p. 967, §192.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.14 - Liquidation - Discontinuance of Liquidation Proceedings.

Section 10A-3-7.14
Liquidation - Discontinuance of liquidation proceedings.
The liquidation of the assets and affairs of a nonprofit corporation may be discontinued at anytime during the liquidation proceedings when it is established that cause for liquidation no longer exists. In that event, the court shall dismiss the proceedings and direct the receiver to redeliver to the nonprofit corporation all its remaining property and assets.
(Acts 1984, No. 84-290, p. 502, §61; §10-3A-153; amended and renumbered by Act 2009-513, p. 967, §192.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.15 - Liquidation - Entry of Order of Involuntary Dissolution.

Section 10A-3-7.15
Liquidation - Entry of order of involuntary dissolution.
In proceedings to liquidate the assets and affairs of a nonprofit corporation, when the costs and expenses of the proceedings and all debts, obligations, and liabilities of the nonprofit corporation shall have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of this chapter, or in case its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, and obligations, and all the property and assets have been applied so far as they will go to their payment, the court shall enter an order dissolving the nonprofit corporation, whereupon the existence of the nonprofit corporation shall cease.
(Acts 1984, No. 84-290, p. 502, §62; §10-3A-154; amended and renumbered by Act 2009-513, p. 967, §192.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.16 - Filing of Order of Dissolution.

Section 10A-3-7.16
Filing of order of dissolution.
In case the court shall enter an order dissolving a nonprofit corporation, it shall be the duty of the court to cause a certified copy of the order to be delivered to the Secretary of State for filing. No fee shall be charged by the Secretary of State for the filing thereof.
(Acts 1984, No. 84-290, p. 502, §63; §10-3A-155; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.17 - Deposits With State Treasurer.

Section 10A-3-7.17
Deposits with State Treasurer.
Upon the voluntary or involuntary dissolution of a nonprofit corporation, the portion of the assets distributable to any person who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive the distributive portion, shall be reduced to cash and deposited with the State Treasurer and shall be paid over to the person or to his or her legal representative upon satisfactory proof to the State Treasurer of his or her right thereto. The cash shall be held for the owner by the State Treasurer for three years and any cash which remains unclaimed by the owner after three years shall be presumed abandoned and subject to the Uniform Disposition of Unclaimed Property Act.
(Acts 1984, No. 84-290, p. 502, §64; §10-3A-156; amended and renumbered by Act 2009-513, p. 967, §192.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 7 - Dissolution. › Section 10A-3-7.18 - Survival of Remedy After Dissolution.

Section 10A-3-7.18
Survival of remedy after dissolution.
The dissolution of a nonprofit corporation either (1) by the filing of the articles of dissolution by the Secretary of State, or (2) by an order of court when the court has not liquidated the assets and affairs of the corporation as provided in this chapter, or (3) by operation of law, or (4) by expiration of its period of duration, shall not take away or impair any remedy available to or against the nonprofit corporation, its directors, officers, or members, for any right or claim existing, or any liability incurred, prior to the dissolution if action or other proceeding thereon is commenced within two years after the date of the dissolution. Any action or proceeding by or against the nonprofit corporation may be prosecuted or defended by the nonprofit corporation in its corporate name. The members, directors, and officers shall have power to take the corporate or other action as shall be appropriate to protect the remedy, right, or claim. If the nonprofit corporation was dissolved by the expiration of its period of duration, the nonprofit corporation may amend its certificate of formation at any time during the period of two years so as to extend its period of duration.
(Acts 1984, No. 84-290, p. 502, §65; §10-3A-157; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 8 - Miscellaneous Provisions. › Section 10A-3-8.01 - Unauthorized Assumption of Corporate Powers.

Section 10A-3-8.01
Unauthorized assumption of corporate powers.
All persons who assume to act as a corporation without authority to do so shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.
(Acts 1984, No. 84-290, p. 502, §89; §10-3A-223; amended and renumbered by Act 2009-513, p. 967, §197.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 8 - Miscellaneous Provisions. › Section 10A-3-8.02 - Effect of Repeal of Prior Acts.

Section 10A-3-8.02
Effect of repeal of prior acts.
The repeal of a prior act by this title shall not impair, or otherwise affect, the organization or the continued existence of an existing nonprofit corporation, nor the right of any foreign nonprofit corporation presently qualified to conduct affairs in Alabama to continue to do so without again qualifying to conduct affairs in Alabama. Nor shall the repeal of a prior act by this title affect any right accrued or established, or any liability or penalty incurred, or the construction of the certificate of incorporation or charter of any nonprofit corporation organized before the enactment of this title, or the determination of the rights and interests of any of its members or creditors, under the provisions of the prior act before the repeal thereof.
(Acts 1984, No. 84-290, p. 502, §91; §10-3A-225; amended and renumbered by Act 2009-513, p. 967, §199.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 1 - General Provisions. › Section 10A-4-1.01 - Short Title.

Section 10A-4-1.01
Short title.
This chapter and the provisions of Chapter 1, to the extent applicable to professional corporations, may be cited as the Alabama Professional Corporation Law.
(Acts 1983, No. 83-514, p. 763, §1; §10-4-380; amended and renumbered by Act 2009-513, p. 967, §201.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 1 - General Provisions. › Section 10A-4-1.02 - Applicability of Business Corporation Law and Nonprofit Corporation Law.

Section 10A-4-1.02
Applicability of Business Corporation Law and Nonprofit Corporation Law.
The provisions of the Alabama Business Corporation Law shall apply to professional corporations, domestic and foreign, except to the extent the provisions are inconsistent with the provisions of this chapter; provided, however, that in the case of nonprofit professional corporations, domestic or foreign, the provisions of the Alabama Nonprofit Corporation Law shall apply except to the extent the provisions are inconsistent with the provisions of this chapter.
(Acts 1983, No. 83-514, p. 763, §2; §10-4-381; amended and renumbered by Act 2009-513, p. 967, §201.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 1 - General Provisions. › Section 10A-4-1.03 - Definitions.

Section 10A-4-1.03
Definitions.
As used in this chapter, unless the context otherwise requires, the term:
(1) DISQUALIFIED PERSON. Any person who is not a qualified person.
(2) DOMESTIC PROFESSIONAL CORPORATION. A corporation for profit or nonprofit organized pursuant to the provisions of this chapter.
(3) FOREIGN PROFESSIONAL CORPORATION. A corporation or unincorporated association, for profit or nonprofit, organized for the purpose of rendering professional services under a law other than the law of Alabama.
(4) LICENSING AUTHORITY. As defined in Section 10A-1-1.03(49).
(5) PROFESSIONAL SERVICE. As defined in Section 10A-1-1.03(80).
(6) QUALIFIED PERSON. With respect to any domestic professional corporation:
a. An individual who is authorized by law of Alabama or of any qualified state to render a professional service permitted by the certificate of formation of the professional corporation;
b. A general partnership in which all the partners are qualified persons with respect to the professional corporation; and
c. A professional corporation, domestic or foreign, in which all the shareholders are qualified persons with respect to the professional corporation.
d. A limited liability company in which all the members are qualified persons with respect to the professional corporation.
"Qualified person" does not include any person during any period in which the person's authorization to render professional services has been completely terminated or suspended.
(7) QUALIFIED STATE. Any state, other than Alabama, or territory of the United States or the District of Columbia which allows individuals authorized to render professional services in Alabama and not in the other state, or partnerships of the individuals, or domestic professional corporations or professional associations owned by the individuals to own shares of professional corporations or to be members of professional associations organized under its laws.
(Acts 1983, No. 83-514, p. 763, §3; §10-4-382; amended and renumbered by Act 2009-513, p. 967, §201.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 2 - Purposes, Powers, and Organization. › Section 10A-4-2.01 - Purposes for Which Professional Corporations May Be Organized.

Section 10A-4-2.01
Purposes for which professional corporations may be organized.
Domestic professional corporations may be organized under this chapter only for the purpose of rendering professional services and services ancillary thereto within a single profession, except that the same professional corporation or nonprofit professional corporation may render medical, dental, and other health related services; provided that in the case of a professional corporation, at least one shareholder of the professional corporation is duly licensed to provide each professional service for which the professional corporation is organized, or, in the case of a nonprofit professional corporation, all of the professional services rendered by the corporation are rendered by persons duly licensed to render the professional service.
(Acts 1983, No. 83-514, p. 763, §4; Acts 1988, 1st Ex. Sess., No. 88-905, p. 474, §1; §10-4-383; amended and renumbered by Act 2009-513, p. 967, §203.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 2 - Purposes, Powers, and Organization. › Section 10A-4-2.02 - Required Statement of Purpose in Certificate of Formation.

Section 10A-4-2.02
Required statement of purpose in certificate of formation.
(a) Any corporation whose certificate of formation includes as a stated purpose the performance of professional services may be incorporated under this chapter by stating in its certificate of formation that it is incorporated under this chapter.
(b) A professional business corporation, other than a nonprofit professional corporation, which is subject to this chapter shall cease being governed by this chapter and shall be governed by the Alabama Business Corporation Law, if it is a domestic corporation, if it amends its certificate of formation to delete the statement that it is organized under this chapter, and conforms its articles to the Alabama Business Corporation Law and, if it is a foreign corporation, complies with the provisions of this title applicable to foreign entities. A domestic nonprofit professional corporation which is subject to this chapter shall cease being governed by this chapter and shall be governed by the Alabama Nonprofit Corporation Law, if it is a domestic corporation, if it amends its certificate of formation to delete the statement that it is organized under this chapter, and conforms its certificate to the Alabama Nonprofit Corporation Law and, if it is a foreign corporation, complies with the provisions of this title applicable to foreign entities.
(c) Any corporation which is not subject to this chapter may become subject to this chapter, if it is a domestic corporation, by conforming its articles to this chapter.
(d) Any foreign professional corporation which renders professional services in Alabama shall be subject to this chapter.
(Acts 1983, No. 83-514, p. 763, §5; §10-4-384; amended and renumbered by Act 2009-513, p. 967, §203; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 2 - Purposes, Powers, and Organization. › Section 10A-4-2.03 - Powers of Professional Corporation Generally; Profession Limited by Certificate of Formation.

Section 10A-4-2.03
Powers of professional corporation generally; profession limited by certificate of formation.
(a) Subject to Section 10A-4-5.07, a domestic professional corporation, including a professional corporation that is a nonprofit corporation, shall have all the powers necessary or convenient to effectuate its purposes, including those enumerated in Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13.
(b) A domestic professional corporation shall not engage in any profession other than the profession permitted by its certificate of formation, except that a domestic professional corporation may invest its funds in real estate, mortgages, stocks, bonds, or any other type investment.
(Acts 1983, No. 83-514, p. 763, §6; §10-4-385; amended and renumbered by Act 2009-513, p. 967, §203.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 2 - Purposes, Powers, and Organization. › Section 10A-4-2.04 - Rendition of Professional Services.

Section 10A-4-2.04
Rendition of professional services.
A professional corporation, domestic or foreign, may render professional services in Alabama only through individuals permitted to render the services in Alabama; but nothing in this chapter shall be construed to require that any individual who is employed by a professional corporation be licensed to perform services for which no license is otherwise required or to prohibit the rendering of professional services by a licensed individual acting in his or her individual capacity, notwithstanding the individual may be a shareholder, member, director, officer, employee, or agent of a professional corporation, domestic or foreign.
(Acts 1983, No. 83-514, p. 763, §7; §10-4-386; amended and renumbered by Act 2009-513, p. 967, §203.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 3 - Shareholders; Directors and Officers; Professional Liability. › Section 10A-4-3.01 - Issuance and Transfer of Shares.

Section 10A-4-3.01
Issuance and transfer of shares.
(a) A domestic professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to qualified persons.
(b) Where deemed necessary by the licensing authority for any profession in order to prevent violations of the ethical standards of the profession, the licensing authority may, within its rule-making power, by rule further restrict, condition, or abridge the authority of domestic professional corporations to issue shares, but no rule shall, of itself, have the effect of causing a shareholder of a professional corporation at the time the rule becomes effective to become a disqualified person unless and to the extent specified by the licensing authority.
(c) A shareholder of a domestic professional corporation may transfer or pledge shares, fractional shares, and rights or options to purchase shares of the professional corporation only to qualified persons.
(d) Any issuance or transfer of shares in violation of this section shall be void, however, nothing contained herein shall prohibit the transfer of shares of a domestic professional corporation by operation of law or court decree.
(e) Nothing in this section shall require domestic nonprofit professional corporations to issue shares. The corporations may have members and all members must be qualified persons. A licensing authority may, within its rule-making power, by rule further restrict, condition, or abridge membership in domestic nonprofit corporations, but no rule shall, of itself, have the effect of causing a member of a domestic nonprofit professional corporation at the time the rule becomes effective to become a disqualified person unless and to the extent specified by the licensing authority.
(Acts 1983, No. 83-514, p. 763, §9; §10-4-388; amended and renumbered by Act 2009-513, p. 967, §205.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 3 - Shareholders; Directors and Officers; Professional Liability. › Section 10A-4-3.03 - Liability Generally.

Section 10A-4-3.03
Liability generally.
(a) Every individual who renders professional services as an employee of a domestic or professional corporation shall be liable for any negligent or wrongful act or omission in which he or she personally participates to the same extent as if he or she rendered the services as a sole practitioner.
(b) The personal liability of a shareholder, employee, director, or officer of a domestic professional corporation, other than a nonprofit corporation, shall be no greater in any respect than that of a shareholder, employee, director, or officer of a corporation organized under the Alabama Business Corporation Law.
(c) The personal liability of a member, employee, director, or officer of a domestic nonprofit professional corporation shall be no greater in any respect than that of a member, employee, director, or officer of a corporation organized under the Alabama Nonprofit Corporation Law.
(d) The personal liability of a shareholder, member, employee, director, or officer of a foreign professional corporation shall be determined under the law of the jurisdiction in which it is organized.
(Acts 1983, No. 83-514, p. 763, §11; §10-4-390; amended and renumbered by Act 2009-513, p. 967, §205.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 3 - Shareholders; Directors and Officers; Professional Liability. › Section 10A-4-3.04 - Professional Relationships; Privileged Communications.

Section 10A-4-3.04
Professional relationships; privileged communications.
(a) The relationship between an individual performing professional services as an employee of a professional corporation, domestic or foreign, and a client or patient shall be the same as if the individual performed the services as a sole practitioner.
(b) The relationship between a professional corporation, domestic or foreign, performing professional services and the client or patient shall be the same as between the client or patient and the individual performing the services.
(c) Any privilege applicable to communications between a person rendering professional services and the person receiving the services recognized under the laws of Alabama, whether statutory or deriving from common law, shall remain inviolate and shall extend to a professional corporation, domestic or foreign, and its employees in all cases in which it would be applicable to communications between an individual rendering the professional services and a person receiving the services.
(Acts 1983, No. 83-514, p. 763, §12.; §10-4-391; amended and renumbered by Act 2009-513, p. 967, §205.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 3 - Shareholders; Directors and Officers; Professional Liability. › Section 10A-4-3.05 - Voting Trusts.

Section 10A-4-3.05
Voting trusts.
A voting trust with respect to shares of a domestic professional corporation shall not be valid unless all the trustees and beneficiaries thereof are qualified persons, except that a voting trust may be validly continued for a period of 12 months after the death of a deceased beneficiary or after a beneficiary has become a disqualified person.
(Acts 1983, No. 83-514, p. 763, §13; §10-4-392; amended and renumbered by Act 2009-513, p. 967, §205.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 3 - Shareholders; Directors and Officers; Professional Liability. › Section 10A-4-3.06 - Directors and Officers.

Section 10A-4-3.06
Directors and officers.
At least one director of a domestic professional corporation and the president of a domestic professional corporation shall be qualified persons with respect to the corporation; provided, however, that the foregoing restriction shall not apply for a period of 12 months after the death of the sole shareholder of a domestic professional corporation.
(Acts 1983, No. 83-514, p. 763, §14; §10-4-393; amended and renumbered by Act 2009-513, p. 967, §205.)