reglab/statecodes huggingface dataset:
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 4 - Special Provisions as to Amendments; Merger and Consolidation. › Section 10A-4-4.01 - Amendments to Certificate of Formation by Administrators and the Like.

Section 10A-4-4.01
Amendments to certificate of formation by administrators and the like.
Administrators, executors, guardians, conservators, or receivers of the estates of shareholders of a domestic professional corporation who hold all of the outstanding shares of the corporation may amend the certificate of formation by signing a written consent to the amendment and delivering the amendment for filing to the Secretary of State. The certificate of amendment shall set forth, in addition to the information required to be included in the certificate of amendment by the Alabama Business Corporation Law, a statement that the administrators, executors, guardians, conservators, or receivers own all the outstanding shares.
(Acts 1983, No. 83-514, p. 763, §15; §10-4-394; amended and renumbered by Act 2009-513, p. 967, §207; Act 2019-94, §2; Act 2020-73, §10.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 4 - Special Provisions as to Amendments; Merger and Consolidation. › Section 10A-4-4.02 - Merger and Conversion.

Section 10A-4-4.02
Merger and conversion.
(a) A domestic professional corporation may convert to or merge with another corporation, professional corporation, or another type of entity, domestic or foreign, under the Alabama Business Corporation Law, or may merge with or convert to another type of entity as permitted by Article 8 of Chapter 1. Upon the merger, consolidation, or conversion, if the surviving or new corporation or converted entity, as the case may be, is to render professional services in Alabama, it shall comply with the provisions of this chapter.
(b) An unincorporated professional association organized under Article 1 of Chapter 30 may merge or consolidate with a professional corporation organized under this chapter. In the merger, the procedure specified in the Alabama Business Corporation Law shall apply, provided that:
(1) The surviving corporation shall be a domestic professional corporation,
(2) The following terms, when used in the Alabama Business Corporation Law to refer to an unincorporated professional association, shall have the following meanings:
a. "Board of directors" shall mean "board of governors,"
b. "Corporation" shall mean "unincorporated association,"
c. "Shares or securities" in the case of an unincorporated professional association which is a nonstock organization, shall mean the undivided interests of the members in the assets of the association,
d. "Shareholder" in the case of an unincorporated association which is a nonstock organization, shall mean "member."
(3) The plan of merger or plan of conversion shall be approved by a vote of two thirds of the members of the professional association.
(Acts 1983, No. 83-514, p. 763, §16; §10-4-395; amended and renumbered by Act 2009-513, p. 967, §207; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations. › Section 10A-4-5.01 - Involuntary Dissolution on Petition of Attorney General.

Section 10A-4-5.01
Involuntary dissolution on petition of Attorney General.
The Attorney General may institute proceedings to involuntarily dissolve a domestic professional corporation or a domestic nonprofit professional corporation. A licensing authority may request that the Attorney General institute such proceedings.
(Acts 1983, No. 83-514, p. 763, §17; §10-4-396; amended and renumbered by Act 2009-513, p. 967, §209; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations. › Section 10A-4-5.02 - Admission of Foreign Professional Corporations.

Section 10A-4-5.02
Admission of foreign professional corporations.
(a) A foreign professional corporation shall be entitled to register under Article 7 of Chapter 1 for authority to render professional services in Alabama only if:
(1) A professional corporation incorporated under this chapter would be allowed to register or procure a certificate of authority or equivalent authorization to render professional services in the state under whose laws the foreign professional corporation is organized;
(2) The foreign professional corporation meets the requirements of Section 10A-4-2.01;
(3) The foreign professional corporation designates the Alabama licensed individual or individuals through whom it will render professional services in Alabama and the individual or individuals are not, at time of the designation, so designated by any other foreign professional corporation;
(4) The name of the foreign professional corporation meets the requirements of Section 10A-1-5.08, provided that the foreign professional corporation can meet the requirements of Section 10A-1-5.08 by adding at the end of its name, for use in Alabama, the words "professional corporation" or the abbreviation "P.C."; and
(5) All the shareholders, or all the members, in the case of a nonprofit corporation which has members, at least one director and the president of the foreign professional corporation are licensed in at least one state or territory of the United States or the District of Columbia to render the professional services which the foreign professional corporation would render in Alabama.
(6) The foreign professional corporation includes in its application a statement acknowledging that it will be subject to the jurisdiction of the Alabama regulatory and licensing authorities with respect to any professional services rendered to clients or patients in Alabama.
(b) No foreign professional corporation shall maintain an office in Alabama for the conduct of business or professional practice until it has obtained a certificate of authority to render professional services in Alabama.
(Acts 1983, No. 83-514, p. 763, §18; §10-4-397; amended and renumbered by Act 2009-513, p. 967, §209.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations. › Section 10A-4-5.03 - Revocation of Certificate of Authority.

Section 10A-4-5.03
Revocation of certificate of authority.
The certificate of authority of a foreign professional corporation may be revoked by the Secretary of State if the corporation fails to comply with any provision of this chapter applicable to it. Each licensing authority in Alabama shall certify to the Secretary of State, from time to time, the names of all foreign professional corporations which have given cause for revocation as provided in this chapter, together with the facts pertinent thereto. Whenever a licensing authority shall certify the name of a foreign professional corporation to the Secretary of State as having given cause for revocation, the licensing authority shall concurrently mail to the corporation at its registered office in Alabama notice that the certification has been made. No certificate of authority of a foreign professional corporation shall be revoked by the Secretary of State unless he or she shall have given the corporation not less than 60 days' notice thereof and the corporation shall fail prior to revocation to correct the noncompliance.
(Acts 1983, No. 83-514, p. 763, §19; §10-4-398; amended and renumbered by Act 2009-513, p. 967, §209.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations. › Section 10A-4-5.04 - Annual Report of Domestic and Foreign Professional Corporations.

Section 10A-4-5.04
Annual report of domestic and foreign professional corporations.
(a) Every professional corporation, domestic or foreign, is required to file an annual report under the Alabama Business Corporation Law, and shall include in the annual report, in addition to the items required by the Alabama Business Corporation Law:
(1) A statement that all the shareholders, at least one director, and the president of the corporation are qualified persons with respect to the corporation, and
(2) In the case of a foreign professional corporation, the name or names of the Alabama licensed professional or professionals through whom the foreign professional corporation will render professional services in Alabama.
(b) Financial information contained in the annual report of a professional corporation, other than the amount of stated capital of the corporation, shall not be open to public inspection nor shall the licensing authority disclose any facts or information obtained therefrom except insofar as its official duty may require the same to be made public or in the event the information is required for evidence in any criminal proceedings or in any other action by the State of Alabama.
(Acts 1983, No. 83-514, p. 763, §20; §10-4-399; amended and renumbered by Act 2009-513, p. 967, §209; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations. › Section 10A-4-5.05 - Interrogatories by Licensing Authority; Generally

Section 10A-4-5.05
Interrogatories by licensing authority; generally
(a) Each licensing authority of Alabama may propound to any professional corporation, domestic or foreign, organized to practice a profession within the jurisdiction of the licensing authority, and to any officer or director thereof, the interrogatories as may be reasonably necessary and proper to enable the licensing authority to ascertain whether the corporation has complied with all the provisions of this chapter applicable to the professional corporation. The interrogatories shall be answered within 30 days after the mailing thereof, or within the additional time as shall be fixed by the licensing authority, and the answers thereto shall be full and complete and shall be made in writing and under oath. If the interrogatories be directed to an individual they shall be answered by him or her, and if directed to a corporation they shall be answered by the president, vice president, secretary, or assistant secretary thereof. The licensing authority shall certify to the Attorney General, for such action as the Attorney General may deem appropriate, all interrogatories and answers thereto which disclosed a violation of any of the provisions of this chapter.
(b) Interrogatories propounded by a licensing authority and the answers thereto shall not be open to public inspection nor shall the licensing authority disclose any facts or information obtained therefrom except insofar as its official duty may require the same to be made public or in the event the interrogatories or the answers thereto are required for evidence in any criminal proceedings or in any other action by the State of Alabama.
(Acts 1983, No. 83-514, p. 763, §21; §10-4-400; amended and renumbered by Act 2009-513, p. 967, §209.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations. › Section 10A-4-5.06 - Penalty for False Statement, etc.; Procedure Upon Failure to Answer Interrogatories.

Section 10A-4-5.06
Penalty for false statement, etc.; procedure upon failure to answer interrogatories.
(a) Each officer and director of a professional corporation, domestic or foreign, who signs any articles, statement, report, application, answer to an interrogatory, or other document filed pursuant to this article with the licensing authority having jurisdiction which is known to the officer or director to be false in any material respect, shall be deemed to be guilty of a Class C misdemeanor.
(b) If any professional corporation, domestic or foreign, or individual shall fail to answer interrogatories directed to the professional corporation or to the individual under Section 10A-4-5.05, the licensing authority which propounded the interrogatories may seek an order from the circuit court compelling an answer.
(Acts 1983, No. 83-514, p. 763, §22; §10-4-401; amended and renumbered by Act 2009-513, p. 967, §209.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations. › Section 10A-4-5.07 - Chapter Does Not Restrict Regulation by Licensing Authority.

Section 10A-4-5.07
Chapter does not restrict regulation by licensing authority.
(a) Nothing in this chapter shall restrict or limit in any manner the authority or duty of a licensing authority with respect to individuals rendering a professional service within the jurisdiction of the licensing authority. Nothing in this chapter shall restrict or limit any law, rule, or regulation pertaining to standards of professional conduct.
(b) Nothing in this chapter shall limit the authority of a licensing authority to impose requirements in addition to those stated in this article on any professional corporation, domestic or foreign, within the jurisdiction of the licensing authority.
(Acts 1983, No. 83-514, p. 763, §23; §10-4-402; amended and renumbered by Act 2009-513, p. 967, §209.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 4 - Professional Corporations. › Article 5 - Regulation of Professional Corporations; Foreign Professional Corporations; Application to Existing Corporations. › Section 10A-4-5.08 - Application to Existing Corporations.

Section 10A-4-5.08
Application to existing corporations.
(a) The provisions of this chapter shall apply to all existing corporations organized under the statute formerly codified as Article 11 of Chapter 4, Title 10 and repealed by Acts 1983, No. 83-514, effective January 1, 1984; provided, that any professional corporation, or nonprofit corporation, in existence on December 31, 1983, in which duly licensed medical and dental professionals are shareholders, or in the case of a nonprofit professional corporation, render medical and dental services, shall be deemed to be in compliance with Sections 10A-4-2.01 and 10A-4-2.03, as amended, and other applicable provisions of this chapter. The repeal of a prior act by this chapter shall not impair, or otherwise affect, the organization or continued existence of an existing domestic professional corporation nor the right of any foreign professional corporation presently qualified to render professional services in Alabama to continue to do so without again qualifying to render professional services in Alabama.
(b) Any unincorporated professional association organized under Section 10A-30-1.01 may become subject to the provisions of this chapter by amending its certificate of association as a certificate of formation in compliance with this chapter, and delivering its certificate of formation to the Secretary of State for filing.
(c) Any domestic nonprofit corporation rendering professional services may become subject to the provisions of this chapter by amending its certificate of formation in compliance with this chapter and delivering the amendment to its certificate of formation to the Secretary of State for filing.
(d) The provisions of this chapter shall not apply to any unincorporated professional association now in existence under Section 10A-30-1.01, or to any domestic nonprofit corporation rendering professional services unless the association or nonprofit corporation voluntarily becomes subject to this chapter as herein provided, and nothing contained in this chapter shall alter or affect any existing or future right or privilege permitting or not prohibiting performance of professional services through the use of any other form of business organization.
(Acts 1983, No. 83-514, p. 763, §24; Acts 1984, No. 84-259, p. 431, §1; Acts 1988, 1st Ex. Sess., No. 88-905, p. 474, §1; §10-4-403; amended and renumbered by Act 2009-513, p. 967, §209; Act 2020-73, §10.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 1 - General Provisions. › Section 10A-5-1.01 - Short Title. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-1.01
Short title. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
This chapter and the provisions of Chapter 1, to the extent applicable to limited liability companies, shall be known and may be cited as the "Alabama Limited Liability Company Law."
(Acts 1993, No. 93-724, p. 1425, §1; §10-12-1; amended and renumbered by Act 2009-513, p. 967, §211.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 1 - General Provisions. › Section 10A-5-1.03 - Powers. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-1.03
Powers. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
Unless its certificate of formation provides otherwise, every limited liability company has perpetual duration and succession in its name and has , without limitation, all powers enumerated in Chapter 1, including Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13.
(Acts 1993, No. 93-724, p. 1425, §4; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-4; amended and renumbered by Act 2009-513, p. 967, §213.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 1 - General Provisions. › Section 10A-5-1.04 - Indemnification. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-1.04
Indemnification. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
Unless its certificate of formation provides otherwise, every limited liability company has the power to indemnify a member, manager, or employee or former member, manager, or employee of the limited liability company against expenses actually and reasonably incurred in connection with the defense of an action, suit, or proceeding, civil or criminal, in which the member, manager, or employee is made a party by reason of being or having been a member, manager, or employee of the limited liability company, except in relation to matters as to which the member, manager, or employee is determined in the action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty; to make any other indemnification that is authorized by the governing documents of the limited liability company or by a resolution adopted by the members after notice, unless notice is waived; and to purchase and maintain insurance on behalf of any person who is or was a member, manager, or employee of the limited liability company against any liability asserted against and incurred by the member, manager, or employee in any capacity or arising out of the member's, manager's, or employee's status as such, whether or not the limited liability company would have the power to indemnify the member, manager, or employee against that liability under the provisions of this section.
(Act 2009-513, p. 967, §214.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 1 - General Provisions. › Section 10A-5-1.05 - Unauthorized Assumption of Powers. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-1.05
Unauthorized assumption of powers. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
All persons who assume to act as a limited liability company without authority to do so shall be jointly and severally liable for all debts and liabilities created by their so acting.
(Acts 1993, No. 93-724, p. 1425, §7; §10-12-7; amended and renumbered by Act 2009-513, p. 967, §216.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 1 - General Provisions. › Section 10A-5-1.06 - Application of Partnership Provisions to Limited Liability Companies; Classification for Federal Income Tax Purposes. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-1.06
Application of partnership provisions to limited liability companies; classification for federal income tax purposes. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) The terms "partnership" and "limited partnership," when used in any chapter or title other than the Alabama Limited Liability Company Law, the Alabama General Partnership Law, and the Alabama Limited Partnership Law, and any successors of those laws, include a limited liability company organized under this chapter, unless the context requires otherwise.
(b) Notwithstanding subsection (a), for purposes of taxation, other than Chapter 14A of Title 40, a domestic or foreign limited liability company shall be treated as a partnership unless it is classified otherwise for federal income tax purposes, in which case it shall be classified in the same manner as it is for federal income tax purposes.
(c) A foreign or domestic limited liability company governed by this chapter is subject to any amendment to or repeal of this chapter.
(Acts 1993, No. 93-724, p. 1425, §8; Act 97-920, 1st Ex. Sess., p. 312, §1; Act 2000-705, p. 1442, §4; §10-12-8; amended and renumbered by Act 2009-513, p. 967, §216.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 2 - Formation. › Section 10A-5-2.01 - Formation. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-2.01
Formation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
One or more persons may form a limited liability company by filing a certificate of formation for the limited liability company with the judge of probate of the county in which the initial registered office of the limited liability company is located pursuant to Article 3 of Chapter 1.
(Acts 1993, No. 93-724, p. 1425, §9; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-9; amended and renumbered by Act 2009-513, p. 967, §218.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 2 - Formation. › Section 10A-5-2.02 - Supplemental Provisions Required in the Certificate of Formation. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-2.02
Supplemental Provisions required in the certificate of formation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
In addition to the information required for a certificate of formation by Section 10A-1-3.05, the certificate of formation of a limited liability company shall set forth:
(1) The right, if given, of the member or members to admit additional members, and the terms and conditions of the admission.
(2) The circumstances, if any, under which the cessation of membership of one or more members will result in dissolution of the limited liability company.
(3) If the limited liability company is to be managed by one or more managers, the certificate of formation shall so state and shall set out the names and the mailing addresses of the manager or managers who are to serve as managers until their successors are elected and begin serving.
(Acts 1993, No. 93-724, p. 1425, §10; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-10; amended and renumbered by Act 2009-513, p. 967, §218.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 2 - Formation. › Section 10A-5-2.03 - Amendment of Certificate of Formation. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-2.03
Amendment of certificate of formation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) The certificate of formation may be amended by delivering the amendment to the judge of probate in whose office the certificate of formation is filed. The amendment shall set forth:
(1) The name of the limited liability company.
(2) The date of filing of the certificate of formation.
(3) The amendment(s).
(b) Within 30 days after the happening of any of the following events, an amendment to the certificate of formation shall be filed to reflect the occurrence of such event or events:
(1) There is a change in the name of the limited liability company.
(2) There is a false or erroneous statement in the certificate of formation.
(3) There is a change in the period of duration of the limited liability company stated in the certificate of formation.
(4) The members desire to make a change in any other statement in the certificate of formation to accurately represent the agreement between them.
(c) The form for evidencing an amendment to the certificate of formation of a limited liability company shall contain terms and provisions consistent with this chapter. The amendment shall be approved, unless the certificate of formation requires a greater vote, by a majority vote of the members entitled to vote.
(Acts 1993, No. 93-724, p. 1425, §11; §10-12-11; amended and renumbered by Act 2009-513, p. 967, §218.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 2 - Formation. › Section 10A-5-2.04 - Execution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-2.04
Execution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) Unless otherwise specified in this chapter, each filing instrument required by this chapter to be filed in the office of the judge of probate shall be executed in the following manner:
(1) The certificate of formation shall be signed by one or more members named therein or an organizer.
(2) An amendment shall be signed by at least one member.
(3) If an amendment requires the adding of a new member, the amendment shall be signed by a person who was a member before the amendment was filed and by the new member.
(4) Articles of dissolution shall be signed by at least one member, as authorized pursuant to the operating agreement.
(b) Any person may sign a document required by this chapter by an attorney-in-fact, but a power of attorney relating to the admission of a member shall specify that admission of a new member is an authorized act of the attorney-in-fact.
(Acts 1993, No. 93-724, p. 1425, §13; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-13; amended and renumbered by Act 2009-513, p. 967, §220.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 2 - Formation. › Section 10A-5-2.05 - Pre-Formation Transactions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-2.05
Pre-formation transactions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
A limited liability company may not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the certificate of formation has been filed. Persons engaged in prefiling activities other than those authorized by this section shall be jointly and severally liable for any debts or liabilities incurred in the course of those activities as provided in Section 10A-5-1.05. In no event shall the activities of an organizer authorized under this chapter result in liability for such person under this section. This section shall not be interpreted to invalidate any debts, contracts, or liabilities of the limited liability company incurred on behalf of the limited liability company prior to the filing of its certificate of formation.
(Act 2009-513, p. 967, §222.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 2 - Formation. › Section 10A-5-2.06 - Records to Be Kept; Right of Inspection. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-2.06
Records to be kept; right of inspection. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) Each limited liability company shall keep at its registered office or principal place of business in this state the following records:
(1) A current list of the full name and last known business or residence street address of each member, and each manager, if any.
(2) A copy of the filed certificate of formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any documents have been executed.
(3) Copies of the limited liability company's federal, state, and local income tax returns and reports, if any, for the three most recent years.
(4) Copies of any then effective operating agreements including any amendments thereto.
(5) Copies of any financial statements of the limited liability company for the three most recent years.
(b) Those records, and any other books and records of the limited liability company, wherever situated, are subject to inspection and copying for any proper purpose at the reasonable request, and at the expense of, any member or manager or the member's or manager's agent or attorney during regular business hours as provided in Sections 10A-1-3.32 and 10A-1-3.33. Any agent, member, or manager of a limited liability company who, without reasonable cause, refuses to allow any member or the member's agent or attorney to inspect or copy any books or records of the limited liability company for any proper purpose shall be personally liable to the member for a penalty in an amount not to exceed 10 percent of the fair market value of the membership interest of the member, in addition to any other damages or remedy.
(Acts 1993, No. 93-724, p. 1425, §16; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-16; amended and renumbered by Act 2009-513, p. 967, §224.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 2 - Formation. › Section 10A-5-2.07 - Parties to Actions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-2.07
Parties to actions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
Neither a member nor a manager of a limited liability company is a proper party to proceedings by or against a limited liability company, except where the object is to enforce a member's or manager's rights against or liability to the limited liability company.
(Acts 1993, No. 93-724, p. 1425, §18; §10-12-18; amended and renumbered by Act 2009-513, p. 967, §226.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 3 - Relationship of Members and Managers to Third Parties. › Section 10A-5-3.01 - Business Transactions of a Member With the Limited Liability Company. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-3.01
Business transactions of a member with the limited liability company. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
Except as otherwise provided in the operating agreement, a member may lend money to and transact any lawful business with the limited liability company and, subject to other applicable law, have the same rights and obligations with respect thereto as a person who is not a member.
(Acts 1993, No. 93-724, p. 1425, §19; §10-12-19; amended and renumbered by Act 2009-513, p. 967, §228.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 3 - Relationship of Members and Managers to Third Parties. › Section 10A-5-3.02 - Liability of Members to Third Parties. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-3.02
Liability of members to third parties. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) Except as otherwise provided in this chapter, a member of a limited liability company is not liable under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability company, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, manager, agent, or employee of the limited liability company.
(b) A member may be liable to creditors of the limited liability company for a written agreement to make a contribution to the limited liability company.
(c) A member of a limited liability company may become liable by reason of the member's own acts or conduct.
(Acts 1993, No. 93-724, p. 1425, §20; §10-12-20; amended and renumbered by Act 2009-513, p. 967, §228.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 4 - Relationship Among Members. › Section 10A-5-4.03 - Operating Agreements. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-4.03
Operating agreements. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) The member or members of a limited liability company may enter into an operating agreement to regulate or establish the affairs of the limited liability company, the conduct of its business, and the relations of its members. An operating agreement may contain any provisions regarding the affairs of a limited liability company and the conduct of its business that are not inconsistent with the laws of this state or the articles of organization.
(b) In the event there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members. If an operating agreement does not provide for the method by which an operating agreement may be amended, then all of the members shall agree in writing to any amendment.
(c) A court of equity may enforce an operating agreement by injunction or by other relief that the court in its discretion determines to be fair and appropriate in the circumstances. As an alternative to injunctive or other equitable relief, when the provisions of Section 10A-5-7.02 are applicable, the court may order dissolution of the limited liability company.
(Acts 1993, No. 93-724, p. 1425, §24; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-24; amended and renumbered by Act 2009-513, p. 967, §230.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 4 - Relationship Among Members. › Section 10A-5-4.04 - Derivative Actions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-4.04
Derivative actions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) A member may bring an action in the right of a limited liability company to recover a judgment in its favor if the members or managers with authority to do so have refused to bring the action or if an effort to cause those members or managers to bring the action is not likely to succeed.
(b) In a derivative action, the plaintiff shall be a member (1) at the time of bringing the action or have succeeded to the right of a member by operation of law or pursuant to the terms of the operating agreement from a person who was a member and (2) at the time of the transaction of which he or she complains.
(c) In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by the members or managers with authority to do so, or the reasons for not making the effort.
(d) If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct the plaintiff to remit to the limited liability company the remainder of those proceeds.
(Acts 1993, No. 93-724, p. 1425, §25; §10-12-25; amended and renumbered by Act 2009-513, p. 967, §230.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 5 - Contributions and Distributions. › Section 10A-5-5.01 - Contribution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-5.01
Contribution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
The contributions of a member to the limited liability company may be in cash, property, services previously rendered, or a promissory note or other binding obligation to pay cash, convey property, or to render services.
(Acts 1993, No. 93-724, p. 1425, §26; §10-12-26; amended and renumbered by Act 2009-513, p. 967, §232.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 5 - Contributions and Distributions. › Section 10A-5-5.02 - Liability for Contributions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-5.02
Liability for contributions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) Except as provided in the certificate of formation, a member is obligated to the limited liability company to perform any promise to pay cash or convey property or to render services, even if the member is unable to perform because of death, disability, or any other reason. A member who does not perform such a promise is obligated at the option of the limited liability company to pay cash equal to the amount or value of the portion of the contribution that has not been paid, conveyed, or rendered.
(b) The operating agreement may provide that the interest of any member who fails to make any contribution that the member is obligated to make, or who fails to pay any agreed assessment that the member is obligated to make, shall be subject to a reasonable penalty for such failure. The penalty may take the form of reducing the defaulting member's proportionate interest in the limited liability company, subordinating the member's interest to that of nondefaulting members, a forced sale of the member's interest in compliance with reasonable procedures for notice and disposition, forfeiture of the member's interest on compliance with reasonable procedures for notice, the lending of the amount necessary to meet the member's commitment by other members, affixing of the value of the member's interest by appraisal or by suitable formula and redemption or sale of the member's interest at that value, or other reasonable penalty.
(c) Unless otherwise provided in the operating agreement, the obligation of a member to perform any promise with respect to a contribution to the capital of the limited liability company, or to return money or other property paid or distributed in violation of this chapter, may be compromised only by consent of all the members. Notwithstanding the compromise, a creditor of a limited liability company who extends credit, or whose claim arises, after filing of the certificate of formation or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation.
(Acts 1993, No. 93-724, p. 1425, §27; §10-12-27; amended and renumbered by Act 2009-513, p. 967, §232.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 5 - Contributions and Distributions. › Section 10A-5-5.03 - Sharing of Profits and Losses. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-5.03
Sharing of profits and losses. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
The profits and losses, income, deductions, and credits, and items of income, deduction, and credits of the limited liability company shall be allocated among the members in the manner provided in the operating agreement. If the operating agreement does not so provide, profits and losses, income, deductions, and credits, and items of income, deductions, and credits shall be allocated on the basis of the pro rata value of the contributions made by each member to the extent they have been made and not returned.
(Acts 1993, No. 93-724, p. 1425, §28; §10-12-28; amended and renumbered by Act 2009-513, p. 967, §232.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 5 - Contributions and Distributions. › Section 10A-5-5.04 - Interim Distributions of Property; Impairment of Capital. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-5.04
Interim distributions of property; impairment of capital. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) Except as provided in this section or in the operating agreement, members are entitled to receive distributions from the limited liability company in proportion to their respective rights to share in profits under Section 10A-5-5.03.
(b) Subsection (a) shall not apply to any of the following:
(1) Distributions on dissolution.
(2) Distributions governed by a contrary provision in the operating agreement.
(c) No distribution may be made unless, after the distribution is made, the assets of the limited liability company are sufficient to pay all liabilities of the limited liability company except liabilities to members on account of their contributions.
(d) Unless otherwise provided in the operating agreement, a member has no right to receive and may not be required to accept a distribution in kind.
(Acts 1993, No. 93-724, p. 1425, §29; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-29; amended and renumbered by Act 2009-513, p. 967, §232.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 5 - Contributions and Distributions. › Section 10A-5-5.05 - Purchase of Interest of Member Whose Membership Has Ceased. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-5.05
Purchase of interest of member whose membership has ceased. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
Unless the governing documents of a limited liability company or a private agreement provide for the purchase of the interest of a former member whose membership has ceased, neither the limited liability company nor its members shall be obligated to purchase the interest of a former member whose membership has ceased.
(Acts 1993, No. 93-724, p. 1425, §30; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-30; amended and renumbered by Act 2009-513, p. 967, §232.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 6 - Transfer of Membership Interest. › Section 10A-5-6.01 - Admission of Additional Members. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-6.01
Admission of additional members. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) After the filing of a limited liability company's original certificate of formation, additional members may be admitted as follows:
(1) In the case of a member acquiring an interest directly from the limited liability company, upon compliance with the operating agreement or, if the operating agreement does not provide for the admission of additional members, with the written consent of all members.
(2) In the case of an assignee of an interest of a member, by complying with Section 10A-5-6.03.
(b) The effective time of admission of a member to a limited liability company shall be the later of:
(1) The date the limited liability company is formed.
(2) The time provided in the operating agreement, or if no time is provided, then when the person's admission is reflected in the records of the limited liability company.
(Acts 1993, No. 93-724, p. 1425, §31; §10-12-31; amended and renumbered by Act 2009-513, p. 967, §234.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 5 - Limited Liability Companies. › Article 6 - Transfer of Membership Interest. › Section 10A-5-6.02 - Transferability of Member's Interest. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-6.02
Transferability of member's interest. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) Except as otherwise provided in the operating agreement:
(1) A membership interest in a limited liability company is assignable in whole or in part.
(2) An assignment of a member's interest in a limited liability company does not of itself dissolve the limited liability company or entitle the assignee to exercise any management rights.
(3) An assignment only entitles the assignee to the financial rights of the assignor to the extent assigned.
(4) A member who assigns the member's interest in a limited liability company does not cease to be a member until the assignee is substituted as provided in Section 10A-5-6.03.
(b) A limited liability company, in the governing documents, may provide that a member's interest in the limited liability company may be evidenced by a certificate of limited liability company interest issued by the limited liability company. Any provision for the assignment or transfer of a limited liability company interest represented by such a certificate shall be consistent with this chapter.
(c) Any purported transfer of a member's interest in violation of this section is void.
(Acts 1993, No. 93-724, p. 1425, §32; §10-12-32; amended and renumbered by Act 2009-513, p. 967, §234.)