reglab/statecodes huggingface dataset:
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division A - Registration. › Section 10A-1-7.06 - Amendments to Registration.

Section 10A-1-7.06
Amendments to registration.
(a) If any statement in an application for registration or a statement of foreign limited liability partnership was false when made or any arrangements or other facts described have changed, making the application for registration or statement of foreign limited liability partnership, as applicable, inaccurate in any respect, the foreign entity shall file with the Secretary of State an amendment correcting the false or inaccurate statement. A foreign entity must amend its registration to change its name if the name has changed. If the name of a foreign entity as changed is not available in this state or otherwise does not satisfy the requirements of Article 5, the foreign entity, pursuant to the requirements of Section 10A-1-7.07, must adopt a name that complies with Article 5 under which it will transact business in this state.
(b) A foreign entity may amend its application for registration or statement of foreign limited liability partnership by filing an application for amendment of registration as provided by Article 4.
(c) The application for amendment must be filed promptly on the discovery that any statement in the application for registration or statement of foreign limited liability partnership, as applicable, was false when made, but not later than 60 days after the discovery. The application for amendment must be filed promptly after any arrangements other facts described in the application have changed, making the application inaccurate in any respect, but not later than 90 days after the change.
(Act 2009-513, p. 967, §58; Act 2018-125, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division A - Registration. › Section 10A-1-7.07 - Entity Name.

Section 10A-1-7.07
Entity name.
If the name of a foreign entity does not satisfy the requirements of Article 5, the foreign entity, for use in this state, may:
(1) if a corporation, add to its corporate name the word "corporation" or "incorporated" or an abbreviation of one of the words;
(2) if a banking corporation, add to its corporate name the words "bank," "banking," or "bankers";
(3) if a limited partnership that is not a limited liability limited partnership, add to its partnership name the word "limited" or the abbreviation "Ltd." or the phrase "limited partnership" or the abbreviation "L.P." or "LP" but its name must not contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P.";
(4) if a limited partnership that is a limited liability limited partnership, add to its partnership name the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and must not contain the abbreviation "Ltd.," "L.P.," or "LP."
(5) if a limited liability company, add to its company name the phrase "limited liability company" or the abbreviation "L.L.C." or "LLC";
(6) if a professional corporation, add to its corporate name the phrase "professional corporation" or the abbreviation "P.C." or "PC";
(7) if a limited liability partnership, add to its partnership name the phrase "limited liability partnership" or the abbreviation "L.L.P." or "LLP";
(8) if a general partnership that is authorized by the laws of the jurisdiction that govern its partnership agreement to file the equivalent of a statement of partnership as provided under Chapter 8A, add to its name the phrase "general partnership" or the abbreviation "G.P." or "GP";
(9) if a general partnership that is authorized by the laws of the jurisdiction that govern its partnership agreement to file the equivalent of a statement of not for profit partnership as provided under Chapter 8A, add to its name the phrase "not for profit general partnership" or the abbreviation "N.G.P." or "NGP"; and
(10) use a fictitious name available for use in this state that satisfies the requirements of Article 5, if it delivers to the Secretary of State for filing a copy of the resolution of its governing authority, certified by its secretary, adopting the fictitious name.
(Act 2009-513, p. 967, §58; Act 2016-379, p. 934, §4; Act 2018-125, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division B - Withdrawal. › Section 10A-1-7.11 - Voluntary Withdrawal of Registration.

Section 10A-1-7.11
Voluntary withdrawal of registration.
(a) A foreign entity registered in this state may withdraw the foreign entity's registration at any time by filing a certificate of withdrawal as provided in Article 4.
(b) A certificate of withdrawal for a foreign entity described must state:
(1) the name of the foreign entity as set forth on its registration;
(2) the type of foreign entity and the foreign entity's jurisdiction of formation and, in the case of a foreign limited liability partnership, the jurisdiction which laws govern the foreign limited liability partnership and its partnership agreement;
(3) the street address and mailing address, if different, of the principal office of the foreign entity;
(4) that the foreign entity no longer is transacting business in this state;
(5) that the foreign entity:
(A) revokes the authority of the foreign entity's registered agent in this state to accept service of process; and
(B) consents that service of process in any action, suit, or proceeding stating a cause of action arising in this state during the time the foreign entity was authorized to transact business in this state may be made on the foreign entity in accordance with the Alabama Rules of Civil Procedure and any other notice or demand required or permitted by law to be served on the foreign entity may be served in a manner similar to the procedure provided for the service of process by the Alabama Rules of Civil Procedure;
(6)(A) a mailing address to which process may be mailed pursuant to the applicable service of process procedures of the Alabama Rules of Civil Procedure and to which any notice or demand required or permitted by law to be served on the foreign entity may be mailed; and
(B) a commitment by the foreign entity that if the mailing address stated in the certificate of withdrawal under paragraph (A) changes, the foreign entity will promptly amend the certificate of withdrawal to update the address; and
(7) that any money due or accrued to the state has been paid or describes the provisions that have been made for the payment of that money.
(c) A certificate from the Alabama Department of Revenue that all applicable taxes and fees have been paid must be filed with the certificate of withdrawal.
(d) If the existence or separate existence of a foreign entity registered in this state terminates, a certificate by an authorized governmental official of the entity's jurisdiction of formation that evidences the termination shall be filed with the Secretary of State.
(e) The registration of the foreign entity terminates when a certificate of withdrawal under this section or a certificate evidencing termination under subsection (d) is filed.
(Act 2009-513, p. 967, §60; Act 2018-125, §3; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division B - Withdrawal. › Section 10A-1-7.12 - Grounds for Revocation.

Section 10A-1-7.12
Grounds for revocation.
The Secretary of State may commence a proceeding under Section 10A-1-7.13 to revoke the registration of a foreign entity authorized to transact business in this state if:
(1) the foreign entity does not deliver its annual report, if required by law, to the Secretary of State within 180 days after it is due;
(2) the foreign entity does not pay within 180 days after they are due any applicable privilege or corporation share tax, qualification fee or admission tax, or interest or penalties imposed by this title or other law;
(3) the foreign entity is without a registered agent or registered office in this state for 60 days or more;
(4) the foreign entity does not file a statement of change of registered agent or registered office with the Secretary of State under Section 10A-1-5.32 within 60 days of the change or its registered agent does not file a change of name or change of address of the registered office with the Secretary of State under Section 10A-1-5.33 within 60 days of the change;
(5) an organizer, governing person, or agent of the foreign entity signed a document he or she knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing; or
(6) the Secretary of State receives a duly authenticated certificate from the Secretary of State or other official having custody of entity records in the state or country under whose laws the foreign entity is formed or is governed stating that the foreign entity has been terminated.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.30; amended and renumbered by Act 2009-513, p. 967, §61; Act 2018-125, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division B - Withdrawal. › Section 10A-1-7.13 - Procedure for and Effect of Revocation.

Section 10A-1-7.13
Procedure for and effect of revocation.
(a) If the Secretary of State determines that one or more grounds exist under Section 10A-1-7.12 for revocation of a registration, the Secretary of State shall serve the foreign entity with written notice of the determination of the Secretary of State by serving the foreign entity's registered agent, which service may be by registered mail, or, if the foreign entity has no registered agent or its registered agent cannot with reasonable diligence be served, by serving the foreign entity by any method permitted under Sections 10A-1-5.35 and 10A-1-5.36.
(b) If the foreign entity does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after service of the notice is perfected under subsection (a), the Secretary of State may revoke the foreign entity's registration by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the foreign entity by serving its registered agent, which service may be by registered mail, or, if the foreign entity has no registered agent or its registered agent cannot with reasonable diligence be served, by serving the foreign entity by any method permitted under Sections 10A-1-5.35 and 10A-1-5.36.
(c) The authority of a foreign entity to transact business in this state ceases on the date shown on the certificate revoking its registration.
(d) Revocation of a foreign entity's registration does not terminate the authority of the registered agent of the foreign entity. Service of process in any action, suit, or proceeding stating a cause of action arising in this state during the time the foreign entity was authorized to transact business in this state may be made on the foreign entity whose registration has been suspended by service on the registered agent or by serving the entity by any method permitted under Sections 10A-1-5.35 and 10A-1-5.36.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.31; amended and renumbered by Act 2009-513, p. 967, §61; Act 2018-125, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division B - Withdrawal. › Section 10A-1-7.14 - Appeal From Revocation.

Section 10A-1-7.14
Appeal from revocation.
(a) A foreign entity may appeal the Secretary of State's revocation of its registration to the Circuit Court of Montgomery County within 30 days after service of the certificate of revocation is perfected under Section 10A-1-7.13. The foreign entity appeals by petitioning the court to set aside the revocation and attaching to the petition copies of the Secretary of State's acknowledgment of its application for registration or statement of foreign limited liability partnership, as applicable, and the Secretary of State's certificate of revocation.
(b) The court may summarily order the Secretary of State to reinstate the registration, may order a trial de novo, or may take any other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civil proceedings.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.32; amended and renumbered by Act 2009-513, p. 967, §61; Act 2018-125, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division C - Consequences of Transacting Business Without Registering. › Section 10A-1-7.21 - Transaction of Business Without Registration; Generally.

Section 10A-1-7.21
Transaction of business without registration; generally.
(a) A foreign entity transacting business in this state, except a corporation or other organization formed pursuant to federal law, may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.
(b) The failure of a foreign entity to register in this state does not impair the validity of any contract or act of the foreign entity or prevent the foreign entity from defending any action, suit, or proceeding in any court of this state.
(c) A foreign entity, by transacting business in this state without registration, shall be deemed to consent to service of process with respect to causes of action arising out of business transacted in this state, or to service of any notice or demand required or permitted by law, by registered mail addressed to the foreign entity at the office required to be maintained in the state or other jurisdiction where it is organized, or, if not so required, at the principal office of the entity, or by serving the entity by any method permitted under Sections 10A-1-5.35 and 10A-1-5.36.
(d) The liability of an owner or owners of a foreign entity is governed by the laws of the state or other jurisdictions where it is organized, and any limitations on that liability are not waived solely by reason of having transacted business in Alabama without registration.
(e) This division applies to a foreign entity transacting business in this state without registering with the Secretary of State.
(Acts 1993, No. 93-724, p. 1425, §52; §10-12-52; amended and renumbered by Act 2009-513, p. 967, §63; Act 2012-304, p. 666, §1; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division C - Consequences of Transacting Business Without Registering. › Section 10A-1-7.22 - Transaction of Business Without Registration; Actions to Restrain.

Section 10A-1-7.22
Transaction of business without registration; actions to restrain.
(a) The failure of a foreign filing entity to register to transact business in this state or to appoint and maintain a registered agent in this state shall not impair the validity of any contract or act of the foreign entity and shall not prevent the foreign entity from defending any action or proceeding in any court of this state, but the foreign entity shall not maintain any action or proceeding in any court of this state until it has delivered to the Secretary of State for filing an application for registration or a statement of foreign limited liability partnership, as applicable, in accordance with Section 10A-1-7.04. A foreign filing entity, by transacting business in this state without filing an application for registration or a statement of foreign limited liability partnership, as applicable, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business or activities in this state. The liability of the owners, members, and managerial officials of a foreign filing entity is governed by the laws of the jurisdiction under whose laws it was formed or under which it is governed, and any limitations on that liability are not waived solely by reason of having transacted business in this state without filing an application for registration or a statement of foreign limited liability partnership, as applicable.
(b) The Attorney General may bring an action to restrain a foreign entity from transacting business in this state in violation of this title.
(Acts 1993, No. 93-724, p. 1425, §53; §10-12-53; amended and renumbered by Act 2009-513, p. 967, §63; Act 2018-125, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division C - Consequences of Transacting Business Without Registering. › Section 10A-1-7.23 - Late Filing Fee.

Section 10A-1-7.23
Late filing fee.
The Secretary of State may collect from a foreign filing entity a late filing fee equal to the application for registration fee or the statement of foreign limited liability partnership fee, as applicable, for the foreign filing entity for each year of delinquency if the foreign filing entity has transacted business in this state for more than 90 days. The Secretary of State may condition the effectiveness of a registration on the payment of the late filing fee.
(Act 2009-513, p. 967, §64; Act 2018-125, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division C - Consequences of Transacting Business Without Registering. › Section 10A-1-7.24 - Requirements of Other Law.

Section 10A-1-7.24
Requirements of other law.
This article does not excuse a foreign filing entity from complying with duties imposed under other law, including other chapters of this title, relating to filing or registering requirements.
(Act 2009-513, p. 967, §64; Act 2018-125, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division D - Business, Rights, and Obligations. › Section 10A-1-7.31 - Business of Foreign Entity.

Section 10A-1-7.31
Business of foreign entity.
A foreign entity may not conduct in this state a business, activity, not for profit activity, or any other activity, whether or not for profit, that is not permitted by this title to be transacted by the domestic entity to which it most closely corresponds, unless other law of this state authorizes the foreign entity to conduct the business, activity, not for profit activity, or any other activity, whether or not for profit.
(Act 2009-513, p. 967, §66; Act 2018-125, §3; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division D - Business, Rights, and Obligations. › Section 10A-1-7.32 - Rights and Privileges.

Section 10A-1-7.32
Rights and privileges.
A foreign entity with a registration under this article enjoys the same but no greater rights and privileges as the domestic entity to which it most closely corresponds.
(Act 2009-513, p. 967, §66; Act 2018-125, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division D - Business, Rights, and Obligations. › Section 10A-1-7.33 - Obligations and Liabilities.

Section 10A-1-7.33
Obligations and liabilities.
Repealed by Act 2018-125, §7, effective January 1, 2019.
(Act 2009-513, p. 967, §66.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division D - Business, Rights, and Obligations. › Section 10A-1-7.34 - Right of Foreign Entity to Participate in the Business of Certain Domestic Entities.

Section 10A-1-7.34
Right of foreign entity to participate in the business of certain domestic entities.
A vote cast or consent provided by a foreign entity with respect to its ownership or membership interest in a domestic entity of which the foreign entity is a lawful owner or member, and the foreign entity's participation in the management and control of the business and affairs of the domestic entity to the extent of the participation of other owners or members, are not invalidated if the foreign entity does not register to transact business in this state, subject to all law governing a domestic entity, including the antitrust law of this state.
(Act 2009-513, p. 967, §66; Act 2018-125, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division D - Business, Rights, and Obligations. › Section 10A-1-7.35 - Out of State Business or Property of Foreign Entity Not Subject to Control or Regulation.

Section 10A-1-7.35
Out of state business or property of foreign entity not subject to control or regulation.
(a) The public interest lying in the promotion of business and industry in this state, it is the intent of the Legislature and declared to be the policy of the State of Alabama by passage of this section to promote and encourage industry and business in Alabama and specifically to induce the location within this state of the principal administrative office, principal distribution or manufacturing plant or principal place of business of foreign entities engaged in manufacturing, industrial, commercial, business, transportation, utility, public service, and research enterprises. This section shall be liberally construed in conformity with this intention.
(b) When a foreign entity that transacts only a portion of its business in this state has located, or is in the process of locating, its principal administrative office, its principal distribution or manufacturing plant or its principal place of business in this state, the authority, jurisdiction or power conferred by any law of this state on any agency, commission, department, or instrumentality of the state to control or regulate the foreign entity, its business, property, securities, or obligations shall not be deemed to apply to, and shall not be exercised with respect to, that portion of its business transacted or its property located without the state nor to the securities or obligations of the foreign entity; provided that nothing contained in this section shall be construed to repeal, alter, or modify any of the provisions of Title 8 relating to securities.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.11; amended and renumbered by Act 2009-513, p. 967, §67.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division D - Business, Rights, and Obligations. › Section 10A-1-7.36 - Right of Eminent Domain.

Section 10A-1-7.36
Right of eminent domain.
Foreign entities that have complied with the constitution and laws of this state as to transacting business in this state shall have the same right of eminent domain and the same remedies for enforcing the rights as domestic entities of like kind and character possess.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.12; amended and renumbered by Act 2009-513, p. 967, §67; Act 2018-125, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division D - Business, Rights, and Obligations. › Section 10A-1-7.37 - Extension of Lines, Tracks, Ways, or Works Into State.

Section 10A-1-7.37
Extension of lines, tracks, ways, or works into state.
Any foreign entity which has complied with the constitution and laws of this state for transacting business in this state and which is engaged in constructing or operating a streetcar, electric light, telegraph, telephone or power lines, pipelines, or works in an adjoining state may extend its lines, tracks, ways, pipelines, or works into this state and connect with other lines, pipelines, ways or works of similar or like character and, for that purpose, may have and exercise the same rights, privileges, immunities and remedies as to right of eminent domain and condemnation proceedings as are had and exercised by domestic entities engaged in like or similar business.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.13; amended and renumbered by Act 2009-513, p. 967, §67; Act 2018-125, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 7 - Foreign Entities. › Division E - Miscellaneous Provisions. › Section 10A-1-7.41 - Applicability of This Title to Certain Foreign Entities.

Section 10A-1-7.41
Applicability of this title to certain foreign entities.
(a) Except as otherwise provided by a statute described by this subsection, the provisions of this title governing a foreign entity apply to a foreign entity registered or granted authority to transact business in this state under:
(1) a special statute that does not contain a provision regarding a matter provided for by this title with respect to a foreign entity; or
(2) another statute that specifically provides that the general law for the granting of a registration or certificate of authority to the foreign entity to transact business in this state supplements the special statute.
(b) Except as otherwise provided by a special statute described by subsection (a), a document required to be filed with the Secretary of State under the special statute must be signed and filed in accordance with Article 4.
(Act 2009-513, p. 967, §69.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 8 - Conversions and Mergers. › Section 10A-1-8.03 - Nonexclusive Application of Article.

Section 10A-1-8.03
Nonexclusive application of article.
This article is not exclusive. This article does not preclude any entity from being converted or merged under law other than this chapter.
(Acts 1996, No. 96-528, p. 685, §1; §10-8A-908; amended and renumbered by Act 2009-513, p. 967, §71; Act 2018-125, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 8 - Conversions and Mergers. › Section 10A-1-8.04 - Merger With or Conversion From a Foreign Entity.

Section 10A-1-8.04
Merger with or conversion from a foreign entity.
(a) One or more foreign entities may merge with one or more domestic entities in accordance with Section 10A-1-8.02, and a foreign entity may convert to a domestic entity, or a domestic entity may convert to a foreign entity in accordance with Section 10A-1-8.01 only if:
(1) The merger or conversion is permitted by the law of the state or country under whose law each foreign entity is formed and each foreign entity complies with that law in effecting the merger or conversion.
(2) In the case of a conversion, the foreign entity complies with the requirements of Section 10A-1-8.01.
(3) In the case of a merger, the foreign entity complies with the requirements of Section 10A-1-8.02.
(b) Upon the merger or conversion taking effect, the surviving foreign entity of a merger and the foreign converted entity in a conversion is deemed:
(1) To consent that service of process in a proceeding to enforce any obligation or any appraisal or dissenter's rights of owners of each domestic entity a party to the merger or conversion may be made by registered mail addressed to the surviving or converted entity at the address set forth in the statement of merger or statement of conversion, as the case may be, or by any method provided by the Alabama Rules of Civil Procedure. Any notice or demand required or permitted by law to be served on the domestic entity may be served on the surviving or converted foreign entity by registered mail addressed to the surviving or converted entity at the address set forth in the plan of merger or statement of conversion, as the case may be, or in any other manner similar to the procedure provided by the Alabama Rules of Civil Procedure for the service of process;
(2) To consent to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which a converting or merging entity is liable if, before the conversion or merger, the converting or merging entity was subject to suit in this state on the debt, obligation, or other liability. If the foreign entity fails to designate or maintain a registered agent, or the designated registered agent cannot with reasonable diligence be served, then service of process on that foreign entity for the purposes of enforcing a debt, obligation, or other liability under this subsection may be made in the same manner and has the same consequences as provided in Section 10A-1-5.35; and
(3) To agree that it will promptly pay to dissenting owners with appraisal or dissenter's rights, of each domestic entity that is a party to the merger or conversion the amount, if any, to which they are entitled under Alabama law.
(Act 2000-211, p. 279, §5; §10-15-6; amended and renumbered by Act 2009-513, p. 967, §71; Act 2014-293, p. 1052, §1; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 9 - Winding Up and Termination of Domestic Entity. › Division A - General Provisions. › Section 10A-1-9.01 - Applicability of This Article to Certain Entities.

Section 10A-1-9.01
Applicability of this article to certain entities.
This article does not apply to business corporations, limited liability companies, general partnerships, and limited partnerships.
(Act 2018-125, §5; Act 2019-94, §2.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 9 - Winding Up and Termination of Domestic Entity. › Division A - General Provisions. › Section 10A-1-9.02 - Definitions.

Section 10A-1-9.02
Definitions.
In this article, the following terms have the following meanings:
(1) CLAIM. A right to payment, damages, or property, whether liquidated or unliquidated, accrued or contingent, matured or unmatured.
(2) WINDING UP. The process of winding up the business and affairs of a domestic entity as a result of the occurrence of an event requiring winding up.
(Act 2009-513, p. 967, §73; §10A-1-9.01 renumbered by Act 2018-125, §4.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 9 - Winding Up and Termination of Domestic Entity. › Division B - Winding Up of Domestic Entity. › Section 10A-1-9.11 - Event Requiring Winding Up of Domestic Entity.

Section 10A-1-9.11
Event requiring winding up of domestic entity.
The dissolution of a domestic entity shall be as specified in the chapter of this title applicable to the entity.
(Act 2009-513, p. 967, §75.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 9 - Winding Up and Termination of Domestic Entity. › Division B - Winding Up of Domestic Entity. › Section 10A-1-9.12 - Winding Up Procedures.

Section 10A-1-9.12
Winding up procedures.
(a) As soon as reasonably practicable after a domestic entity is dissolved, the domestic entity shall:
(1) cease to carry on its business, except to the extent necessary to wind up its business;
(2) collect and sell its property to the extent the property is not to be distributed in kind to the domestic entity's owners or members; and
(3) perform any other act required to wind up its business and affairs.
(b) During the winding up process, the domestic entity may prosecute or defend a civil, criminal, or administrative action and perform any other act appropriate to wind up its business and affairs, including sending notice of the winding up to known claimants or publishing notice of the winding up to unknown claimants.
(Act 2009-513, p. 967, §75.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 9 - Winding Up and Termination of Domestic Entity. › Division C - Provisions for Known and Unknown Claims. › Section 10A-1-9.21 - Known Claims Against Dissolved Domestic Entity.

Section 10A-1-9.21
Known claims against dissolved domestic entity.
(a) A dissolved domestic entity may dispose of the known claims against it by following the procedure described in subsection (b) at any time after the effective date of the dissolution of that dissolved domestic entity.
(b) A dissolved domestic entity shall give notice of the dissolution in writing to the holder of any known claim. The notice must:
(1) Identify the dissolved domestic entity;
(2) Describe the information required to be included in a claim;
(3) Provide a mailing address to which the claim is to be sent;
(4) State the deadline, which may not be fewer than 120 days from the effective date of the notice, by which the dissolved domestic entity must receive the claim; and
(5) State that if not sooner barred, the claim will be barred if not received by the deadline.
(c) Unless sooner barred by any other statute limiting actions, a claim against a dissolved domestic entity is barred:
(1) If a claimant who was given notice under subsection (b) does not deliver the claim to the dissolved domestic entity by the deadline;
(2) If a claimant whose claim was rejected by the dissolved domestic entity does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.
(d) For purposes of this section, "known claim" or "claim" includes unliquidated claims but does not include a contingent liability that has not matured so that there is no immediate right to bring suit, or a claim based on an event occurring after the effective date of dissolution.
(e) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.06; amended and renumbered by Act 2009-513, p. 967, §77; Act 2018-125, §6.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 9 - Winding Up and Termination of Domestic Entity. › Division D - Revocation and Reinstatement. › Section 10A-1-9.31 - Revocation of Voluntary Winding Up.

Section 10A-1-9.31
Revocation of voluntary winding up.
(a) A domestic entity may revoke a voluntary decision to dissolve the entity by approval of the revocation in the manner and within the time specified in the chapter of this title governing the entity. If the chapter of this title does not specify a time within which a revocation must be made, revocation of a voluntary decision to dissolve must be made before winding up of the entity is complete.
(b) A domestic entity may continue its business following the revocation of a voluntary decision to wind up under subsection (a).
(Act 2009-513, p. 967, §79.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 9 - Winding Up and Termination of Domestic Entity. › Division D - Revocation and Reinstatement. › Section 10A-1-9.32 - Reinstatement.

Section 10A-1-9.32
Reinstatement.
In addition to the grounds for reinstating a dissolved entity pursuant to the chapter of this title applicable to the entity, if the chapter of this title applicable to the entity does not provide for reinstatement, the entity may be reinstated if the legal existence of the entity is necessary to:
(1) convey or assign property;
(2) settle or release a claim or liability;
(3) take an action; or
(4) sign an instrument or agreement.
(Act 2009-513, p. 967, §79.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 1 - General Provisions. › Division A - Short Title and Applicability. › Section 10A-2-1.01 - Short Title and Applicability.

Section 10A-2-1.01
Short title and applicability.
Repealed by Act 2019-94, §3, effective January 1, 2021.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-1.01; amended and renumbered by Act 2009-513, p. 967, §81.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 1 - General Provisions. › Division B - Filing Instruments. › Section 10A-2-1.20 - Filing Instruments.

Section 10A-2-1.20
Filing instruments.
Repealed by Act 2019-94, §3, effective January 1, 2021.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-1.20; amended and renumbered by act 2009-513, p. 967, §83.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 1 - General Provisions. › Division B - Filing Instruments. › Section 10A-2-1.21 - Filing Fees.

Section 10A-2-1.21
Filing fees.
Repealed by Act 2019-94, §3, effective January 1, 2021.
(Act 2009-513, p. 967, §84.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 1 - General Provisions. › Division C › Section 10A-2-1.40 - Definitions Applicable to Business Corporations.

Section 10A-2-1.40
Definitions applicable to business corporations.
Repealed by Act 2019-94, §3, effective January 1, 2021.
(Acts 1994, No. 94-245, p. 343, §1; Acts 1995, No. 95-255, p. 427, §1; Act 2006-564, p. 1307, §3; §10-2B-1.40; amended and renumbered by Act 2009-513, p. 967, §87.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 1 - General Provisions. › Division C › Section 10A-2-1.41 - Notice.

Section 10A-2-1.41
Notice.
Repealed by Act 2019-94, §3, effective January 1, 2021.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-1.41; amended and renumbered by Act 2009-513, p. 967, §87.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 2 - Formation and Governing Documents. › Section 10A-2-2.01 - Incorporators.

Section 10A-2-2.01
Incorporators.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
One or more persons may act as the incorporator or incorporators of a corporation by signing and delivering articles of incorporation to the judge of probate of the county in which the corporation is to have its initial registered office for filing.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.01; amended and renumbered by Act 2009-513, p. 967, §89.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 2 - Formation and Governing Documents. › Section 10A-2-2.02 - Supplemental Provisions Required or Permitted in Articles of Incorporation.

Section 10A-2-2.02
Supplemental provisions required or permitted in articles of incorporation.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) In addition to the information required to be set forth in a certificate of formation by Section 10A-1-3.05, articles of incorporation of a corporation formed under this chapter must set forth:
(1) The number of shares the corporation is authorized to issue;
(2) The names and addresses of the individuals who are to serve as the initial directors; and
(3) The purpose or purposes for which the corporation is organized, which may be stated to be or to include the transaction of any lawful business for which corporations may be incorporated under this chapter.
(b) The articles of incorporation may set forth:
(1) Provisions not inconsistent with law regarding:
(i) Reservation to the shareholders of the right to adopt the initial bylaws of the corporation;
(ii) Managing the business and regulating the affairs of the corporation;
(iii) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders; or
(iv) A par value for authorized shares or classes of shares;
(2) Any provision that under this chapter is required or permitted to be set forth in the bylaws; and
(3) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for (A) the amount of a financial benefit received by a director to which he or she is not entitled; (B) an intentional infliction of harm on the corporation or the shareholders; (C) a violation of Section 10A-2-8.33; (D) an intentional violation of criminal law; or (E) a breach of the director's duty of loyalty to the corporation or its shareholders.
(c) The articles of incorporation need not set forth any of the corporate powers enumerated in Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.02; amended and renumbered by Act 2009-513, p. 967, §89.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 2 - Formation and Governing Documents. › Section 10A-2-2.03 - Incorporation.

Section 10A-2-2.03
Incorporation.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Upon the effectiveness of the filing of the articles of incorporation as provided in Sections 10A-1-4.11 and 10A-1-4.12, corporate existence begins.
(b) The judge of probate's filing of the articles of incorporation pursuant to Section 10A-1-4.02 is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.03; amended and renumbered by Act 2009-513, p. 967, §89.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 2 - Formation and Governing Documents. › Section 10A-2-2.04 - Liability for Preincorporation Transactions.

Section 10A-2-2.04
Liability for preincorporation transactions.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Any person purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, is liable for all liabilities created by so acting.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.04; amended and renumbered by Act 2009-513, p. 967, §89.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 2 - Formation and Governing Documents. › Section 10A-2-2.05 - Organization of Corporation.

Section 10A-2-2.05
Organization of corporation.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) After incorporation the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, unless the power to adopt initial bylaws has been reserved to the shareholders in the articles of incorporation, and carrying on any other business brought before the meeting.
(b) An organization meeting may be held in or out of this state.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.05; amended and renumbered by Act 2009-513, p. 967, §89.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 2 - Formation and Governing Documents. › Section 10A-2-2.06 - Bylaws.

Section 10A-2-2.06
Bylaws.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The board of directors of a corporation shall adopt initial bylaws for the corporation unless the right to adopt the initial bylaws is reserved to the shareholders in the articles of incorporation.
(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.06; amended and renumbered by Act 2009-513, p. 967, §89.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 2 - Formation and Governing Documents. › Section 10A-2-2.07 - Emergency Bylaws.

Section 10A-2-2.07
Emergency bylaws.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:
(1) Procedures for calling a meeting of the board of directors;
(2) Quorum requirements for the meeting; and
(3) Designation of additional or substitute directors.
(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with emergency bylaws:
(1) Binds the corporation; and
(2) May not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.07; amended and renumbered by Act 2009-513, p. 967, §89.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 2 - Formation and Governing Documents. › Section 10A-2-2.08 - Incorporation by Purchasers of Property or Franchise of Corporation.

Section 10A-2-2.08
Incorporation by purchasers of property or franchise of corporation.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
The purchaser or purchasers at any sale, public or private, of the property or franchises of any corporation, if not a corporation authorized by the laws of this state to purchase and hold the property of the corporation, may, within 30 days after the sale and conveyance, become incorporated under this chapter and the purchaser or purchasers may associate with himself or herself or themselves the requisite number of other persons to become incorporated. Upon the organization of the corporation and the conveyance to it of the property and franchises of the corporation by the purchaser or purchasers, the corporation shall become, and be entitled to, and shall have, hold and enjoy, all property rights and franchises.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.08; amended and renumbered by Act 2009-513, p. 967, §89.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 3 - Purposes and Powers. › Section 10A-2-3.01 - Purpose.

Section 10A-2-3.01
Purpose.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Corporations may be organized under this chapter for any lawful purpose.
(Act 2009-513, p. 967, §91.)