Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 1 - General Provisions.

Section 10A-1-2.16 - Certificated Indebtedness; Manner of Issuance; Signature and Seal. - (a) Except as otherwise provided by the governing documents of...

Section 10A-1-2.17 - Business Transactions of Owner With Entity. - Except as otherwise provided in the governing documents or in...

Article 3 - Formation and Governance.

Division A - Formation, Existence, and Certificate.

Section 10A-1-3.01 - Formation and Existence of Filing Entities. - (a) To form a filing entity, a certificate of formation...

Section 10A-1-3.02 - Formation and Existence of Nonfiling Entities. - The requirements for the formation of and the determination of...

Section 10A-1-3.03 - Duration. - A domestic filing entity exists perpetually unless otherwise provided in...

Section 10A-1-3.04 - Execution of Certificate of Formation. - Unless provided otherwise in a chapter of this title governing...

Section 10A-1-3.05 - Certificate of Formation. - Unless provided otherwise in a chapter of this title governing...

Section 10A-1-3.06 - Filings in Case of Merger or Conversion. - Unless provided otherwise in a chapter of this title governing...

Section 10A-1-3.07 - Certificate of Existence or Registration. - Unless provided otherwise in a chapter of this title governing...

Section 10A-1-3.08 - Filings Before January 1, 2021. - (a) Filing instruments that (i) were required or permitted to...

Division B - Amendments and Restatements of Certificate of Formation.

Section 10A-1-3.11 - Right to Amend Certificate of Formation. - (a) A filing entity may amend its certificate of formation....

Section 10A-1-3.12 - Procedures to Amend Certificate of Formation. - (a) The procedure to adopt an amendment to the certificate...

Section 10A-1-3.13 - Certificate of Amendment. - A certificate of amendment for a filing entity must state:...

Section 10A-1-3.14 - Effect of Filing Certificate of Amendment. - (a) An amendment to a certificate of formation takes effect...

Section 10A-1-3.15 - Right to Restate Certificate of Formation. - (a) A filing entity may restate its certificate of formation....

Section 10A-1-3.16 - Procedures to Restate Certificate of Formation. - (a) The procedure to adopt a restated certificate of formation...

Section 10A-1-3.17 - Restated Certificate of Formation. - (a) A restated certificate of formation must accurately state the...

Section 10A-1-3.18 - Effect of Filing of Restated Certificate of Formation. - (a) A restated certificate of formation takes effect when the...

Division C - Governing Persons and Officers.

Section 10A-1-3.21 - Rights of Governing Persons in Certain Cases. - (a) In discharging a duty or exercising a power, a...

Section 10A-1-3.22 - Officers. - (a) Officers of a domestic entity may be elected or...

Section 10A-1-3.23 - Removal of Officers. - (a) Unless otherwise provided by the governing documents of a...

Section 10A-1-3.24 - Rights of Officers in Certain Cases. - (a) In discharging a duty or exercising a power, an...

Division D - Recordkeeping.

Section 10A-1-3.31 - Books and Records for Domestic Entities. - Each domestic entity covered shall keep the records as required...

Section 10A-1-3.32 - Right of Inspection and Access by Certain Domestic Entities. - (a) This section applies to domestic entities other than (i)...

Section 10A-1-3.33 - Right of Inspection and Access by Governing Persons. - (a) An entity described in subsection (e) shall provide governing...

Division E - Certificates Representing Ownership Interest.

Section 10A-1-3.41 - Certificated or Uncertificated Ownership Interest. - (a) Ownership interests in a domestic entity may be certificated...

Section 10A-1-3.42 - Form and Validity of Certificates; Enforcement of Entity's Rights; Abbreviations. - (a) A certificated ownership interest in a domestic entity may...

Section 10A-1-3.43 - Signature Requirement. - (a) The managerial official or officials of a domestic entity...

Section 10A-1-3.44 - Delivery Requirement. - A domestic entity shall deliver to the owner thereof a...

Section 10A-1-3.45 - Notice for Uncertificated Ownership Interest. - (a) Except as otherwise provided in subsection (c) and in...

Article 4 - Filings.

Division A - General Provisions.

Section 10A-1-4.01 - Filing Instrument Requirements. - (a) A filing instrument must: (1) be typewritten, printed, or...

Section 10A-1-4.02 - Delivery of Filing Instrument; Duties of Filing Officer; Fee; Automated Electronic System. - (a) A filing instrument required or allowed by this title...

Section 10A-1-4.03 - Time for Filing. - Unless this title prescribes a specific period for filing, an...

Section 10A-1-4.04 - Certificates and Certified Copies. - (a) A court, public office, or official body shall accept...

Section 10A-1-4.05 - Forms Adopted by Secretary of State. - (a) The Secretary of State may adopt forms for a...

Section 10A-1-4.06 - Powers of Filing Office. - Each filing officer shall have the powers reasonably necessary to...

Section 10A-1-4.07 - Communication Between Filing Officer and Entity; Redaction of Information. - (a) Any communication from a filing officer to an entity...

Division B - When Filings Take Effect.

Section 10A-1-4.11 - General Rule. - A filing instrument submitted to the filing officer takes effect...

Section 10A-1-4.12 - Time and Date of Effectiveness for Certain Filings; Time Zones. - (a) Except as otherwise provided by Section 10A-1-4.14, a filing...

Section 10A-1-4.13 - Abandonment Before Effectiveness. - (a) The parties to a filing instrument may abandon the...

Section 10A-1-4.14 - Delayed Effectiveness Not Permitted. - The effect of the following filing instruments may not be...

Section 10A-1-4.15 - Acknowledgement of Filing With Delayed Effectiveness. - An acknowledgment of filing issued or other action taken by...

Division C - Correction and Amendment.

Section 10A-1-4.21 - Corrections of Filings. - (a) A filing instrument that has been filed with a...

Section 10A-1-4.22 - Limitation on Correction of Filings. - A filing instrument may be corrected to contain only those...

Section 10A-1-4.23 - Certificate of Correction. - The certificate of correction must: (1) state the name of...

Section 10A-1-4.24 - Filing Certificate of Correction. - The certificate of correction shall be filed with and acted...

Section 10A-1-4.25 - Effect of Certificate of Correction. - (a) After the filing officer files the certificate of correction,...

Section 10A-1-4.26 - Amendment of Filings. - A filing instrument that an entity files with the filing...

Division D - Filing Fees.

Section 10A-1-4.31 - Filing Fees; All Entities. - (a)(1) The Secretary of State shall collect the following fees...

Article 5 - Names of Entities; Registered Agents and Registered Officers.

Division A - General Provisions.

Section 10A-1-5.01 - Effect on Rights Under Other Law. - The filing of a certificate of formation by a filing...

Section 10A-1-5.02 - Unauthorized Purpose in Name Prohibited. - A domestic entity, and a foreign filing entity with registration...

Section 10A-1-5.03 - Names Prohibited. - (a) A domestic entity may not have a name and...

Section 10A-1-5.04 - Name of Corporation or Foreign Corporation. - (a) The name of a corporation or foreign corporation must...

Section 10A-1-5.05 - Name of Limited Partnership. - (a) The name of a limited partnership or a foreign...

Section 10A-1-5.06 - Name of Limited Liability Company or Foreign Limited Liability Company. - The name of a limited liability company or a foreign...

Section 10A-1-5.07 - Name of Registered Limited Liability Partnership. - The name of a limited liability partnership or a foreign...

Section 10A-1-5.08 - Name of Professional Corporation. - The name of a domestic professional corporation or of a...

Section 10A-1-5.09 - Name of Professional Entity; Conflict With Other Law or Ethical Rule. - The name of a professional entity must be consistent with...

Section 10A-1-5.10 - Name of General Partnership. - (a) The name of a general partnership that has filed...

Division B - Reservation of Names.

Section 10A-1-5.11 - Application for Reservation of Name. - (a) To reserve the exclusive use of an entity name,...

Section 10A-1-5.12 - Reservation of Certain Names Prohibited; Exceptions. - (a) The Secretary of State may not reserve a name...

Section 10A-1-5.13 - Action on Application. - If the Secretary of State determines that the name specified...

Section 10A-1-5.14 - Duration of Reservation of Name. - The Secretary of State shall reserve the name for the...

Section 10A-1-5.15 - Renewal of Reservation. - A person may renew the person's reservation of a name...

Section 10A-1-5.16 - Transfer of Reservation of Name. - (a) A person may transfer the person's reservation of a...

Section 10A-1-5.17 - Electronic Name Reservation. - The Secretary of State shall establish and maintain an automated...

Section 10A-1-5.18 - Name at Time of Revocation and Reinstatement. - If an entity is listed in the Secretary of State's...

Division C - Registration of Names.

Section 10A-1-5.21 - Application by Certain Entities for Registration of Name. - Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.

Section 10A-1-5.22 - Application for Registration of Name. - Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.

Section 10A-1-5.23 - Certain Registrations Prohibited; Exceptions. - Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.

Section 10A-1-5.24 - Duration of Registration of Name. - Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.

Section 10A-1-5.25 - Renewal of Registration; Rights With Respect to Registered Name. - Repealed by Act 2013-338, §2, effective August 1, 2013, 2013.

Division D - Registered Agents and Registered Offices; Service of Process.

Section 10A-1-5.31 - Designation and Maintenance of Registered Agent and Registered Office. - (a) Each filing entity and each foreign filing entity with...

Section 10A-1-5.32 - Change by Entity of Registered Office or Registered Agent. - (a) An entity required to maintain a registered office and...

Section 10A-1-5.33 - Change by Registered Agent of Name or Address of Registered Agent. - (a) The registered agent of any entity required by Section...

Section 10A-1-5.34 - Resignation of Registered Agent. - (a) A registered agent of any entity required by Section...

Section 10A-1-5.35 - Failure to Designate and Maintain Registered Agent. - If an entity required by Section 10A-1-5.31 to designate and...

Section 10A-1-5.36 - Method of Service on Entity Not Exclusive. - This division does not prescribe the only or required means...

Article 6 - Indemnification and Insurance.

Division A - General Provisions.

Section 10A-1-6.01 - Definitions. - In this division: (1) "Delegate" means a person who is...

Section 10A-1-6.02 - Application of Article. - This article does not apply to: general partnerships, limited liability...

Division B - Mandatory and Court Ordered Indemnification.

Section 10A-1-6.11 - Mandatory Indemnification. - (a) An enterprise shall indemnify a governing person or former...

Section 10A-1-6.12 - Court-Ordered Indemnification. - (a) On application of a governing person, former governing person,...

Section 10A-1-6.13 - Limitations in Governing Documents. - The certificate of formation of an enterprise may restrict the...

Division C - Permissive Indemnification and Advancement of Expenses.

Section 10A-1-6.21 - Permissive Indemnification. - (a) An enterprise may indemnify a governing person, former governing...

Section 10A-1-6.22 - General Scope of Permissive Indemnification. - (a) Except as otherwise provided by subsection (d) and subject...

Section 10A-1-6.23 - Manner for Determining Permissive Indemnification. - (a) Except as otherwise provided by subsections (b) and (c),...

Section 10A-1-6.24 - Advancement of Expenses. - (a) An enterprise may pay or reimburse reasonable expenses incurred...

Section 10A-1-6.25 - Indemnification and Advancement of Expenses to Persons Other Than Governing Persons. - (a) Notwithstanding any other provision of this chapter but subject...

Section 10A-1-6.26 - Permissive Indemnification of and Reimbursement of Expenses to Witnesses. - Notwithstanding any other provision of this chapter, an enterprise may...

Division D - Liability Insurance; Reporting Requirements.

Section 10A-1-6.31 - Insurance and Other Arrangements. - (a) Notwithstanding any other provision of this article, an enterprise...

Section 10A-1-6.32 - Reports of Indemnification and Advances. - (a) An enterprise shall report in writing to the owners...

Article 7 - Foreign Entities.

Division A - Registration.

Section 10A-1-7.01 - Foreign Entities Required to Register. - (a)(1) For purposes of this Article 7, the terms register,...

Section 10A-1-7.02 - Foreign Entities Not Required to Register. - (a) A foreign entity not described by Section 10A-1-7.01 (c)...

Section 10A-1-7.03 - Permissive Registration. - A foreign entity that is eligible under other law of...

Section 10A-1-7.04 - Registration Procedure. - (a)(1) A foreign entity described in Section 10A-1-7.01(c), other than...

Section 10A-1-7.05 - Effect of Registration. - (a) The application for registration of a foreign entity and...

Section 10A-1-7.06 - Amendments to Registration. - (a) If any statement in an application for registration or...

Section 10A-1-7.07 - Entity Name. - If the name of a foreign entity does not satisfy...

Division B - Withdrawal.

Section 10A-1-7.11 - Voluntary Withdrawal of Registration. - (a) A foreign entity registered in this state may withdraw...

Section 10A-1-7.12 - Grounds for Revocation. - The Secretary of State may commence a proceeding under Section...

Section 10A-1-7.13 - Procedure for and Effect of Revocation. - (a) If the Secretary of State determines that one or...

Section 10A-1-7.14 - Appeal From Revocation. - (a) A foreign entity may appeal the Secretary of State's...

Division C - Consequences of Transacting Business Without Registering.

Section 10A-1-7.21 - Transaction of Business Without Registration; Generally. - (a) A foreign entity transacting business in this state, except...

Section 10A-1-7.22 - Transaction of Business Without Registration; Actions to Restrain. - (a) The failure of a foreign filing entity to register...

Section 10A-1-7.23 - Late Filing Fee. - The Secretary of State may collect from a foreign filing...

Section 10A-1-7.24 - Requirements of Other Law. - This article does not excuse a foreign filing entity from...

Division D - Business, Rights, and Obligations.

Section 10A-1-7.31 - Business of Foreign Entity. - A foreign entity may not conduct in this state a...

Section 10A-1-7.32 - Rights and Privileges. - A foreign entity with a registration under this article enjoys...

Section 10A-1-7.33 - Obligations and Liabilities. - Repealed by Act 2018-125, §7, effective January 1, 2019.

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...

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...

Section 10A-1-7.36 - Right of Eminent Domain. - Foreign entities that have complied with the constitution and laws...

Section 10A-1-7.37 - Extension of Lines, Tracks, Ways, or Works Into State. - Any foreign entity which has complied with the constitution and...

Division E - Miscellaneous Provisions.

Section 10A-1-7.41 - Applicability of This Title to Certain Foreign Entities. - (a) Except as otherwise provided by a statute described by...

Article 8 - Conversions and Mergers.

Section 10A-1-8.01 - Conversion of Business and Nonprofit Entities. - (a) A conversion of an entity may be accomplished as...

Section 10A-1-8.02 - Mergers of Entities. - (a) A merger of two or more entities, whether the...

Section 10A-1-8.03 - Nonexclusive Application of Article. - This article is not exclusive. This article does not preclude...

Section 10A-1-8.04 - Merger With or Conversion From a Foreign Entity. - (a) One or more foreign entities may merge with one...

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. - This article does not apply to business corporations, limited liability...

Section 10A-1-9.02 - Definitions. - In this article, the following terms have the following meanings:...

Division B - 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...

Section 10A-1-9.12 - Winding Up Procedures. - (a) As soon as reasonably practicable after a domestic entity...

Division C - Provisions for Known and Unknown Claims.

Section 10A-1-9.21 - Known Claims Against Dissolved Domestic Entity. - (a) A dissolved domestic entity may dispose of the known...

Section 10A-1-9.22 - Unknown Claims Against Dissolved Domestic Entity. - (a) A dissolved domestic entity may publish notice of its...

Division D - Revocation and Reinstatement.

Section 10A-1-9.31 - Revocation of Voluntary Winding Up. - (a) A domestic entity may revoke a voluntary decision to...

Section 10A-1-9.32 - Reinstatement. - In addition to the grounds for reinstating a dissolved entity...

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Code of Alabama Title 10A - Alabama Business and Nonprofit Entities Code. Chapter 1 - General Provisions.

Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 1 - General Provisions.