Subset (2)

all_codes · 1.84M rows

Split (1)

train · 1.84M rows

Subsets and Splits

Unemployment Word Count by State

Calculates the total word count of documents related to unemployment in each state, revealing insights into the volume of unemployment-related content by location.

CO Title 8 Word Count

Calculates the total number of words in the content of entries related to 'Title 8' in Colorado, providing insight into the volume of text data available for that specific category and state.

url stringlengths 42 388	state stringclasses 50 values	path stringlengths 83 10.4k	title stringlengths 34 2.24k	content stringlengths 0 2.39M
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-3/division-a/section-10a-1-3-06/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 3 - Formation and Governance.›Division A - Formation, Existence, and Certificate.›Section 10A-1-3.06 - Filings in Case of Merger or Conversion.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division A - Formation, Existence, and Certificate. › Section 10A-1-3.06 - Filings in Case of Merger or Conversion.	Section 10A-1-3.06 Filings in case of merger or conversion. Unless provided otherwise in a chapter of this title governing an entity, the formation and existence of a domestic entity that is a converted entity in a conversion or that is to be created pursuant to a plan of merger takes effect and commences on the effectiveness of the conversion or merger, as appropriate. (Act 2009-513, p. 967, §13; Act 2018-125, §1; Act 2019-94, §2.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-3/division-a/section-10a-1-3-07/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 3 - Formation and Governance.›Division A - Formation, Existence, and Certificate.›Section 10A-1-3.07 - Certificate of Existence or Registration.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division A - Formation, Existence, and Certificate. › Section 10A-1-3.07 - Certificate of Existence or Registration.	Section 10A-1-3.07 Certificate of existence or registration. Unless provided otherwise in a chapter of this title governing an entity: (a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a filing entity if the filing instruments filed with the Secretary of State show that the filing entity has been formed under the laws of this state. A certificate of existence shall reflect only the information on file with the Secretary of State. A certificate of existence must state: (1) the filing entity's name; (2) that the filing entity was formed under the laws of this state and the date of formation; (3) whether the filing entity has delivered to the Secretary of State for filing a certificate of dissolution; (4) whether the filing entity has delivered to the Secretary of State for filing a certificate of reinstatement; (5) the unique identifying number or other designation of the filing entity as assigned by the Secretary of State; and (6) other facts of record in the office of the Secretary of State that are specified by the person requesting the certificate. (b) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of registration for a foreign entity if the filing instruments of that foreign entity filed with the Secretary of State show that the Secretary of State has filed an application for registration for authority to transact business in this state and the registration has not been revoked, withdrawn, or terminated. A certificate of registration must state: (1) the foreign entity's name and any alternate name adopted for use in this state; (2) that the foreign entity is authorized to transact business in this state; (3) that the Secretary of State has not revoked the foreign entity's registration; (4) that the foreign entity has not filed with the Secretary of State a certificate of withdrawal or otherwise terminated its registration; (5) the unique identifying number or other designation of the foreign entity as assigned by the Secretary of State; and (6) other facts of record in the office of the Secretary of State that are specified by the person requesting the certificate. (c) Subject to any qualification stated in the certificate, a certificate of existence or certificate of registration issued by the Secretary of State is conclusive evidence that the filing entity is in existence or the foreign filing entity is authorized to transact business in this state. (d) The Secretary of State shall not be required to issue a certificate of existence for a filing entity if the records of the Secretary of State do not show that the filing entity has been formed under the laws of this state. The Secretary of State shall furnish a certificate of existence upon the filing entity delivering to the Secretary of State a certificate of information which must list and attach certified copies of all filing instruments as to the entity which (i) were previously filed with a filing officer other than the Secretary of State, (ii) are not in the records of the Secretary of State, and (iii) prove that the filing entity was formed under the laws of this state. (Act 2020-73, §2.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-3/division-a/section-10a-1-3-08/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 3 - Formation and Governance.›Division A - Formation, Existence, and Certificate.›Section 10A-1-3.08 - Filings Before January 1, 2021.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division A - Formation, Existence, and Certificate. › Section 10A-1-3.08 - Filings Before January 1, 2021.	Section 10A-1-3.08 Filings before January 1, 2021. (a) Filing instruments that (i) were required or permitted to be delivered for filing to a filing officer other than the Secretary of State prior to January 1, 2021, (ii) were delivered for filing to a filing officer other than the Secretary of State prior to January 1, 2021, (iii) were accepted by that filing officer and filed by that filing officer prior to January 1, 2021, and (iv) would, if they were delivered for filing on or after January 1, 2021, be required or permitted to be delivered to the Secretary of State for filing shall: (1) remain in full force and effect until amended, restated, revoked, or otherwise altered by a filing instrument filed with the Secretary of State for that purpose; and (2) not be affected as to their validity on or after January 1, 2021, solely by reason of the change of location of filings for similar filing instruments on or after January 1, 2021, to the office of the Secretary of State. (b) A filing entity that has one or more filing instruments that are described in clauses (i) through (iv) of subsection (a) and that are not in the records of the Secretary of State, may, but is not required to, deliver to the Secretary of State for filing on or after January 1, 2021, a certificate of information listing and attaching certified copies of all of the above-described filing instruments of that entity. (Act 2020-73, §2.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-3/division-b/section-10a-1-3-11/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 3 - Formation and Governance.›Division B - Amendments and Restatements of Certificate of Formation.›Section 10A-1-3.11 - Right to Amend Certificate of Formation.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division B - Amendments and Restatements of Certificate of Formation. › Section 10A-1-3.11 - Right to Amend Certificate of Formation.	Section 10A-1-3.11 Right to amend certificate of formation. (a) A filing entity may amend its certificate of formation. (b) An amended certificate of formation may contain only provisions that: (1) would be permitted at the time of the amendment if the amended certificate of formation were a newly filed original certificate of formation; or (2) effect a change, exchange, reclassification, or cancellation in the membership or ownership interests or the rights of owners or members of the filing entity. (Acts 1984, No. 84-290, p. 502, §36; §10-3A-80; amended and renumbered by Act 2009-513, p. 967, §15.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-3/division-b/section-10a-1-3-12/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 3 - Formation and Governance.›Division B - Amendments and Restatements of Certificate of Formation.›Section 10A-1-3.12 - Procedures to Amend Certificate of Formation.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division B - Amendments and Restatements of Certificate of Formation. › Section 10A-1-3.12 - Procedures to Amend Certificate of Formation.	Section 10A-1-3.12 Procedures to amend certificate of formation. (a) The procedure to adopt an amendment to the certificate of formation is as provided by the chapter of this title which applies to the entity, provided that unless the governing documents of the entity or the chapter of this title which applies to the entity provide otherwise, the governing authorities of the entity shall have the power, without owner or member action, to adopt one or more amendments to the entity's certificate of formation: (1) to delete the name and address of organizers or persons listed in the original certificate of formation as initial governing persons, other than the name and address of each general partner of a limited partnership; (2) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State; (3) to change the entity name by adding, deleting, or changing a geographical attribution in the name, or by substituting: a. in the case of a corporation, the word "corporation" or "incorporated" or an abbreviation of one of the words for a similar word or abbreviation; b. in the case of a professional corporation, the words "professional corporation" for the abbreviation thereof, or the abbreviation for the words; c. in the case of a professional association in existence on December 31, 1983, the words "professional association" for the abbreviation thereof, or the abbreviation for the words; d. in the case of a limited partnership, the word "limited" or "limited partnership" or an abbreviation of one of the words for a similar word or abbreviation; e. in the case of a limited liability company, the words "limited liability company" for the abbreviation thereof, or the abbreviation for the words; or (4) to make any other change to the certificate of formation expressly permitted by this title to be made without owner or member action. (b) A filing entity that amends its certificate of formation shall sign and file, in the manner required by Article 4, a certificate of amendment complying with Section 10A-1-3.13 or a restated certificate of formation complying with Section 10A-1-3.17. (Act 2009-513, p. 967, §16.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-3/division-b/section-10a-1-3-13/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 3 - Formation and Governance.›Division B - Amendments and Restatements of Certificate of Formation.›Section 10A-1-3.13 - Certificate of Amendment.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division B - Amendments and Restatements of Certificate of Formation. › Section 10A-1-3.13 - Certificate of Amendment.	Section 10A-1-3.13 Certificate of amendment. A certificate of amendment for a filing entity must state: (1) the name of the filing entity; (2) the type of the filing entity; (3) the date of filing of the certificate of formation, and of all prior amendments and the filing office or offices where filed; (4) for each provision of the certificate of formation that is added, altered, or deleted, an identification by reference or description of the added, altered, or deleted provision and, if the provision is added or altered, a statement of the text of the amended or added provision; (5) that the amendment or amendments have been approved in the manner required by this title and the governing documents of the entity; and (6) all other information required by the provisions of this title applicable to the filing entity to be in the certificate of amendment. (Act 2009-513, p. 967, §16.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-3/division-b/section-10a-1-3-14/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 3 - Formation and Governance.›Division B - Amendments and Restatements of Certificate of Formation.›Section 10A-1-3.14 - Effect of Filing Certificate of Amendment.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division B - Amendments and Restatements of Certificate of Formation. › Section 10A-1-3.14 - Effect of Filing Certificate of Amendment.	Section 10A-1-3.14 Effect of filing certificate of amendment. (a) An amendment to a certificate of formation takes effect when the filing of the certificate of amendment takes effect as provided by Article 4. (b) An amendment to a certificate of formation does not affect: (1) an existing cause of action in favor of or against the entity for which the certificate of amendment is sought; (2) a pending suit to which the entity is a party; or (3) an existing right of a person other than an existing owner. (c) If the name of an entity is changed by amendment, an action brought by or against the entity in the former name of the entity does not abate because of the name change. (Act 2009-513, p. 967, §16.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-3/division-b/section-10a-1-3-15/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 3 - Formation and Governance.›Division B - Amendments and Restatements of Certificate of Formation.›Section 10A-1-3.15 - Right to Restate Certificate of Formation.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division B - Amendments and Restatements of Certificate of Formation. › Section 10A-1-3.15 - Right to Restate Certificate of Formation.	Section 10A-1-3.15 Right to restate certificate of formation. (a) A filing entity may restate its certificate of formation. (b) An amendment effected by a restated certificate of formation must comply with Section 10A-1-3.11(b). (Act 2009-513, p. 967, §16.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-3/division-b/section-10a-1-3-16/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 3 - Formation and Governance.›Division B - Amendments and Restatements of Certificate of Formation.›Section 10A-1-3.16 - Procedures to Restate Certificate of Formation.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division B - Amendments and Restatements of Certificate of Formation. › Section 10A-1-3.16 - Procedures to Restate Certificate of Formation.	Section 10A-1-3.16 Procedures to restate certificate of formation. (a) The procedure to adopt a restated certificate of formation is governed by the chapter of this title which applies to the entity. (b) A filing entity that restates its certificate of formation shall sign and file, in the manner required by Article 4, a restated certificate of formation and accompanying statements complying with Section 10A-1-3.17. (Act 2009-513, p. 967, §16.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-3/division-b/section-10a-1-3-17/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 3 - Formation and Governance.›Division B - Amendments and Restatements of Certificate of Formation.›Section 10A-1-3.17 - Restated Certificate of Formation.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division B - Amendments and Restatements of Certificate of Formation. › Section 10A-1-3.17 - Restated Certificate of Formation.	Section 10A-1-3.17 Restated certificate of formation. (a) A restated certificate of formation must accurately state the text of the previous certificate of formation, regardless of whether the certificate of formation is an original, corrected, or restated certificate, and include: (1) each previous amendment to the certificate being restated that is carried forward; and (2) each new amendment to the certificate being restated. (b) A restated certificate of formation may omit: (1) the name and address of each organizer other than the name and address of each general partner of a limited partnership; and (2) any other information that may be omitted under the provisions of this title applicable to the filing entity. (c) A restated certificate of formation that does not make new amendments requiring owner approval to the certificate of formation being restated must be accompanied by: (1) a statement that (i) the restated certificate of formation accurately states the text of the certificate of formation being restated, as amended, restated, and corrected, except for information omitted under subsection (b), (ii) the restated certificate does not make new amendments requiring owner approval, and (iii) the governing persons have adopted the restatement in the manner required by this title and the governing documents of the entity; and (2) any other information required by other provisions of this title applicable to the filing entity. (d) A restated certificate of formation that makes new amendments requiring owner approval to the certificate of formation being restated must: (1) be accompanied by a statement that each new amendment has been made in accordance with this title; (2) identify by reference or description each added, altered, or deleted provision; (3) be accompanied by a statement that each amendment has been approved in the manner required by this title and the governing documents of the entity, including any information required by this article to be set forth in an amendment to the certificate of formation as to the owner approval of the amendment; (4) be accompanied by a statement that the restated certificate of formation: (A) accurately states the text of the certificate of formation being restated and each amendment to the certificate of formation being restated that is in effect, as further amended by the restated certificate of formation; and (B) does not contain any other change in the certificate of formation being restated except for information omitted under subsection (b); and (5) include any other information required by the chapter of this title applicable to the entity. (Act 2009-513, p. 967, §16; Act 2018-125, §1.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-3/division-b/section-10a-1-3-18/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 3 - Formation and Governance.›Division B - Amendments and Restatements of Certificate of Formation.›Section 10A-1-3.18 - Effect of Filing of Restated Certificate of Formation.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division B - Amendments and Restatements of Certificate of Formation. › Section 10A-1-3.18 - Effect of Filing of Restated Certificate of Formation.	Section 10A-1-3.18 Effect of filing of restated certificate of formation. (a) A restated certificate of formation takes effect when the filing of the restated certificate of formation takes effect as provided by Article 4. (b) On the date the restated certificate of formation takes effect, the original certificate of formation and each prior amendment or restatement of the certificate of formation is superseded and the restated certificate of formation is the effective certificate of formation. (c) Section 10A-1-3.14(b) and (c) apply to an amendment effected by a restated certificate of formation. (Act 2009-513, p. 967, §16.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-3/division-c/section-10a-1-3-21/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 3 - Formation and Governance.›Division C - Governing Persons and Officers.›Section 10A-1-3.21 - Rights of Governing Persons in Certain Cases.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division C - Governing Persons and Officers. › Section 10A-1-3.21 - Rights of Governing Persons in Certain Cases.	Section 10A-1-3.21 Rights of governing persons in certain cases. (a) In discharging a duty or exercising a power, a governing person, including a governing person who is a member of a committee, in good faith and with ordinary care, may rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning a domestic entity or another person and prepared or presented by: (1) an officer or employee of the entity; (2) legal counsel; (3) a public accountant or certified public accountant; (4) an investment banker; (5) a person who the governing person reasonably believes possesses professional expertise in the matter; or (6) a committee of the governing authority of which the governing person is not a member. (b) A governing person may not in good faith rely on the information described by subsection (a) if the governing person has knowledge of a matter that makes the reliance unwarranted. (c) A governing person held liable on a claim is entitled to contribution from each of the other governing persons held liable on the same claim, as appropriate to achieve equity. (Act 2009-513, p. 967, §18.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-3/division-c/section-10a-1-3-22/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 3 - Formation and Governance.›Division C - Governing Persons and Officers.›Section 10A-1-3.22 - Officers.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division C - Governing Persons and Officers. › Section 10A-1-3.22 - Officers.	Section 10A-1-3.22 Officers. (a) Officers of a domestic entity may be elected or appointed in accordance with the governing documents of the entity or by the governing authority of the entity unless prohibited by the governing documents. (b) An officer of an entity shall perform the duties in the management of the entity and has the authority as provided by the governing documents of the entity or by the governing authority that elects or appoints the officer. (c) A person may simultaneously hold any two or more offices of an entity unless prohibited by this title or the governing documents of the entity. (Act 2009-513, p. 967, §18.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-3/division-c/section-10a-1-3-23/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 3 - Formation and Governance.›Division C - Governing Persons and Officers.›Section 10A-1-3.23 - Removal of Officers.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division C - Governing Persons and Officers. › Section 10A-1-3.23 - Removal of Officers.	Section 10A-1-3.23 Removal of officers. (a) Unless otherwise provided by the governing documents of a domestic entity, an officer may be removed for or without cause by the governing authority or as provided by the governing documents of the entity. The removal of an officer does not prejudice any contract rights of the person removed. (b) Election or appointment of an officer does not by itself create contract rights. (Act 2009-513, p. 967, §18.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-3/division-c/section-10a-1-3-24/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 3 - Formation and Governance.›Division C - Governing Persons and Officers.›Section 10A-1-3.24 - Rights of Officers in Certain Cases.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division C - Governing Persons and Officers. › Section 10A-1-3.24 - Rights of Officers in Certain Cases.	Section 10A-1-3.24 Rights of officers in certain cases. (a) In discharging a duty or exercising a power, an officer of a domestic entity, in good faith and ordinary care, may rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the entity or another person and prepared or presented by: (1) another officer or an employee of the entity; (2) legal counsel; (3) a public accountant or certified public accountant; (4) an investment banker; or (5) a person who the officer reasonably believes possesses professional expertise in the matter. (b) An officer may not in good faith rely on the information described by subsection (a) if the officer has knowledge of a matter that makes the reliance unwarranted. (Act 2009-513, p. 967, §18.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-3/division-d/section-10a-1-3-31/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 3 - Formation and Governance.›Division D - Recordkeeping.›Section 10A-1-3.31 - Books and Records for Domestic Entities.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division D - Recordkeeping. › Section 10A-1-3.31 - Books and Records for Domestic Entities.	Section 10A-1-3.31 Books and records for domestic entities. Each domestic entity covered shall keep the records as required by its governing documents or the chapter of this title applicable to the entity. (Act 2009-513, p. 967, §20.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-3/division-d/section-10a-1-3-32/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 3 - Formation and Governance.›Division D - Recordkeeping.›Section 10A-1-3.32 - Right of Inspection and Access by Certain Domestic Entities.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division D - Recordkeeping. › Section 10A-1-3.32 - Right of Inspection and Access by Certain Domestic Entities.	Section 10A-1-3.32 Right of inspection and access by certain domestic entities. (a) This section applies to domestic entities other than (i) corporations formed pursuant to or governed by Chapter 2A or Chapter 4, and real estate investment trusts formed pursuant to or governed by Chapter 10, each of which is governed by the separate recordkeeping requirements and record inspections provisions of Chapter 2A and (ii) nonprofit corporations formed pursuant to or governed by Chapter 3, limited liability companies formed pursuant to or governed by Chapter 5A, general partnerships formed pursuant to or governed by Chapter 8A, and limited partnerships formed pursuant to or governed by Chapter 9A, each of which are governed by the separate recordkeeping requirements and record inspection provisions set forth in each entity's respective chapter governing that entity. (b) With respect to a domestic entity covered by this section, the books and records maintained under the chapter of this title applicable to that entity and any other books and records of that entity, wherever situated, are subject to inspection and copying at the reasonable request, and at the expense of, any owner or member or the owner's or member's agent or attorney during regular business hours. The right of access extends to the legal representative of a deceased owner or member or owner or member under legal disability. The entity shall also provide former owners and members with access to its books and records pertaining to the period during which they were owners or members. (c) The governing documents of a domestic entity may not unreasonably restrict an owner's or member's right to information or access to books and records. (d) Any agent or governing person of a domestic entity who, without reasonable cause, refuses to allow any owner or member or the owner's or member's agent or legal counsel to inspect any books or records of that entity shall be personally liable to the agent or member for a penalty in an amount not to exceed 10 percent of the fair market value of the ownership interest of the owner or member, in addition to any other damages or remedy. (Act 2009-513, p. 967, §20; Act 2018-125, §1; Act 2019-94, §2; Act 2020-73, §3.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-3/division-d/section-10a-1-3-33/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 3 - Formation and Governance.›Division D - Recordkeeping.›Section 10A-1-3.33 - Right of Inspection and Access by Governing Persons.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division D - Recordkeeping. › Section 10A-1-3.33 - Right of Inspection and Access by Governing Persons.	Section 10A-1-3.33 Right of inspection and access by governing persons. (a) An entity described in subsection (e) shall provide governing persons and their agents and attorneys access to its books and records, including the books and records required to be maintained under the chapter of this title applicable to the entity and other books and records of the entity for any purpose reasonably related to the governing person's service as a governing person. The right of access shall include the right to inspect and copy books and records during ordinary business hours. An entity may impose a reasonable charge covering the costs of labor and material for copies of documents furnished. (b) An entity described in subsection (e) shall furnish to a governing person both of the following: (1) Without demand, any information concerning the entity's business and affairs reasonably required for the proper exercise of the governing person's rights and duties under the entity's governing documents or this title. (2) On demand, any other information concerning the entity's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. (c) A court may require an entity described in subsection (e) to open the books and records of the entity, including the books and records required to be maintained by the entity under the chapter of this title applicable to the entity, to permit a governing person to inspect, make copies of, or take extracts from the books and records or may require an entity to furnish the governing person with information concerning the entity's business and affairs on a showing by the governing person of all of the following: (1) The person is a governing person of the entity. (2) The person's purpose for inspecting the entity's books and records under subsection (a) or in obtaining information as to the entity's business and affairs under subdivision (b)(1) is reasonably related to the person's service as a governing person or, in the case of information as to the entity's business and affairs demanded under subdivision (b)(2), that neither the demand nor the information demanded is unreasonable or otherwise improper under the circumstances. (3) In the case of information as to the entity's business and affairs described in subdivision (b)(2), the person has made demand for the information. (4) The entity refused the person's access to the books and records or to furnish information as to the entity's business and affairs. (d) A court may award a governing person of an entity described in subsection (e) attorney fees and any other proper relief in a suit under subsection (c) to require an entity to open its books and records. (e) This section shall apply to domestic entities covered by Section 10A-1-3.32 and domestic entities formed pursuant to or governed by Chapter 10. (Act 2009-513, p. 967, §20; Act 2018-125, §1; Act 2019-304, §1; Act 2020-73, §3.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-3/division-e/section-10a-1-3-41/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 3 - Formation and Governance.›Division E - Certificates Representing Ownership Interest.›Section 10A-1-3.41 - Certificated or Uncertificated Ownership Interest.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division E - Certificates Representing Ownership Interest. › Section 10A-1-3.41 - Certificated or Uncertificated Ownership Interest.	Section 10A-1-3.41 Certificated or uncertificated ownership interest. (a) Ownership interests in a domestic entity may be certificated or uncertificated. (b) The ownership interests in a business corporation, real estate investment trust, or professional corporation must be certificated unless the governing documents of the entity or a resolution adopted by the governing authority of the entity states that the ownership interests are uncertificated. If a domestic entity changes the form of its ownership interests from certificated to uncertificated, a certificated ownership interest subject to the change becomes an uncertificated ownership interest only after the certificate is surrendered to the domestic entity. (c) Ownership interests in a domestic entity, other than a domestic entity described in subsection (b), are uncertificated unless this title or the governing documents of the domestic entity state that the interests are certificated. (d) Unless an entity's chapter specifically provides otherwise, no certificate of a certificated ownership interest shall be issued in bearer form. (Act 2009-513, p. 967, §22; Act 2018-125, §1.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-3/division-e/section-10a-1-3-42/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 3 - Formation and Governance.›Division E - Certificates Representing Ownership Interest.›Section 10A-1-3.42 - Form and Validity of Certificates; Enforcement of Entity's Rights; Abbreviation...	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division E - Certificates Representing Ownership Interest. › Section 10A-1-3.42 - Form and Validity of Certificates; Enforcement of Entity's Rights; Abbreviations.	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 contain an impression of the seal of the entity, if any. A facsimile of the entity's seal may be printed or lithographed on the certificate. (b) If a domestic entity is authorized to issue ownership interests of more than one class or series, each certificate representing ownership interests that is issued by the entity must conspicuously state on the front or back of the certificate: (1) the designations, preferences, limitations, and relative rights of the ownership interests of each class or series to the extent they have been determined and the authority of the governing authority to make those determinations as to subsequent classes or series; or (2) that the information required by subsection (1) is stated in the domestic entity's governing documents and that the domestic entity, on written request to the entity's principal office or registered office, will provide a free copy of that information to the record holder of the certificate. (c) A certificate representing ownership interests must state on the front of the certificate: (1) that the domestic entity is organized under the laws of this state; (2) the name of the person to whom the certificate is issued; (3) the number and class of ownership interests and the designation of the series, if any, represented by the certificate; and (4) if the ownership interests are shares, the par value of each share represented by the certificate, or a statement that the shares are without par value. (d) A certificate representing ownership interests that is subject to a restriction, placed by or agreed to by the domestic entity pursuant to this title on the transfer or registration of the transfer of the ownership interests must conspicuously note the existence of the restriction on the front or back of the certificate. Even if not so noted, a restriction is enforceable against a person with actual knowledge of the restriction. (e) Abbreviations may be used in the inscribing of certificates representing ownership interests. Without limiting the use of other abbreviations, however, the following or substantially similar abbreviations may be used in the inscribing of such certificates, and shall be construed as though they were written out in full and shall be accorded the meaning ascribed herein. Abbreviation: Meaning: TEN COM As tenants in common. JTWROS As joint tenants with rights of survivorship and not as tenants in common. JT TEN As joint tenants with rights of survivorship and not as tenants in common. CUSTODIAN FOR, UTMA As custodian for______(name of minor) under the Uniform Transfers to Minors Act. (Act 2009-513, p. 967, §22; Act 2018-125, §1; Act 2019-94, §2; Act 2020-73, §3.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-3/division-e/section-10a-1-3-43/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 3 - Formation and Governance.›Division E - Certificates Representing Ownership Interest.›Section 10A-1-3.43 - Signature Requirement.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division E - Certificates Representing Ownership Interest. › Section 10A-1-3.43 - Signature Requirement.	Section 10A-1-3.43 Signature requirement. (a) The managerial official or officials of a domestic entity authorized by the governing documents of the entity to sign certificated ownership interests of the entity must sign any certificate representing an ownership interest in the entity. (b) A certificated ownership interest that contains the manual or facsimile signature of a person who is no longer a managerial official of a domestic entity when the certificate is issued may be issued by the entity in the same manner and with the same effect as if the person had remained a managerial official. (Act 2009-513, p. 967, §22.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-3/division-e/section-10a-1-3-44/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 3 - Formation and Governance.›Division E - Certificates Representing Ownership Interest.›Section 10A-1-3.44 - Delivery Requirement.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division E - Certificates Representing Ownership Interest. › Section 10A-1-3.44 - Delivery Requirement.	Section 10A-1-3.44 Delivery requirement. A domestic entity shall deliver to the owner thereof a certificate representing a certificated ownership interest to which the owner is entitled. (Act 2009-513, p. 967, §22.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-3/division-e/section-10a-1-3-45/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 3 - Formation and Governance.›Division E - Certificates Representing Ownership Interest.›Section 10A-1-3.45 - Notice for Uncertificated Ownership Interest.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 3 - Formation and Governance. › Division E - Certificates Representing Ownership Interest. › Section 10A-1-3.45 - Notice for Uncertificated Ownership Interest.	Section 10A-1-3.45 Notice for uncertificated ownership interest. (a) Except as otherwise provided in subsection (c) and in accordance with Article 8 of Title 7, after issuing or transferring an uncertificated ownership interest, a domestic entity shall notify the owner of the ownership interest in writing of any information required under this division to be stated on a certificate representing the ownership interest. (b) Except as otherwise expressly provided by law, the rights and obligations of the owner of an uncertificated ownership interest are the same as the rights and obligations of the owner of a certificated ownership interest of the same class and series. (c) A domestic entity is not required to send a notice under subsection (a) if: (1) the required information is included in the governing documents of the entity; and (2) the owner of the uncertificated ownership interest is provided with a copy of the governing documents. (Act 2009-513, p. 967, §22.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-4/division-a/section-10a-1-4-01/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 4 - Filings.›Division A - General Provisions.›Section 10A-1-4.01 - Filing Instrument Requirements.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division A - General Provisions. › Section 10A-1-4.01 - Filing Instrument Requirements.	Section 10A-1-4.01 Filing instrument requirements. (a) A filing instrument must: (1) be typewritten, printed, or electronically transmitted. If a filing instrument is electronically transmitted, the filing instrument shall be in a format that can be retrieved or reproduced in typewritten or printed form. (2) be in the English language. A name may be in a language other than English if written in English letters or Arabic or Roman numerals. A filing instrument not in English shall be accompanied by an English translation reasonably authenticated to the satisfaction of the filing officer. If a filing instrument is not in English but is accompanied by an English translation authenticated to the satisfaction of the filing officer, then the filing instrument and the English translation shall collectively be considered one filing instrument, however, for all purposes of the laws of this state, the English translation shall govern. (3) be signed by the person or persons required by this title or the applicable chapter to execute, and to verify, if required by the applicable chapter, the filing instrument; and (4) if delivered to the Secretary of State for filing, state the unique identifying number or other designation as assigned by the Secretary of State to the entity or entities referenced in the filing instrument if a unique identifying number or other designation has been assigned; and (5) be delivered to the filing officer for filing. Delivery may be made in person, by mail, by courier, or if delivered to the Secretary of State, by electronic transmission, and if delivered to a filing officer other than the Secretary of State, by electronic transmission if permitted by that filing officer. If the filing instrument is filed in typewritten or printed form and not transmitted electronically, the filing officer may require up to two exact or conformed copies be delivered with the filing instrument. (b) A filing instrument must comply with all provisions of this title. (c) A filing instrument that provides for the name of an entity, the change of the name of an entity, the reinstatement of an entity, or otherwise affects the name of an entity, must comply with Article 5 of this chapter. (d) A person authorized by this title to sign a filing instrument for an entity is not required to show evidence of the person's authority as a requirement for filing. (e) The execution of a filing instrument constitutes an affirmation by each person executing the instrument that the facts therein are true, under penalties for perjury prescribed by Section 13A-10-103 or its successor. (f) If a person required by this title to sign a writing or deliver a writing to a filing officer for filing under this title does not do so, any other person that is aggrieved by that failure may petition the designated court, and if none, the circuit court for the county in which the entity's principal office is located in this state, and if none in this state, the circuit court for the county in which the entity's most recent registered office is located, to order: (1) the person to sign the writing; (2) the person to deliver the writing to the filing officer for filing; or (3) the filing officer to file the writing unsigned. (g) If a petitioner under subsection (f) is not the entity to whom the writing pertains, the petitioner shall make the entity a party to the action. A person aggrieved under subsection (f) may seek the remedies provided in subsection (f) in a separate action against the person required to sign or deliver the writing, or as a part of any other action concerning the entity in which the person required to sign or deliver the writing, is made a party. (h) A writing filed unsigned pursuant to subsection (f) is effective without being signed. (i) A court may award reasonable expenses, including reasonable attorneys' fees, to the party or parties who prevail, in whole or in part, with respect to any claim made under subsection (f). (Act 2009-513, p. 967, §24; Act 2018-125, §1; Act 2019-94, §2; Act 2020-73, §3.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-4/division-a/section-10a-1-4-02/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 4 - Filings.›Division A - General Provisions.›Section 10A-1-4.02 - Delivery of Filing Instrument; Duties of Filing Officer; Fee; Automated Electro...	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division A - General Provisions. › Section 10A-1-4.02 - Delivery of Filing Instrument; Duties of Filing Officer; Fee; Automated Electronic System.	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 to be delivered to the Secretary of State for filing shall be delivered to the Secretary of State for filing. (b) A filing instrument required or permitted by this title to be delivered to the judge of probate for filing shall be delivered to the judge of probate for filing. (c) If a provision of this title does not specify which filing officer a filing instrument is to be delivered to for filing, that filing instrument shall be delivered to the Secretary of State for filing. (d) If the filing officer finds that a filing instrument delivered to the filing officer for filing substantially conforms to the provisions of this title that apply to that filing instrument and that all required fees have been paid, the filing officer shall file it immediately upon delivery by: (1) recording that filing instrument as filed, together with the name and official title of the filing officer and the date and time of receipt on the instrument and all copies required hereunder and on the receipt for the filing fee; (2) accepting that filing instrument into the filing system adopted by the filing officer and assigning the instrument a date and time of filing; and (3) delivering a copy of that filing instrument, indicating the date and time of the filing on the copy along with the filing fee receipt to the entity or its representative. (e) The filing fee to be collected by the filing officer shall be paid or provision for payment shall be made in a manner permitted by the filing officer. The filing officer may accept payment of the correct amount due by check, credit card, charge card, or similar method. If the amount due is tendered by any method other than cash, the liability shall not be finally discharged until the filing officer receives final irrevocable full payment of immediately available funds. If after five consecutive calendar days prior notice by the filing officer to the entity or person who delivered a filing instrument for filing for which the filing fee was not received in final irrevocable full payment of immediately available funds, then the filing officer may declare the filing instrument to be null and void and of no legal effect as if it had never been filed and may remove the filing instrument from the records of the filing officer. (f) If the filing officer refuses to file a filing instrument, the filing officer shall return it to the entity or its representative within five consecutive calendar days after the filing instrument was delivered to the filing officer for filing, together with a brief, written explanation of the reason for the refusal. (g) Delivery by a filing officer of an acknowledgement of filing, receipt for the filing fee, an explanation for the reason a filing instrument was not filed, notice that a filing fee was not made in final irrevocable full payment of immediately available funds, or other communication as to a filing instrument delivered for filing to that filing officer may be accomplished by mail, courier, or electronic transmission. (h) The duty of the filing officer to file filing instruments pursuant to this title is ministerial. Filing or refusing to file a filing instrument by the filing officer does not: (1) affect the validity or invalidity of the filing instrument in whole or in part; (2) relate to the correctness or incorrectness of information contained in the filing instrument; or (3) create a presumption that the filing instrument is valid or invalid or that information contained in the filing instrument is correct or incorrect. (i) The Secretary of State shall assign a unique identifying number to each domestic entity and each foreign filing entity for which the Secretary of State has filed or files a filing instrument and shall keep: (1) an alphabetical list of those domestic entities and foreign filing entities; (2) with respect to those domestic entities and foreign filing entities, all filing instruments and any other document required or permitted to be delivered to the Secretary of State for filing pursuant to this title; and (3) the data contained in those filing instruments. (j) The Secretary of State shall establish and maintain an automated electronic system that enables: (i) the delivery, acceptance, and filing by electronic transmission of all filing instruments authorized or required by this title to be delivered to the Secretary of State for filing; (ii) all filing instruments to be in a form that complies with this title but does not require the filing instruments to be in a form adopted by or otherwise required by the Secretary of State; (iii) the delivery, acceptance, and filing of filing instruments by electronic transmission to occur 24 hours a day, seven days a week, each day of the year, including holidays and weekends; and (iv) each person delivering a filing instrument by means of electronic transmission to the Secretary of State for filing to receive from the Secretary of State immediate confirmation that the filing instrument has been delivered to, and accepted and filed by, the Secretary of State with that confirmation to include the information required in subsections (d)(1), (d)(2), and (d)(3), associated with that filing instrument, clearly set forth on a digital copy of that filing instrument. (k) If a filing instrument which is authorized or required to be delivered to the Secretary of State for filing by this title is delivered to the Secretary of State by means other than electronic transmission, and that filing instrument complies with the requirements of this title, then the Secretary of State shall: (i) file that filing instrument as of the date and time of the receipt of that filing instrument; (ii) confirm that the filing instrument has been delivered to, and accepted and filed by, the Secretary of State with that confirmation to include the information required in subsections (d)(1), (d)(2), and (d)(3), associated with that filing instrument, clearly set forth on a copy of that filing instrument; and (iii) either (A) place that confirmation and that copy of the filing instrument in the United States mail, postage prepaid, and properly addressed to the person who delivered that filing instrument to the Secretary of State, not later than the next business day or (B) transmit that confirmation and that copy of the filing instrument by electronic transmission to the person who delivered that filing instrument to the Secretary of State, not later than the next business day. (l) Subject to subsection (e), a filing officer who has filed a filing instrument shall maintain that filing instrument in perpetuity. (Acts 1994, No. 94-245, p. 343, §1; Act 2000-705, p. 1442, §3; §10-2B-1.25; amended and renumbered by Act 2009-513, p. 967, §25; Act 2014-293, p. 1052, §1; Act 2018-125, §1; Act 2019-94, §2; Act 2020-73, §3; Act 2021-299, §1.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-4/division-a/section-10a-1-4-03/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 4 - Filings.›Division A - General Provisions.›Section 10A-1-4.03 - Time for Filing.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division A - General Provisions. › Section 10A-1-4.03 - Time for Filing.	Section 10A-1-4.03 Time for filing. Unless this title prescribes a specific period for filing, an entity shall promptly file each filing instrument that this title requires the entity to file. (Act 2009-513, p. 967, §26.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-4/division-a/section-10a-1-4-04/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 4 - Filings.›Division A - General Provisions.›Section 10A-1-4.04 - Certificates and Certified Copies.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division A - General Provisions. › Section 10A-1-4.04 - Certificates and Certified Copies.	Section 10A-1-4.04 Certificates and certified copies. (a) A court, public office, or official body shall accept a certificate issued as provided by this title by the filing officer or a copy of a filing instrument accepted by the filing officer for filing as provided by this title that is certified by the filing officer as prima facie evidence of the facts stated in the certificate or instrument. (b) A court, public office, or official body may record a certificate or certified copy described by subsection (a). (c) A court, public office, or official body shall accept a certificate issued under an official seal by the filing officer as to the existence or nonexistence of facts that relate to an entity that would not appear from a certified copy of a filing instrument as prima facie evidence of the existence or nonexistence of the facts stated in the certificate. (Act 2009-513, p. 967, §26; Act 2019-94, §2.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-4/division-a/section-10a-1-4-05/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 4 - Filings.›Division A - General Provisions.›Section 10A-1-4.05 - Forms Adopted by Secretary of State.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division A - General Provisions. › Section 10A-1-4.05 - Forms Adopted by Secretary of State.	Section 10A-1-4.05 Forms adopted by Secretary of State. (a) The Secretary of State may adopt forms for a filing instrument or a report authorized or required by this title to be filed with the Secretary of State. (b) A person is not required to use a form adopted by the Secretary of State. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-1.21; amended and renumbered by Act 2009-513, p. 967, §27; Act 2020-73, §3.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-4/division-a/section-10a-1-4-06/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 4 - Filings.›Division A - General Provisions.›Section 10A-1-4.06 - Powers of Filing Office.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division A - General Provisions. › Section 10A-1-4.06 - Powers of Filing Office.	Section 10A-1-4.06 Powers of filing office. Each filing officer shall have the powers reasonably necessary to perform the duties required of him or her by this title. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-1.30; amended and renumbered by Act 2009-513, p. 967, §27; Act 2019-94, §2.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-4/division-a/section-10a-1-4-07/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 4 - Filings.›Division A - General Provisions.›Section 10A-1-4.07 - Communication Between Filing Officer and Entity; Redaction of Information.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division A - General Provisions. › Section 10A-1-4.07 - Communication Between Filing Officer and Entity; Redaction of Information.	Section 10A-1-4.07 Communication between filing officer and entity; redaction of information. (a) Any communication from a filing officer to an entity may be accomplished by electronic transmission or by mail or courier to that entity's principal office address. (b) If any law prohibits the disclosure by a filing officer of information contained in a filing instrument delivered for filing, the filing officer shall file the filing instrument if it otherwise complies with the applicable law, but the filing officer may redact such information so that it is not available to the public. (Act 2020-73, §4.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-4/division-b/section-10a-1-4-11/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 4 - Filings.›Division B - When Filings Take Effect.›Section 10A-1-4.11 - General Rule.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division B - When Filings Take Effect. › Section 10A-1-4.11 - General Rule.	Section 10A-1-4.11 General rule. A filing instrument submitted to the filing officer takes effect on the date and time of the actual receipt by the filing officer, except as permitted by Section 10A-1-4.12 or as provided by the provisions of this title which apply to the entity making the filing or other law. (Act 2009-513, p. 967, §29; Act 2019-94, §2; Act 2020-73, §5.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-4/division-b/section-10a-1-4-12/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 4 - Filings.›Division B - When Filings Take Effect.›Section 10A-1-4.12 - Time and Date of Effectiveness for Certain Filings; Time Zones.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division B - When Filings Take Effect. › Section 10A-1-4.12 - Time and Date of Effectiveness for Certain Filings; Time Zones.	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 instrument may take effect at a specified date and time after the time the instrument would otherwise take effect as provided by this title for the entity filing the instrument. (b) If a filing instrument is to take effect on a specific date and time other than that provided by this title: (1) the date may not be later than the 90th day after the date the instrument is delivered to the filing officer for filing; (2) the specific time at which the instrument is to take effect may not be specified as "12:00 a.m." or "12:00 p.m."; and (3) if a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than 90 days after the date the instrument is delivered to the filing officer for filing. (c) If a filing instrument does not specify the time zone or the place at which a date or time, or both, is to be determined, the date or time, or both, at which it becomes effective shall be those prevailing at the place of filing in this state. (Act 2009-513, p. 967, §29; Act 2018-125, §1; Act 2020-73, §5.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-4/division-b/section-10a-1-4-13/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 4 - Filings.›Division B - When Filings Take Effect.›Section 10A-1-4.13 - Abandonment Before Effectiveness.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division B - When Filings Take Effect. › Section 10A-1-4.13 - Abandonment Before Effectiveness.	Section 10A-1-4.13 Abandonment before effectiveness. (a) The parties to a filing instrument may abandon the filing instrument if the instrument has not taken effect. (b) To abandon a filing instrument the parties to the instrument must file with the filing officer a certificate of abandonment. (c) A certificate of abandonment must: (1) be signed on behalf of each entity that is a party to the action or transaction by the person authorized by this title to act on behalf of the entity; (2) state the nature of the filing instrument to be abandoned, the date of the instrument, and the parties to the instrument; and (3) state that the filing instrument has been abandoned in accordance with the agreement of the parties. (d) On the filing of the certificate of abandonment, the action or transaction evidenced by the original filing instrument is abandoned and may not take effect. (e) If in the interim before a certificate of abandonment is filed, the name of an entity that is a party to the action or transaction becomes indistinguishable on the records of the Secretary of State from the name of another entity already on file or reserved or registered pursuant to this title, the filing officer may not file the certificate of abandonment unless the entity by or for whom the certificate is filed changes its name in the manner provided by this title for that entity. (Act 2009-513, p. 967, §29; Act 2019-94, §2.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-4/division-b/section-10a-1-4-14/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 4 - Filings.›Division B - When Filings Take Effect.›Section 10A-1-4.14 - Delayed Effectiveness Not Permitted.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division B - When Filings Take Effect. › Section 10A-1-4.14 - Delayed Effectiveness Not Permitted.	Section 10A-1-4.14 Delayed effectiveness not permitted. The effect of the following filing instruments may not be delayed: (1) a reservation of name as provided by Division B of Article 5; (2) a registration of name as provided by Division C of Article 5; or (3) a certificate of abandonment as provided by Section 10A-1-4.13. (Act 2009-513, p. 967, §29.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-4/division-b/section-10a-1-4-15/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 4 - Filings.›Division B - When Filings Take Effect.›Section 10A-1-4.15 - Acknowledgement of Filing With Delayed Effectiveness.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division B - When Filings Take Effect. › Section 10A-1-4.15 - Acknowledgement of Filing With Delayed Effectiveness.	Section 10A-1-4.15 Acknowledgement of filing with delayed effectiveness. An acknowledgment of filing issued or other action taken by the filing officer affirming the filing of a filing instrument that has a specific delayed effective date must state the date and time at which the instrument takes effect. (Act 2009-513, p. 967, §29; Act 2019-94, §2.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-4/division-c/section-10a-1-4-21/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 4 - Filings.›Division C - Correction and Amendment.›Section 10A-1-4.21 - Corrections of Filings.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division C - Correction and Amendment. › Section 10A-1-4.21 - Corrections of Filings.	Section 10A-1-4.21 Corrections of filings. (a) A filing instrument that has been filed with a filing officer that is an inaccurate record of the event or transaction evidenced in the instrument, that contains an inaccurate or erroneous statement, or that was defectively or erroneously signed, sealed, acknowledged, or verified may be corrected by filing a certificate of correction. (b) A certificate of correction must be signed by the person authorized by this title to act on behalf of the entity. (Act 2009-513, p. 967, §31; Act 2019-94, §2; Act 2020-73, §5.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-4/division-c/section-10a-1-4-22/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 4 - Filings.›Division C - Correction and Amendment.›Section 10A-1-4.22 - Limitation on Correction of Filings.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division C - Correction and Amendment. › Section 10A-1-4.22 - Limitation on Correction of Filings.	Section 10A-1-4.22 Limitation on correction of filings. A filing instrument may be corrected to contain only those statements that this title authorizes or requires to be included in the original instrument. A certificate of correction may not alter, add, or delete a statement that by its alteration, addition, or deletion would have caused the Secretary of State to determine the filing instrument did not conform to this title at the time of filing. (Act 2009-513, p. 967, §31.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-4/division-c/section-10a-1-4-23/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 4 - Filings.›Division C - Correction and Amendment.›Section 10A-1-4.23 - Certificate of Correction.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division C - Correction and Amendment. › Section 10A-1-4.23 - Certificate of Correction.	Section 10A-1-4.23 Certificate of correction. The certificate of correction must: (1) state the name of the entity; (2) identify the filing instrument to be corrected by description and date of filing with the filing officer; (3) identify the inaccuracy, error, or defect to be corrected; and (4) state in corrected form the portion of the filing instrument to be corrected. (Act 2009-513, p. 967, §31; Act 2019-94, §2.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-4/division-c/section-10a-1-4-24/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 4 - Filings.›Division C - Correction and Amendment.›Section 10A-1-4.24 - Filing Certificate of Correction.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division C - Correction and Amendment. › Section 10A-1-4.24 - Filing Certificate of Correction.	Section 10A-1-4.24 Filing certificate of correction. The certificate of correction shall be filed with and acted on by the filing officer as provided in Section 10A-1-4.02. (Act 2009-513, p. 967, §31; Act 2019-94, §2.)
https://law.justia.com/codes/alabama/title-10a/chapter-1/article-4/division-c/section-10a-1-4-25/	AL	Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 1 - General Provisions.›Article 4 - Filings.›Division C - Correction and Amendment.›Section 10A-1-4.25 - Effect of Certificate of Correction.	2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 1 - General Provisions. › Article 4 - Filings. › Division C - Correction and Amendment. › Section 10A-1-4.25 - Effect of Certificate of Correction.	Section 10A-1-4.25 Effect of certificate of correction. (a) After the filing officer files the certificate of correction, the filing instrument is considered to have been corrected on the date the filing instrument was originally filed, except as otherwise provided by subsection (b). (b) As to a person who acted in reliance on the filing instrument prior to its correction and who is adversely affected by that correction, the filing instrument is considered to have been corrected on the date the certificate of correction is filed. (c) An acknowledgment of filing or a similar instrument issued by the filing officer before a filing instrument is corrected, with respect to the effect of filing the original filing instrument, applies to the corrected filing instrument as of the date the corrected filing instrument is considered to have been filed under this section. (Act 2009-513, p. 967, §31; Act 2018-125, §1; Act 2019-94, §2.)